Pintec Technology Holdings Ltd (Form: F-1, Received: 07/16/2018 16:11:37)

Pintech Technology Holdings Limited

/s/ WEI WEI

Chief Executive Officer and Director

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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

As filed with the Securities and Exchange Commission on July 16, 2018

Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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

Pintec Technology 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)		7370 (Primary Standard Industrial Classification Code Number)		Not Applicable (I.R.S. Employer Identification Number)

216, 2/F East Gate, Pacific Century Place
No. A2 Gongti North Road
Chaoyang District, Beijing
People's Republic of China
+86 (10) 8564-3600
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)

Puglisi & Associates
850 Library Avenue, Suite 204
Newark, Delaware 19711
(302) 738-6680
(Name, address, including zip code, and telephone number, including area code, of agent for service)


Copies to:
Z. Julie Gao, Esq. Skadden, Arps, Slate, Meagher & Flom LLP c/o 42/F, Edinburgh Tower, The Landmark 15 Queen's Road Central, Hong Kong +852 3740-4700		Chris K.H. Lin, Esq. Daniel Fertig, Esq. Simpson Thacher & Bartlett LLP c/o 35th Floor, ICBC Tower 3 Garden Road Central, Hong Kong +852 2514-7600

Approximate date of commencement of proposed sale to the public:
as soon as practicable after the effective date of this registration statement.

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

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

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

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

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

Emerging growth company ý

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. o

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Proposed maximum aggregate offering price ⁽¹⁾	Amount of registration fee




Class A ordinary shares, par value US$0.000125 per share ⁽²⁾ ⁽³⁾	US$70,000,000	US$8,715.00

(1): Estimated solely for the purpose of determining the amount of registration fee in accordance with Rule 457(o) under the Securities Act of 1933.
(2): Includes Class A ordinary 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, and also includes Class A ordinary shares that may be purchased by the underwriters pursuant to an over-allotment option. These Class A ordinary shares are not being registered for the purpose of sales outside the United States.
(3): American depositary shares issuable upon deposit of the Class A ordinary shares registered hereby will be registered under a separate registration statement on Form F-6 (Registration No.333- ). Each American depositary share represents Class A ordinary shares.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to such Section 8(a), may determine.

†: The term "new or revised financial accounting standard" refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

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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 we are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion. Dated , 2018

American Depositary Shares

Pintec Technology Holdings Limited

Representing Class A Ordinary Shares

This is the initial public offering of American depositary shares, or ADSs, of Pintec Technology Holdings Limited.

We are offering ADSs. Each ADS represents of our Class A ordinary shares, par value US$0.000125 per share.

Prior to this offering, there has been no public market for our ADSs or our ordinary shares. We intend to list the ADSs on the Nasdaq Global Market under the symbol "PT."

We are an "emerging growth company" under applicable U.S. federal securities laws and are eligible for reduced public company reporting requirements.

Immediately prior to the completion of this offering, our outstanding share capital will consist of Class A ordinary shares and Class B ordinary shares, and our three core founders, Mr. Wei Wei, Mr. Jun Dong and Ms. Xiaomei Peng, will beneficially own all of our issued Class B ordinary shares. These Class B ordinary shares will constitute approximately % of our total issued and outstanding share capital immediately after the completion of this offering and % of the aggregate voting power of our total issued and outstanding share capital immediately after the completion of this offering, assuming the underwriters do not exercise their over-allotment option. Holders of Class A ordinary shares and Class B ordinary shares have the same rights except for voting and conversion rights. Each Class A ordinary share is entitled to one vote, and is not convertible into Class B ordinary share under any circumstances. Each Class B ordinary share is entitled to fifteen votes, subject to certain conditions, and is convertible into one Class A ordinary share at any time by the holder thereof.

Investing in our ADSs involves a high degree of risk. See "Risk Factors" beginning on page 18.

Neither the United States Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

	Per ADS	Total




Initial public offering price	US$	US$

Underwriting discount	US$	US$

Proceeds, before expenses, to us	US$	US$

To the extent the underwriters sell more than ADSs, the underwriters have a 30-day option to purchase up to an additional ADSs from us at the initial public offering price less the underwriting discount.

The underwriters expect to deliver the ADSs against payment in U.S. dollars to purchasers on or about , 2018.


Goldman Sachs (Asia) L.L.C.		Deutsche Bank Securities		Citigroup

Prospectus dated , 2018

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TABLE OF CONTENTS



PROSPECTUS SUMMARY		1
THE OFFERING		11
RISK FACTORS		18
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS AND INDUSTRY DATA		63
USE OF PROCEEDS		64
DIVIDEND POLICY		65
CAPITALIZATION		66
EXCHANGE RATE INFORMATION		67
DILUTION		68
ENFORCEABILITY OF CIVIL LIABILITIES		70
CORPORATE HISTORY AND STRUCTURE		72
SELECTED CONSOLIDATED FINANCIAL DATA		79
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		82
INDUSTRY OVERVIEW		114
BUSINESS		119
PRC REGULATION		144
MANAGEMENT		157
PRINCIPAL SHAREHOLDERS		164
RELATED PARTY TRANSACTIONS		167
DESCRIPTION OF SHARE CAPITAL		169
DESCRIPTION OF AMERICAN DEPOSITARY SHARES		182
SHARES ELIGIBLE FOR FUTURE SALE		191
TAXATION		193
UNDERWRITING		199
LEGAL MATTERS		208
EXPERTS		209
WHERE YOU CAN FIND ADDITIONAL INFORMATION		210
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS		F-1

You should rely only on the information contained in this prospectus or in any related free-writing prospectus. We have not authorized anyone to provide you with information different from that contained in this prospectus or in any related free-writing prospectus. We are offering to sell, and seeking offers to buy, the ADSs only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is current only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of the ADSs.

We have not 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 or any filed free writing prospectus outside the United States. Persons outside the United States who come into possession of this prospectus or any filed free writing prospectus must inform themselves about and observe any restrictions relating to the offering of the ADSs and the distribution of this prospectus or any filed free writing prospectus outside the United States.

Until , 2018 (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

The following summary is qualified in its entirety by, and should be read in conjunction with, the more detailed information and financial statements appearing elsewhere in this prospectus. In addition to this summary, we urge you to read the entire prospectus carefully, especially the risks of investing in our ADSs discussed under "Risk Factors," before deciding whether to buy our ADSs. This prospectus contains information from a report commissioned by us and prepared by Oliver Wyman, an independent management consulting firm, to provide information on the online consumer finance industry and online wealth management industry in China.

Our Business

We operate a leading independent technology platform enabling financial services in China in terms of loan volume facilitated, according to Oliver Wyman. We connect business partners and financial partners on our open platform and enable them to provide financial services to end users efficiently and effectively. We empower our business partners by providing them with the capability to add a financing option to their product offerings. We help our financial partners adapt to the new digital economy by enabling them to access the online population that they could not otherwise reach efficiently or effectively.

Our independent platform enables us to meet the wide range of needs of our partners and their customers. We offer point-of-sale financing solutions, personal installment loan solutions, business installment loan solutions, wealth management solutions and insurance solutions that are tailored to the needs of our business and financial partners. We also provide them with other tools that supplement those solutions. Our partners can adopt our solutions to provide financial services as a white label solution, through co-branding or under our own brand, allowing them to leverage our expertise while focusing on their own core businesses. As we continue to grow rapidly, serve more partners and end users and accumulate more data, our platform also generates strong network effects for everyone involved.

•: Business partners. Our business partners include both online and offline businesses and both consumer-facing and business-facing ones, and they cover a wide range of industry verticals including online travel, e-commerce, telecommunications, online education, SaaS platform, financial technology, internet search, and online classifieds and listings. We enable our business partners to fulfill the financial needs of their customers with point-of-sale financing, personal and business installment loans, wealth management products and insurance products. Our solutions help our business partners generate additional incremental sales of their own products,

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increase customer satisfaction and better monetize their customer base. We have 179 business partners as of March 31, 2018.

•: Financial partners. Our financial partners include banks, brokers, insurance companies, investment funds and trusts, consumer finance companies, peer-to-peer platforms and other similar institutions. We enable our financial partners to efficiently expand the scope of their products and services to new areas such as internet point-of-sale installment loans and online wealth management products and extend their reach to a much wider customer base. Our solutions and tools provide our financial partners both data and the means to process, analyze, and use the data to access and serve their customers on a large scale in a cost-efficient manner. We have 81 financial partners as of March 31, 2018.
•: End users. Most end users are the customers of our business partners who have borrowed loans, invested in wealth management products or purchased insurance products through one of the solutions that we provide to our business partners. Our solutions provide end users with more accessible and affordable credit and tailored wealth management and insurance products. We have approximately 21.0 million registered users for our point-of-sale financing and our personal and business installment loan solutions as of March 31, 2018. Since our inception, we have facilitated loans by our financial partners for over 3.8 million cumulative unique borrowers with an aggregate of RMB23.9 billion (US$3.8 billion) in loans as of March 31, 2018, and have facilitated transactions for over 168,000 cumulative unique investors through our wealth management solutions with a cumulative transaction amount of RMB3.7 billion (US$590 million). Unique investors and unique borrowers are identified by their government-issued identification numbers, which they are required to provide when registering on our platform, borrowing loans and making investments.

Our massive big data storage, which we call Data Lake, and our highly scalable external data querying and computation system, which we call Data Service Bus, drive our advanced risk assessment and our credit assessment engine. Data Lake is a dynamic data pool that is constantly evolving with increasing credit bureau data, transactional data, behavioral data, social data and demographic data accumulated on our platform and additional data accessed from third parties. With the support of strong underlying infrastructure such as Data Lake and Data Service Bus, we designed and patented our industry leading risk assessment and credit assessment engine, which evaluates both fraud and credit risks on the basis of over 10,000 data points and a series of different credit models utilizing machine learning technologies to automatically provide personalized, accurate and instant credit decisions with risk-based pricing. The combination of our advanced risk assessment and credit assessment engine, Data Lake and Data Service Bus enables us to make pricing decisions in most cases within seconds with no manual intervention. We apply big data analytics and machine learning technologies to the entire value chain of our lending solutions, from user acquisition to credit assessment, user valuations, customer management and collection services. As an independent platform, we do not rely only on proprietary data from a single ecosystem and thus can aggregate data from a variety of sources and serve the many different needs of our partners and end users. We also partner with a few independent third parties with unique in-house data to customize a set of data features specifically catered for our lending and wealth management solutions.

Our scalable and reliable technology infrastructure enables a very high degree of automation and exceptional connectivity and stability for partners to integrate our solutions, which enable us to improve our operating efficiency and to rapidly scale our network of partners. We have a number of lending solution modules and wealth management solution modules which can be customized in different configurations to produce standalone or end-to-end financial solutions across the value chain, as needed. Some modules can also be set up and prepared within our partners' systems. Seamless integration with our partners' systems enables us to better serve their needs and maintain long-term relationships with them. Our technology infrastructure is continually being developed and extended by

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our experienced team of 199 technology employees, representing 47% of our total employees, as of March 31, 2018.

We have experienced significant growth since we launched our first product in June 2015. In 2016 and 2017, our solutions facilitated over 8.5 million and 21.3 million loan applications, respectively, and a total of RMB4.8 billion and RMB15.2 billion (US$2.4 billion) in loans, respectively. In the first quarter of 2017 and 2018, we facilitated over 4.4 million and 4.8 million loan applications, respectively, and a total of RMB2.3 billion and RMB3.8 billion (US$0.6 billion) in loans, respectively. Our total revenues grew from RMB54.9 million in 2016 to RMB568.7 million (US$90.7 million) in 2017, and increased from RMB63.6 million in the first quarter of 2017 to RMB279.4 million (US$44.5 million) in the first quarter of 2018. Our net loss decreased by 57.7% from RMB200.5 million in 2016 to RMB84.9 million (US$13.5 million) in 2017, and changed from a net loss of RMB35.5 million in the first quarter of 2017 to a net income of RMB14.6 million (US$2.3 million) in the first quarter of 2018. Our adjusted net loss, which is a non-GAAP measure, decreased significantly from RMB174.8 million in 2016 to RMB53.8 million (US$8.5 million) in 2017, and changed from an adjusted net loss of RMB27.8 million in the first quarter of 2017 to an adjusted net income of RMB23.5 million (US$3.8 million) in the first quarter of 2018. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measure."

Our Industry

Technology enablement is a new type of business model in the financial services industry that is different from mainstream financial services. Technology enablement platforms act as a link between business ecosystems and traditional financial institutions and deliver "technology as a service" to bring financial services to platforms that look to provide such services. The emergence of technology enablement platforms has empowered both business ecosystems and traditional financial institutions to reach the unserved or underserved market and engage customers more effectively.

The rapid development of both the consumer finance industry and the wealth management industry, and in particular the rise of online and mobile channels to deliver financial products and services, has prompted the development of consumer finance enablement platforms and wealth management enablement platforms, as well as enablement platforms with unified offerings. According to Oliver Wyman, the outstanding balance of the consumer finance market in China is projected to grow to RMB23.2 trillion (US$3.7 trillion) by the end of 2022, representing a compound annual growth rate, or CAGR, of 23.2% between 2017 and 2022. In addition, it is expected that the growth in the outstanding balance of loans facilitated through online consumer finance enablement platforms in China will be significant, reaching RMB723.2 billion (US$115.3 billion) in 2022, representing a CAGR of 35.3% between 2017 and 2022 according to Oliver Wyman. On the other hand, assets under management of non-traditional financial institutions are expected to grow to RMB19.6 trillion (US$3.1 trillion) by the end of 2022, representing a CAGR of 27.9% between 2017 and 2022, suggesting significant growth opportunities for wealth management enablement platforms and newly emerging robo-advisory services.

The following factors are key for technology enablement platforms to succeed in the financial service industry:

•: Comprehensive products and services that monetize cross-selling opportunities
•: Quantity, diversity and stickiness of business ecosystem partners and traditional financial institution partners
•: Open platform that generates network effects
•: Strong technology in risk management, credit assessment and robo-advisory services

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•: Efficient and professional operational capabilities

Our Strengths

We believe that the following competitive strengths contribute to our success and differentiate us from our competitors:

•: Leading independent financial technology platform enabling financial services in China
•: Diverse and broad network of partners with powerful network effects
•: Comprehensive and integrated financial solutions
•: Scalable and robust technology infrastructure and strong technology team
•: Advanced and dynamic risk assessment capability with proven performance
•: Entrepreneurial management team with exceptional breadth of experience

Our Strategies

We intend to achieve our goals by pursuing the following strategies:

•: Further grow our network of business partners
•: Expanding our network of financial partners
•: Deepen relationships with partners with our comprehensive financial solutions
•: Continue to invest in technology infrastructure
•: Continue to develop and provide more innovative solutions
•: Expand into new regions through partnerships with local partners

Our Challenges

Our ability to execute our strategies is subject to risks and uncertainties, including:

•: Our limited operating history
•: Regulatory uncertainties relating to online consumer finance in China
•: Limitations on credit enhancement
•: Limitations on interest and fees that may be charged to borrowers
•: Publicity regarding the consumer finance industry and the evolving regulatory environment governing this industry in China
•: The impact of current or future PRC laws or regulations on wealth management financial products
•: Our reliance on a limited number of business partners
•: Our reliance on Jimu Group for a significant portion of our funding and the need to further diversify our financial partners
•: Our history of net losses
•: The condition of China's credit market and the competitive landscape of the industry in which we operate

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Recent Developments

Operating Data

We regularly review a number of metrics to evaluate our business, measure our performance, identify trends, formulate financial projections and make strategic decisions. The main metrics we consider are set forth in the two tables below.

	As of and For the Three Months Ended June 30,

	2017		2018
	RMB		RMB		US$
	(in thousands)
Total amount of loans facilitated during the period		3,922,461		4,904,165		781,839
Point-of-sale installment loans		1,960,951		986,444		157,262
Personal installment loans		1,858,573		3,525,289		562,014
Business installment loans		102,937		392,432		62,563
Outstanding balance		3,326,350		7,494,262		1,194,762
Point-of-sale installment loans		866,919		1,137,096		181,280
On-balance sheet		866,510		984,692		156,983
Off-balance sheet		409		152,404		24,297
Personal installment loans		2,271,126		5,795,910		924,004
On-balance sheet		—		431,847		68,846
Off-balance sheet		2,271,126		5,364,063		855,158
Business installment loans (off-balance sheet)		188,305		561,256		89,478

	As of and for the Three Months Ended June 30,

	2017		2018
	(in thousands)
Cumulative registered users as of the end of the period		11,013		24,455
Unique borrowers for the period ⁽¹⁾		1,121		821
Unique borrowers of point-of-sale installment loans		898		558
Unique borrowers of personal and business installment loans		315		280
Number of loans facilitated during the period		4,247		1,921
Number of point-of-sale installment loans facilitated		3,669		1,562
Number of personal and business installment loans facilitated		578		359

(1): The number of unique borrowers for the period is less than the sum of the following two lines because a person who borrows both point-of-sale installment loans and personal installment loans during the same period only counts as one unique borrower for the period.

See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Key Operating and Financial Metrics" for earlier periods.

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The table below sets forth the funding from different types of financial partners for our lending solutions in terms of outstanding loans as at June 30, 2018:

	As at June 30, 2018

	RMB		US$
	(in thousands)
Online consumer finance platform		5,648,305		900,473
Public asset-backed securities		201,711		32,158
Trusts and other structured finance		722,659		115,209
Non-structured direct funding		473,495		75,486
Unsecured general loan and others ⁽¹⁾		448,092		71,436

Total		7,494,262		1,194,762

(1): Others include receivables held by Minheng before those receivables are funded by our financial partners and those receivables that have been delinquent within 90 days and repurchased by us but not yet written off.

See "Business—Our Network of Partners—Our Financial Partners" for earlier periods.

The table below sets forth certain information about the loans we have facilitated in the second quarter of 2018.

	Point-of-sale Installment Loans	Personal Installment Loans	Business Installment Loans

Loans facilitated	RMB986 million (US$157 million)	RMB3,525 million (US$562 million)	RMB392 million (US$62 million)
Outstanding loans as of June 30, 2018	RMB1,137 million (US$181 million)	RMB5,796 million (US$924 million)	RMB561 million (US$89 million)
Loan size	RMB500 to RMB30,000 (US$80 to US$4,783)	RMB1,000 to RMB200,000 ⁽¹⁾ (US$159 to US$31,885)	RMB1,000 to RMB600,000 (US$159 to US$95,654)
Average loan size ⁽²⁾	RMB631 (US$101)	RMB10,323 (US$1,646)	RMB22,304 (US$3,556)
Loan term	1 to 24 months	1 to 36 months ⁽³⁾	3 to 24 months
Average loan term ⁽⁴⁾	6.5	14.1	10.9
Weighted average APR ⁽⁵⁾	12.5%	26.4%	17.7%

(1): The loan size of personal installment loans originated online and offline is RMB1,000 (US$159) to RMB50,000 (US$7,971) and RMB20,000 (US$3,188) to RMB200,000 (US$31,885), respectively.
(2): Average loan size is calculated as the total amount of loans facilitated in the period divided by the total number of loans facilitated in the period.
(3): The loan term of personal installment loans originated online and offline is 1 to 24 months and 6 to 36 months, respectively.
(4): Average loan term is weighted by loan origination amount for each loan originated in the period.
(5): APR is the annualized percentage rate of all-in interest costs and fees to the borrower over the net proceeds received by the borrower. Weighted average APR is weighted by loan origination amount for each loan originated in the period. We do not charge any interest fees to customers who select a one-month loan term for our point-of-sale installment loans and these loans are excluded from the calculation of weighted average APR for point-of-sale installment loans.

See "Business—Our Financial Solutions" for earlier periods.

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The following table provides our delinquency rates for all loans as of June 30, 2018:

	Delinquent for

	16 - 30 days			31 - 60 days			61 - 90 days
June 30, 2018		1.09	%		2.06	%		1.43	%

See "Business—Risk Management—Credit Performance" for earlier periods.

PRC Regulation

In May 2017, the China Banking Regulatory Commission, together with sixteen other departments, issued the "Notice on Further Improving the Rectification of Internet Financial Risks," also known as Circular 119. Circular 119 requires internet financial institutions to gradually eliminate current non-compliant business operations and not to start new non-compliant business operations.

In June 2018, the Beijing Office of the Leading Group for the Special Rectification for Internet Financial Risks issued an informal notice to further reinforce the requirements in Circular 119. It also requires that all P2P platforms registered in its jurisdiction not expand their business scale.

Although the exact definition of some of the requirements remains unclear, Jimu Box, which is our major funding partner for 75% of the outstanding loans facilitated through our platform as of June 30, 2018, has taken certain measures as a result of these regulatory notices to limit its business expansion. Such measures could limit the growth of our own business since we may lack sufficient alternative funding capacity to offset the impact of Jimu's business being constrained.

We already began to take measures to reduce our dependency on Jimu Group as a financial partner in 2017, including seeking other financial partners and exploring other funding product types, which is consistent with the regulatory requirements as stated in the informal notice mentioned above. Consequently, the percentage of the outstanding loans facilitated through our platform for which Jimu Box was the funding source was 99% as of December 31, 2016, 82% as of December 31, 2017, 72% as of March 31, 2018, and 75% as of June 30, 2018.

If the regulatory agencies require Jimu Box to further constrain or downsize its business scale in the future, and if we are unable to find sufficient alternate funding capacity by that point in time, our business may be materially and adversely affected.

Corporate History and Structure

Our predecessor, Jimu Holdings Limited, formerly known as Pintec Holdings Limited, commenced its peer-to-peer lending business in July 2012. We refer to this business as the Jimu business. Beginning in 2015, our predecessor started to diversify its business by offering various lending and wealth management solutions to business partners, financial partners and end users. It launched Dumiao, our lending solutions platform, in June 2015 and commenced its wealth management business by launching the Hongdian platform in September 2015 and the Polaris platform in June 2016. In 2016, in order to focus on developing an independent technology platform that enables financial services as its core competency, our shareholders initiated a restructuring and reorganization of our predecessor by separating our business and the Jimu business and consolidating them into separate entities. Since September 2016, our business and the Jimu business have been operating substantially independent of each other.

In December 2017, we entered into a share purchase agreement, a shareholders agreement and other transaction documents with the existing shareholders of our predecessor to issue and distribute our shares to them in proportion to our predecessor's then shareholding structure. We refer to our restructuring and the related agreements and transactions in this prospectus as the Reorganization. The Reorganization was completed in March 2018.

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The following diagram illustrates our corporate structure as of the date of this prospectus, including our principal subsidiaries and our variable interest entities:

Immediately after the issuance of our shares in connection with the Reorganization, each of our shareholders had the same shareholding interest in our company and in Jimu Group's holding company, Jimu Holdings Limited, although their interests in our company will be diluted by this offering. In addition, we and Jimu Group's holding company share certain board members: three of the directors on our board, namely, Jun Dong, Xiaomei Peng and Feng Hong, also sit on the board of Jimu Holdings Limited. The overlap in shareholding and in directors between our company and Jimu Group's holding company may create conflicts of interest, especially given the continued cooperation expected between our company and Jimu Group after this offering. See "Risk Factors—Risks Relating to Our Business—We may have conflicts of interest due to related party transactions with Jimu Group." Our audit committee will be responsible for reviewing and approving all proposed related party transactions, including ones with Jimu Group, in accordance with the audit committee charter and related party transaction policy that we will adopt before the completion of this offering.

Implications of Being an Emerging Growth Company

As a company with less than US$1.07 billion in revenue for our last fiscal year, we qualify as an "emerging growth company" pursuant to the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other

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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 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.

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

Corporate Information

Our principal executive offices are located at 216, 2/F East Gate, Pacific Century Place, No. A2 Gongti North Road, Chaoyang District, Beijing, People's Republic of China. Our telephone number at this address is +86 (10) 8564-3600. Our registered office in the Cayman Islands is located at the offices of Vistra (Cayman) Limited, P.O. Box 31119 Grand Pavilion, Hibiscus Way, 802 West Bay Road, Grand Cayman, KY1-1205, Cayman Islands. Our agent for service of process in the United States is Puglisi & Associates, located at 850 Library Avenue, Suite 204, Newark, Delaware 19711.

Investors should contact us for any inquiries through the address and telephone number of our principal executive offices. Our website is www.pintec.com . The information contained on our website is not a part of this prospectus.

Conventions Which Apply to this Prospectus

Unless we indicate otherwise, all information in this prospectus reflects no exercise by the underwriters of their option to purchase up to additional ADSs representing Class A ordinary shares from us.

Except where the context otherwise requires and for purposes of this prospectus only:

•: "ADSs" refer to our American depositary shares, each of which represents Class A ordinary shares;
•: "China" or the "PRC" refers to the People's Republic of China, excluding, for the purposes of this prospectus only, Hong Kong, Macau and Taiwan;
•: "Jimu Group" refers to our predecessor and its subsidiaries and variable interest entities that operate the peer-to-peer lending business;
•: "Class A ordinary shares" are to our Class A ordinary shares, par value US$0.000125 per share;
•: "Class B ordinary shares" are to our Class B ordinary shares, par value US$0.000125 per share;
•: "shares" or "ordinary shares" are to our ordinary shares, par value US$0.000125 per share, and upon and after the completion of this offering, are to our Class A and Class B ordinary shares, par value US$0.000125 per share;
•: "our predecessor" refers to Jimu Holdings Limited, formerly known as Pintec Holdings Limited;

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•: "registered users" are individuals who have registered on our platform with their name, government-issued identification number and mobile phone number; and
•: "RMB" and "Renminbi" refer to the legal currency of China.

Our reporting currency is the Renminbi. This prospectus also contains translations of certain foreign currency amounts into U.S. dollars for the convenience of the reader. Unless otherwise stated, all translations from Renminbi to U.S. dollars were made at RMB6.2726 to US$1.00, the exchange rate set forth in the H.10 statistical release of the Federal Reserve Board on March 30, 2018. We make no representation that the Renminbi or U.S. dollar amounts referred to in this prospectus could have been or could be converted into U.S. dollars or Renminbi, as the case may be, at any particular rate or at all. The PRC government restricts or prohibits the conversion of Renminbi into foreign currency and foreign currency into Renminbi for certain types of transactions. On July 6, 2018, the exchange rate set forth in the H.10 statistical release of the Federal Reserve Board was RMB6.6396 to US$1.00.

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THE OFFERING

The following assumes that the underwriters will not exercise their option to purchase additional ADSs in the offering, unless otherwise indicated.


Offering Price		We expect that the initial public offering price will be between US$ and US$ per ADS.
ADS Offered		ADSs, including:
		ADSs to be allocated by the underwriters for the U.S. offering, and
		ADSs to be allocated by the underwriters for the international offering
		Any ADSs that are not allocated by the underwriters for the international offering will be allocated by the underwriters for the U.S. offering
ADSs Outstanding Immediately After This Offering		ADSs (or ADSs if the underwriters exercise their option to purchase additional ADSs in full).
Ordinary Shares Outstanding Immediately After This Offering		ordinary shares, comprised of Class A ordinary shares and Class B ordinary shares (or ordinary shares if the underwriters exercise their over-allotment option in full, comprised of Class A ordinary shares and Class B ordinary shares). if the underwriters exercise their over-allotment option in full). This number assumes the conversion, on a one-for-one basis, of all outstanding preferred shares into ordinary shares immediately upon the completion of this offering.
Nasdaq Global Market symbol		PT
The ADSs		Each ADS represents Class A ordinary shares. The ADSs may be evidenced by ADRs.
		The depositary will hold the shares underlying your ADSs and you will have rights as provided in the deposit agreement.
		We do not expect to pay dividends in the foreseeable future. If, however, we declare dividends on ordinary shares, the depositary will pay you the cash dividends and other distributions it receives on our Class A ordinary shares, after deducting its fees and expenses in accordance with the terms set forth in the deposit agreement.
		You may surrender your ADSs to the depositary in exchange for our Class A 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.

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		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, which is filed as an exhibit to the registration statement that includes this prospectus.
Option to purchase additional ADSs		We have granted to the underwriters an option, exercisable within 30 days from the date of this prospectus, to purchase up to an additional ADSs.
Ordinary shares		Our ordinary shares will be divided into Class A ordinary shares and Class B ordinary shares immediately prior to the completion of this offering. Holders of Class A ordinary shares and Class B ordinary shares have the same rights except for voting and conversion rights. Each Class A ordinary share is entitled to one vote, and is not convertible into Class B ordinary share under any circumstances. Each Class B ordinary share is entitled to fifteen votes, subject to certain conditions, and is convertible into one Class A ordinary share at any time by the holder thereof. Upon any sale of Class B ordinary shares by a holder thereof to any person other than our three core founders, Mr. Wei Wei, Mr. Jun Dong and Ms. Xiaomei Peng, or any entity which is not affiliated with any of the three core founders, such Class B ordinary shares are automatically and immediately converted into the same number of Class A ordinary shares. Each Class B ordinary share beneficially owned by any core founder is automatically converted into one Class A ordinary share, if at any time the core founder ceases to be a director or employee of our company or ceases to have the capability to make business decisions on behalf of our company due to health reasons. For a description of Class A ordinary shares and Class B ordinary shares, see "Description of Share Capital."
Use of Proceeds		We estimate that we will receive net proceeds of approximately US$ million from this offering (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 of US$ per ADS, being the mid-point of the estimated range of the initial public offering price shown on the front cover of this prospectus.
		We plan to use the net proceeds of this offering primarily for general corporate purposes, which may include investment in product development, sales and marketing activities, technology infrastructure, capital expenditures, and other general and administrative matters. We may also use a portion of these proceeds for the acquisition of, or investment in, technologies, solutions or businesses that complement our business, although we have no present commitments or agreements to enter into any acquisitions or investments.
		See "Use of Proceeds" for additional information.

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Lock-up		We, [our directors and executive officers, and all of our existing shareholders] have agreed with the underwriters, subject to certain exceptions, not to sell, transfer or otherwise dispose of any ADSs, ordinary shares or similar securities for a period of 180 days after the date of this prospectus. See "Underwriting" for more information.
Listing		We intend to apply to have the ADSs listed on the Nasdaq Global Market under the symbol "PT." Our ADSs and shares will not be listed on any other stock exchange or traded on any automated quotation system.
Risk Factors		See "Risk Factors" and other information included in this prospectus for a discussion of the risks you should carefully consider before investing in the ADSs.
Depositary		The Bank of New York Mellon

The number of ordinary shares that will be outstanding immediately after this offering:

•: is based upon 236,123,759 ordinary shares outstanding as of the date of this prospectus, assuming the conversion of all outstanding preferred shares into 164,664,569 Class A ordinary shares immediately upon the completion of this offering;
•: assumes no exercise of the underwriters' option to purchase additional ADSs representing Class A ordinary shares;
•: excludes ordinary shares issuable upon the exercise of options outstanding as of the date of this prospectus, at a weighted average exercise price of US$ per share; and
•: excludes ordinary shares reserved for future issuances under our share incentive plan.

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Summary Consolidated Financial Data

The following summary consolidated statements of operations and comprehensive loss data for the years ended December 31, 2016 and 2017 and summary consolidated balance sheet data as of December 31, 2016 and 2017 have been derived from our audited consolidated financial statements included elsewhere in this prospectus. The following summary consolidated statements of operations data for the three months ended March 31, 2017 and 2018 and summary consolidated balance sheets data as of March 31, 2018 have been derived from our unaudited condensed consolidated financial statements included elsewhere in this prospectus. You should read this Summary Consolidated Financial Data section together with our consolidated financial statements and the related notes and "Management's Discussion and Analysis of Financial Condition and Results of Operations" included elsewhere in this prospectus. Our consolidated financial statements are prepared and presented in accordance with accounting principles generally accepted in the United States, or U.S. GAAP. Our historical results are not necessarily indicative of results expected for future periods.

	For the Years Ended December 31,															For the Three Months Ended March 31,

	2016						2017									2017						2018
	RMB			%			RMB			US$			%			RMB			%			RMB			US$			%
	(In thousands, except percentages)
Selected Consolidated Statements of Comprehensive (Loss)/Income Data:
Revenues:
Technical service fees		34,171			62.3			425,311			67,805			74.8			50,511			79.4			189,594			30,226			67.9
Installment service fees		16,394			29.9			139,862			22,297			24.6			12,242			19.3			88,118			14,048			31.5
Wealth management service fees		4,309			7.8			3,547			565			0.6			832			1.3			1,688			269			0.6

Total revenues		54,874			100.0			568,720			90,667			100.0			63,585			100.0			279,400			44,543			100.0

Cost of revenues: ⁽¹⁾
Funding cost (including RMB1,120 thousand, RMB1,235 thousand, RMB185 thousand and RMB1,009 thousand to a related party, respectively)		(16,643	)		(30.3	)		(78,831	)		(12,567	)		(13.9	)		(9,079	)		(14.3	)		(51,433	)		(8,200	)		(18.4	)
Provision for credit loss		(16,124	)		(29.4	)		(115,920	)		(18,480	)		(20.4	)		(7,011	)		(11.0	)		(37,119	)		(5,918	)		(13.3	)
Origination and servicing cost (including RMB2,732 thousand, RMB2,720 thousand, RMB390 thousand and RMB152 thousand to a related party, respectively)		(27,087	)		(49.4	)		(177,662	)		(28,324	)		(31.2	)		(26,905	)		(42.3	)		(82,223	)		(13,108	)		(29.4	)

Cost of revenues		(59,854	)		(109.1	)		(372,413	)		(59,371	)		(65.5	)		(42,995	)		(67.6	)		(170,775	)		(27,226	)		(61.1	)

Gross (loss)/profit		(4,980	)		(9.1	)		196,307			31,296			34.5			20,590			32.4			108,625			17,317			38.9

Operating expenses: ⁽¹⁾
Sales and marketing expenses (including RMB35,444 thousand, RMB18,215 thousand, RMB7,165 thousand and RMB1,639 thousand to a related party, respectively)		(72,010	)		(131.2	)		(72,076	)		(11,491	)		(12.7	)		(14,463	)		(22.7	)		(22,042	)		(3,514	)		(7.9	)
General and administrative expenses (including RMB60,623 thousand, RMB45,533 thousand, RMB12,067 thousand and RMB7,969 thousand to a related party, respectively)		(72,849	)		(132.8	)		(106,323	)		(16,950	)		(18.6	)		(25,045	)		(39.5	)		(43,886	)		(6,996	)		(15.7	)
Research and development expenses (including RMB40,975 thousand, RMB35,795 thousand, RMB14,639 thousand and RMB3,803 thousand to a related party, respectively)		(51,172	)		(93.2	)		(71,517	)		(11,401	)		(12.6	)		(16,553	)		(26.0	)		(18,714	)		(2,983	)		(6.7	)

Total operating expenses		(196,031	)		(357.2	)		(249,916	)		(39,842	)		(43.9	)		(56,061	)		(88.2	)		(84,642	)		(13,493	)		(30.3	)

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	For the Years Ended December 31,															For the Three Months Ended March 31,

	2016						2017									2017						2018
	RMB			%			RMB			US$			%			RMB			%			RMB			US$			%
	(In thousands, except percentages)
Operating (loss)/profit		(201,011	)		(366.3	)		(53,609	)		(8,546	)		(9.4	)		(35,471	)		(55.8	)		23,983			3,824			8.6
Change in fair value of convertible loans		—			—			(7,042	)		(1,123	)		(1.2	)		—			—			(663	)		(106	)		(0.2	)
Share of loss from equity method investments		—			—			(2,455	)		(391	)		(0.4	)		—			—			(221	)		(35	)		(0.1	)
Impairment from long term investments		—			—			(2,000	)		(319	)		(0.4	)		—			—			—			—			—

Other income/(loss), net		684			1.2			(1,238	)		(197	)		(0.2	)		(63	)		(0.1	)		3,206			511			1.1

(Loss)/income before income tax expense		(200,327	)		(365.1	)		(66,344	)		(10,576	)		(11.6	)		(35,534	)		(55.9	)		26,305			4,194			9.4
Income tax expense		(167	)		(0.3	)		(18,516	)		(2,952	)		(3.3	)		—			—			(11,700	)		(1,865	)		(4.2	)

Net (loss)/income		(200,494	)		(365.4	)		(84,860	)		(13,528	)		(14.9	)		(35,534	)		(55.9	)		14,605			2,329			5.2
Other comprehensive income		—			—			841			134			0.1			—			—			4,475			713			1.6

Total comprehensive (loss)/income		(200,494	)		(365.4	)		(84,019	)		(13,394	)		(14.8	)		(35,534	)		(55.9	)		19,080			3,042			6.8

(1): Share-based compensation expenses are allocated in cost of revenues and operating expense items as follows:

	For the Years Ended December 31,									For the Three Months Ended March 31,

	2016			2017						2017			2018
	RMB			RMB			US$			RMB			RMB			US$
	(in thousands)
Share-based compensation expenses included in
Cost of revenues		(27	)		(27	)		(4	)		(7	)		(9	)		(1	)
Sales and marketing expenses		(1,986	)		(2,470	)		(394	)		(617	)		(768	)		(122	)
General and administrative expenses		(21,524	)		(25,263	)		(4,028	)		(6,270	)		(7,092	)		(1,131	)
Research and development expenses		(2,128	)		(3,258	)		(519	)		(814	)		(1,050	)		(167	)

	As of December 31,									As of March 31,

	2016			2017						2018
	RMB			RMB			US$			RMB			US$
	(in thousands)
Summary Consolidated Balance Sheet Data:
Cash and cash equivalents		27,292			370,891			59,129			280,945			44,789
Short-term financing receivables, net		359,433			1,506,179			240,120			1,333,227			212,548
Amounts due from related parties		109,701			229,026			36,512			195,146			31,111
Total assets		561,971			2,450,797			390,714			2,212,924			352,794
Short-term funding debts (including amounts of the consolidated VIEs of RMB382,281 thousand, RMB1,220,884 thousand and RMB1,244,783 thousand, respectively)		382,281			1,220,884			194,638			1,244,783			198,448
Amounts due to related parties (including amounts of the consolidated VIEs of RMB162,955 thousand, RMB344,028 thousand and RMB170,940 thousand, respectively)		162,995			375,369			59,843			207,212			33,034
Total liabilities		571,176			2,512,992			400,630			2,247,063			358,236
Total invested deficit/shareholders' deficit		(9,205	)		(62,195	)		(9,916	)		(731,121	)		(116,559	)

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	For the Years Ended December 31,									For the Three Months Ended March 31,

	2016			2017						2017			2018
	RMB			RMB			US$			RMB			RMB			US$
	(in thousands)
Summary Consolidated Cash Flows Data:
Net cash (used in)/provided by operating activities		(123,066	)		197,438			31,476			30,590			(150,786	)		(24,040	)
Net cash (used in)/provided by investing activities		(108,178	)		(1,444,773	)		(230,332	)		(247,492	)		103,521			16,504
Net cash provided by/(used in) financing activities		256,700			1,595,968			254,436			265,127			(38,014	)		(6,060	)
Net increase/(decrease) in cash, cash equivalents and restricted time deposits		25,456			348,599			55,575			47,424			(89,946	)		(14,340	)
Cash, cash equivalents and restricted time deposits at beginning of the period		1,836			27,292			4,351			27,292			375,891			59,926
Including:
Cash and cash equivalents at beginning the period		1,836			27,292			4,351			27,292			370,891			59,129
Restricted time deposits at beginning of the period		—			—			—			—			5,000			797
Cash, cash equivalents and restricted time deposits at end of the period		27,292			375,891			59,926			74,716			285,945			45,586
Including:
Cash and cash equivalents at end the period		27,292			370,891			59,129			74,716			280,945			44,789
Restricted time deposits at end of the period		—			5,000			797			—			5,000			797

Non-GAAP Financial Measure

We use adjusted operating expenses and adjusted net loss, which are non-GAAP financial measures, in evaluating our operating results and for financial and operational decision-making purposes. We believe that these non-GAAP financial measures help identify underlying trends in our business that could otherwise be distorted by the effect of the expenses that we include in total operating expenses, loss from operations and net loss. We believe that these non-GAAP financial measures also provide useful information about our operating results, enhance the overall understanding of our past performance and future prospects and allow for greater visibility with respect to key metrics used by our management in its financial and operational decision-making.

These non-GAAP financial measures are not defined under U.S. GAAP and are not presented in accordance with U.S. GAAP. They should not be considered in isolation or construed as alternatives to total operating expenses, net loss or any other measure of performance or as an indicator of our operating performance. Investors are encouraged to review these historical non-GAAP financial measures in light of the most directly comparable GAAP measures, as shown below. The non-GAAP financial measures presented here may not be comparable to similarly titled measures presented by other companies. Other companies may calculate similarly titled measures differently, limiting their usefulness as comparative measures to our data. We encourage investors and others to review our financial information in its entirety and not rely on a single financial measure.

Adjusted operating expenses represents total operating expenses before share-based compensation expense. Adjusted net loss represents net loss before share-based compensation expenses.

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

	For the Years Ended December 31,									For the Three Months Ended March 31,

	2016			2017						2017			2018
	RMB			RMB			US$			RMB			RMB			US$
	(in thousands)
Total operating expenses		(196,031	)		(249,916	)		(39,842	)		(56,061	)		(84,642	)		(13,493	)
Add: share-based compensation expenses		25,665			31,018			4,945			7,708			8,919			1,421
Adjusted operating expenses		(170,366	)		(218,898	)		(34,897	)		(48,353	)		(75,723	)		(12,072	)
Net (loss)/income		(200,494	)		(84,860	)		(13,528	)		(35,534	)		14,605			2,329
Add: share-based compensation expenses		25,665			31,018			4,945			7,708			8,919			1,421

Adjusted net (loss)/income		(174,829	)		(53,842	)		(8,583	)		(27,826	)		23,524			3,750

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RISK FACTORS

Risks Relating to Our Business

We have a limited operating history, which makes it difficult to evaluate our future prospects.

We have a limited operating history. Dumiao, our lending solutions platform, was launched in June 2015. Our Hongdian and Polaris wealth management platforms were launched in September 2015 and June 2016, respectively. We have been operating our financial solutions business separately from Jimu's peer-to-peer funding business only since June 2015, and we have been operating our company substantially as a stand-alone company only since September 2016. We operate in China's online consumer finance and wealth management industries, which are rapidly evolving and may not develop as we anticipate. There are few established players and no proven business model yet in this new market. The regulatory framework governing these industries is currently uncertain and rapidly evolving and is expected to remain uncertain for the foreseeable future. Our business partners and financial partners may have difficulty distinguishing our platform, services and solutions from those of our competitors. As the industry and our business develops, we may modify our business model or change our platform, services and solutions. These changes may not achieve expected results and may have a material and adverse impact on our financial condition and results of operations.

You should consider our business and future prospects in light of the risks and challenges we may encounter in this rapidly evolving industry, including, among other things, our ability to:

•: expand the network of our business partners and financial partners;
•: provide diversified and distinguishable services and solutions to financial service providers;
•: enhance our data analytical and risk management capabilities;
•: navigate an uncertain and evolving regulatory environment;
•: anticipate and adapt to changing market conditions, including technological developments and changes in competitive landscape;
•: decrease our reliance on Jimu Group for funding and diversify our funding sources;
•: maintain a reliable, secure, high-performance and scalable technology infrastructure;
•: attract, retain and motivate talented employees; and
•: improve our operational efficiency.

If we fail to address any or all of these risks and challenges, our business may be materially and adversely affected.

Regulatory uncertainties relating to online consumer finance in China could harm our business, financial condition and results of operations.

Our business may be subject to a variety of PRC laws and regulations governing financial services. The application and interpretation of these laws and regulations is ambiguous and may be interpreted and applied inconsistently between different government authorities. In addition, the PRC government is in the process of developing and implementing a regulatory framework to govern the online consumer finance market. For example, in December 2017, the National Internet Finance Rectification Office and the National Online Lending Rectification Office jointly issued the Notice on Regulating and Rectifying "Cash Loan" Business, or Circular 141, which could affect our business in a number of ways. See "PRC Regulation—Regulations Relating to Loans between Individuals." It is difficult for us to predict how our business might have to evolve under these changing circumstances to remain in compliance. As of the date of this prospectus, we have not been subject to any material fines or other

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penalties under any PRC laws or regulations on our business operations. However, if the PRC government adopts a stringent regulatory framework for the online and mobile consumer finance market in the future and imposes specific requirements (including capital requirements, reserve requirements and licensing requirements) on market participants, our business, financial condition and prospects could be materially and adversely affected. It may be costly for us to comply with applicable PRC laws and regulations. If our ability to continue our current practices, such as our factoring of financial receivables, were to be restricted, our access to funding may be materially constrained. In addition, while we are not currently subject to any license requirements, new license requirements may be imposed on us in the future. If we are unable to obtain any licenses that may be required in the future or if our practice is deemed to violate any existing or future laws and regulations, we may face injunctions, including orders to cease illegal activities, and may be subject to other penalties as determined by the relevant government authorities.

Pursuant to the Guidelines on Promoting the Healthy Development of Internet Finance, or the Internet Finance Guidelines jointly issued by ten PRC regulatory agencies, including the People's Bank of China and the MIIT in July 2015, or the Internet Finance Guidelines, (i) "online peer-to-peer lending" is defined as direct loans between parties through an Internet platform, (ii) "online peer-to-peer lending" is regarded as private lending transaction. In addition, under The Interim Measures for Administration of the Business Activities of Online Lending Information Intermediary Institutions promulgated in August 2016, or the Interim Measures, (i) "online lending" refers to direct lending between natural persons, legal persons or other organizations, through Internet platforms, which definition is consistent with the "online peer-to-peer lending" as defined in the Internet Finance Guidelines, and (ii) "online lending information intermediary institutions" refer to financial information intermediaries that are engaged in the lending information business and directly provide peers with lending information services, such as information collection and publication, credit rating, information interaction and loan facilitation between borrowers and lenders for them to form direct peer-to-peer lending relationships. As the Internet Finance Guidelines defines the online peer-to-peer lending as private lending transaction, the Interim Measures only apply to private lending transactions. Loans funded by financial institutions licensed by financial regulatory authorities are not private lending transactions as defined in the Private Lending Judicial Interpretation issued by the Supreme People's Court in August 2015. Therefore, facilitation of loans funded directly by such licensed financial institutions is not subject to the regulation set forth in the Interim Measures.

Our lending solutions platform, Dumiao Wallet, does not itself engage in any direct loan facilitation between peers, but merely facilitates loans funded by the financial partners. As such, we do not consider Dumiao Wallet as an "online information intermediary institution" regulated under the Interim Measures. However, due to the uncertainties regarding the interpretations and applications of existing and future PRC laws, regulations and rules, we cannot assure you that the China Banking and Insurance Regulatory Commission or other regulatory authorities would not expand the application of the Interim Measures and/or otherwise regard Dumiao Wallet as an online lending information intermediary. In the event that Dumiao Wallet is deemed as an online lending information intermediary in the future, Dumiao Wallet may be required to register with local financial regulatory authorities in accordance with the Interim Measures and other laws and regulations applicable to online lending information intermediaries. If any of the foregoing were to occur, our business, financial conditions and results of operations could be materially and adversely affected.

Limitations on credit enhancement may adversely affect our access to funding.

As part of our cooperation with our financial partners, Lerong Duoyuan (Beijing) Technology Co. Ltd., a subsidiary of Jimu Group with no qualification to engage in guarantee business, provides credit enhancement measures to our financial partners, including providing deposits in amounts calculated as a percentage of the total loans funded by those financial partners, undertaking

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deficiency payments and purchasing the overdue loans. In addition, in the fourth quarter of 2017, we started to provide credit enhancement through our own subsidiaries for loans that we facilitate with certain financial partners. However, Circular 141 and the Implementation Plans of Internet Micro Finance Companies both prohibit financial institutions from accepting credit enhancement services provided by institutions with no relevant qualifications. We cannot assure you that our current arrangement with Lerong Duoyuan (Beijing) Technology Ltd. and our financial partners or between our own subsidiaries and our financial partners would be deemed to be in compliance with those requirements. If we were no longer allowed to continue with our current business practices in this regard, we would need to make adjustments to ensure compliance with relevant laws and regulations, including securing qualified sources to provide credit enhancement services for the borrowers. However, it is uncertain whether our financial partners would accept such adjustments on commercially reasonable terms. As of the date of this prospectus, we are in the process of negotiating with some of our financial partners and certain independent guarantee companies, and intend to enter into agreements to allow independent guarantee companies to provide credit enhancement services to the end users of our financial partners as soon as practicable. Moreover, due to the lack of interpretation and implementation rules and the fact that the applicable laws and regulations are rapidly evolving, we cannot assure you that we would not be required to make further changes to our business model in the future. If any of the foregoing were to occur, our business, financial condition and results of operations could be materially and adversely affected.

The current fee arrangements with certain of our financial partners and borrowers may have to be modified to comply with existing or future laws or regulations.

Circular 141 and the Implementation Plans of Internet Micro Finance Companies both prohibit third parties that cooperate with financial institutions and internet micro finance companies from directly charging any interest or fees to borrowers. In our cooperation with certain of our financial partners in the past, including with micro finance companies and banks, we directly charged interest and fees to borrowers for loans funded by those financial partners. We have stopped this practice in response to Circular 141 and no longer charge borrowers directly in cooperation with some of our financial partners. Circular 141 and the Implementation Plans of Internet Micro Finance Companies are subject to further interpretation, and detailed implementation rules may be promulgated in the future. We cannot assure you that our current fee arrangements would be deemed to be in compliance with existing or new interpretations or rules. In the event that we are required to modify the current fee arrangements with our financial partners again, our financial partners may be unwilling to cooperate with us to make those adjustments on commercially reasonable terms, or at all. If any of the foregoing were to occur, our business may be materially and adversely affected.

Limitations on interest and fees that may be charged to borrowers may adversely affect our ability to collect fees.

In accordance with the Provisions on Several Issues Concerning Laws Applicable to Trials of Private Lending Cases issued by the Supreme People's Court in 2015, agreements between a lender and a borrower for loans with annual interest rates below 24% are valid and enforceable. For loans with annual interest rates between 24% and 36%, the courts will likely refuse a borrower's request for the return of the interest payment if the interest on the loans has already been paid to the lender, provided such payment has not damaged the interest of the state, the community or any third parties. If the annual interest rate of a private loan is higher than 36%, the obligation to make interests payment in excess of 36% is void and the court will uphold the borrower's claim for the return of the excess portion to the borrower. The Certain Opinions Regarding Further Strengthening the Financial Judgment Work, issued by the Supreme People's Court in August 2017, provide more detailed rules regarding the legal limits on interest and fees charged in connection with a loan and specify that intermediary service fees charged by an online lending intermediary to circumvent the statutory limit on interest rates for private lending will be held invalid. Circular 141

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further clarifies that not just the interest but the total amount of interest and fees charged to borrowers must be within the limit set forth in the Provisions on Several Issues Concerning Laws Applicable to Trials of Private Lending Cases.

The annual interest and fees charged to our customers in connection with the loans we have facilitated may exceed 24% per year. Therefore, our customers may be entitled to refuse to repay the interest or fees in excess of 24% and the judicial authorities would be unlikely to uphold any claim for remedies that we might make, or they may make a claim for any excess that they paid over 36% per year and the judicial authorities may grant their claim. Since March 1, 2018, the annual interest and fees charged to our customers in connection with the loans we facilitate have been no more than 36%. However, the regulatory authorities may require us to lower our service fees or other fees or require our financial partners to lower the interest rate that they charge to comply with regulatory requirements, and we cannot assure you that we would not be subject to administrative penalties resulted for having charged excessive interest and fees. If we were unable to collect the full amount of interest and fees on outstanding loans, if we were required to return any amounts that we had already collected or if we were required to reduce the interest and fees on new loans, our business, financial condition, results of operations and prospects would be materially and adversely affected.

The trading price of our ADSs is likely to be volatile due to publicity regarding the online consumer finance industry and the evolving regulatory environment governing this industry in China.

The trading price of our ADSs is likely to be volatile and could fluctuate widely due to publicity regarding the online consumer finance industry and the evolving regulatory environment governing this industry in China. While we are not regulated as a financial service provider, we may be affected by PRC financial regulations as a result of the financial products on our platform and our relationships with our financial partners. In addition, we may be associated with any negative publicity regarding those industries in which our financial and business partners operate. The tremendous growth of the online consumer finance industry has recently led to the offering of commercially unreasonable products in the marketplace from certain market players with questionable business ethics and practices. The negative publicity regarding these players has led to swift and drastic regulatory actions from the relevant governmental authorities to further tighten the regulations, and may lead to further actions in the future. As a result, a number of Chinese companies operating in the online consumer finance industry who have listed their securities in the United States experienced significant volatility and sudden price declines. The regulatory environment of the online consumer finance industry may continue to evolve in response to factors beyond our control. Any rumors of or perceived changes to the regulations, even if proven to be untrue or completely unrelated or inapplicable to our business, may cause wide fluctuations in the trading price of our ADSs, and in certain cases significantly declines, which could result in substantial losses to investors. See also "—Risks Relating to Our ADSs and This Offering—The trading price of our ADSs is likely to be volatile, which could result in substantial losses to investors."

If any wealth management financial product or service on our platform or the business practices of us or any of our financial partners are deemed to violate any new or existing PRC laws or regulations, our business, financial condition and results of operations could be materially and adversely affected.

Financial products and financial service providers are strictly regulated in China. While we are not regulated as a financial service provider, we may be affected by PRC financial regulations as a result of the wealth management financial products on our platform and our relationships with our financial partners. For example, our Hongdian platform lists mutual funds while our Polaris platform constructs portfolios with mutual funds and other assets provided by our financial partners. If any financial product on Polaris or Hongdian is deemed to violate any PRC laws or regulations, we may be liable for distributing the product or assisting in offering the product on our platform, even if we are not its direct provider. If any of our financial partners is deemed to violate any PRC laws or regulations, we may be jointly liable due to the

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services or solutions we provide. We may have to remove financial products from our platform or terminate our relationships with financial partners. As a result of any of the foregoing, our business, financial condition and prospects will be materially and adversely affected.

We generate the majority of our revenues through a limited number of business partners.

We generate the majority of our total revenues through a limited number of business partners. We generated 70.2%, 65.1% and 55.3% of our total revenues through cooperation with our top five business partners in 2016, 2017, and the first three months of 2018, respectively, among which 55.8%, 46.2% and 27.2% of our total revenues was generated through cooperation with Qunar, respectively. Our partnerships with these business partners are not on an exclusive basis, and the contract durations are short. If these business partners change their policies, terminate their partnership or do not renew their cooperation agreements with us, our business and result of operations may be materially and adversely affected. If we are not able to expand into new verticals and increase penetration in existing verticals to increase the number of our business partners, retain our existing business partners or renew our existing contracts with major business partners on terms favorable to us, our results of operations will be materially and adversely affected.

We have historically relied on Jimu Group for most of the funding for the loans we have facilitated, and we will continue to rely on Jimu Group for a significant portion of that funding for some time in the future.

The growth and success of our operations depends on the availability of adequate funding to meet user demand for loans on our platform. We have historically relied on Jimu Group for most of that funding. Jimu Box, Jimu Group's online peer-to-peer lending platform, was the funding source for 99% of the outstanding loans facilitated through our platform as of December 31, 2016, 82% of the outstanding loans as of December 31, 2017, and 72% of the outstanding loans as of March 31, 2018. Any adverse change in Jimu Group's funding capability may adversely affect our access to stable funding. As we expand the scale of our business, Jimu Group may be unable to meet our demand for funding, and without further diversification of our financial partners, we may be unable to obtain the funding that we need. If adequate funds are not available to meet the demand for loans, we may not be able to attract new business partners or further develop our relationship with existing business partners, which may cause us to lose market share or experience slower-than-expected growth and harm our business, financial condition and results of operations.

According to The Notice on Inspection of Rectification of Online Lending Information Intermediaries, or Circular 57, which was released on December 8, 2017, an online lending information intermediary may not outsource its core business functions. In addition, a company that is carved out from its predecessor online lending information intermediary and maintains its cooperation only with its predecessor online lending information intermediary would be deemed as an integral part of its predecessor online lending information intermediary and be subject to rigorous inspection under the relevant laws and regulations related to online lending intermediaries.

We have been operating our financing solutions business separately from Jimu Group's peer-to-peer funding business since June 2015, and we have been operating our company substantially as a standalone company since September 2016. However, we and Jimu Group continue to cooperate in various aspects of our business. In particular, Jimu Box has been the single largest funding source for loans facilitated through our platform, and we expect it to remain so for the foreseeable future. Because we have been expanding our cooperation with additional financial partners and Jimu Box is not our only financial partner, and because we have been developing new lines of business unrelated to the Jimu business, we believe that Circular 57 is not applicable to us. However, if Circular 57 were deemed to be applicable to us and we were deemed to be a part of Jimu Box, we could be subject to inspection as part of Jimu Box, and if we or Jimu Box failed such an inspection, our main funding source and hence our business could be materially and adversely affected.

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We have incurred net losses in the past and may incur net losses in the future.

We had net losses of RMB200.5 million in 2016 and RMB84.9 million (US$13.5 million) in 2017. Although we had net income of RMB14.6 million (US$2.3 million) in the first quarter of 2018, we cannot assure you that we will be able to generate net income in the future. We anticipate that our operating expenses will increase in the foreseeable future as we seek to continue to grow our business, attract business partners and financial partners and further enhance and develop our platform. These efforts may prove more expensive than we currently anticipate, and we may not succeed in increasing our revenue sufficiently to offset these higher expenses. There are other factors that could negatively affect our financial condition, such as the availability of funding or laws and regulations negatively impacting our business. Furthermore, we have adopted a share incentive plan, and we will grant equity-based awards to eligible participants from time to time under the plan, which will result in share-based compensation expenses to us. As a result of the foregoing and other factors, our revenue growth may slow, we may incur additional net losses in the future and we may not be able to achieve or maintain profitability on a quarterly or annual basis.

If our platform, services and solutions do not achieve sufficient market acceptance, our growth prospects and competitive position will be harmed.

The attractiveness of our technology-based services and solutions to our business and financial partners, and our online platform to users, depend on our ability to innovate. To remain competitive, we must continue to develop and expand our platform, services and solutions. We must also continue to enhance and improve our data analytics and technology infrastructure. These efforts may require us to develop or license increasingly complex technologies. In addition, new services, solutions and technologies developed and introduced by competitors could render our services and solutions obsolete if we are unable to update or modify our own technology. Developing and integrating new services, solutions and technologies into our existing platform and infrastructure could be expensive and time-consuming. Furthermore, any new features and functions may not achieve market acceptance. We may not succeed in implementing new technologies, or may incur substantial costs in doing so. Our platform, services and solutions must achieve high levels of market acceptance in order for us to recoup our investments. Our platform, services and solutions could fail to attain sufficient market acceptance for many reasons, including:

•: our credit assessment models may not be accurate;
•: we may fail to predict market demand accurately and to provide financial services that meet this demand in a timely fashion;
•: business partners and financial partners using our platforms may not like, find useful or agree with any changes;
•: there may be defects, errors or failures on our platforms;
•: there may be negative publicity about our financial services or our platform's performance or effectiveness; and

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•: there may be competing services or solutions introduced or anticipated to be introduced by our competitors.

If our platform, services or solutions do not achieve adequate acceptance in the market, our competitive position, results of operations and financial condition could be materially and adversely affected.

If our credit assessment system is flawed or ineffective, or if we otherwise fail or are perceived to fail to manage credit risk of loans facilitated through our platform, our reputation and market share would be materially and adversely affected, which would adversely impact our business and results of operations.

Our ability to attract business partners and financial partners to our platform and gain their trust is significantly dependent on our ability to effectively evaluate users' credit profiles and the likelihood of default. To conduct this evaluation, we analyze a variety of information such as basic personal background, third-party bureau data, credit card and bankcard transactional information and transactional information from e-commerce websites. However, our proprietary credit assessment models may inaccurately predict future loan losses under certain circumstances. For instance, after initial credit lines are granted, a user's risk profile may change due to a variety of factors, such as deteriorating personal finances, which may not be captured by our proprietary credit assessment models in a timely manner. We may also expand our network of business partners and serve new user groups with which we have less experience, and our proprietary credit assessment system may be unable to accurately predict future loan losses of the new user groups. In addition, the model and algorithms used by our proprietary credit assessment engine may contain errors, flaws or other deficiencies that may lead to inaccurate credit assessment. If we fail to continuously refine the algorithms and the data processing and machine learning technologies that we use in our proprietary credit assessment engine, or if these efforts introduce programming or other errors or is otherwise ineffective, or if we fail to continuously expand our data sources or the data provided by customers or third parties is incorrect or obsolete, our loan pricing and approval process could be negatively affected, resulting in mispriced or misclassified loans or incorrect approvals or denials of loan requests. Our business partners and financial partners may decide not to cooperate with us, or users may choose not to use our platform, and our reputation and market share would be materially and adversely affected, which would adversely impact our business and results of operations.

We face credit risks in certain funding situations.

Our main business model is to connect business partners and financial partners and enable them to provide financial services to users, and all the loans that we facilitate are funded by our financial partners. However, we bear the credit risk in some funding situations. We currently bear credit risk in connection with most of the point-of-sale installment loans that we facilitate. We do not bear risk under most funding arrangements for personal and business installment loans, but in some cases we fund these loans through trust structures where we retain some liability, and in other cases we provide credit enhancement through our subsidiaries for personal and business installment loans, and in both of these cases we do bear credit risk as well. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Funding Sources and Credit Risk" for more details.

As of March 31, 2018, we had short-term financing receivables, net, of RMB1,333.2 million (US$212.5 million) and long-term financing receivables, net, of RMB211.8 million (US$33.8 million) on our balance sheet. We maintain an allowance for credit losses that is determined at a level believed to be reasonable to absorb probable losses inherent in the portfolio of the financing receivables as of each balance sheet date. The allowance is based on assessments which we perform both on an individual loan basis and on a collective basis. The expected loss rates are applied to the outstanding loan balances to determine the allowance for credit loss for each reporting period. We had an allowance for credit losses of RMB75.6 million (US$12.1 million) as of March 31, 2018. If our credit assessment and risk management system are not effective, we may suffer material unexpected losses, which would harm our financial performance.

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Our business may be affected by the condition of China's credit market and competitive landscape of industries in which we operate.

Changes in the condition of China's credit markets generally impact the demand and supply of financial products, which in turn will affect the demand for financial services and solutions we provide to our business partners. The range, pricing and terms of financial products available in the market partly result from competition among our financial partners and other financial service providers. In a rising interest rate environment, end users may seek funding through other means. In a declining interest rate environment, end users may choose to refinance their loans with lower-priced financial products, which may not be available through our partners. There can be no assurance that our financial partners can respond to fluctuations in interest rates in a timely manner.

In addition, changes in the competitive landscape of the China's online consumer finance and wealth management industries may affect our business. For example, our business partners and financial partners may accumulate more experience and develop more expertise in using our financial solutions, thus they may develop their own capabilities and forgo using the services provided by independent technology platforms such as ours.

A credit crisis or prolonged downturn in the credit markets could severely impact our operating environment. A credit crisis or prolonged downturn in the credit markets might cause tightening in credit guidelines, limited liquidity, deterioration in credit performance and increased foreclosure activities. Since we predominantly generate our revenues from fees charged for our sales and marketing services and not on the basis of outstanding loan amounts, a decrease in transaction volumes could cause a material decline in our revenues for the duration of the crisis, even though we do not bear credit risk in the event of borrower default. Moreover, a financial and credit crisis may be coupled with or trigger a downturn in the macroeconomic environment, which could cause a general decrease in lending activity over a longer period of time. If a credit crisis were to occur, particularly in China's credit markets, our business, financial performance and prospects could be materially and adversely affected.

Our quarterly results may fluctuate significantly and may not fully reflect the underlying performance of our business.

We experience some seasonality in our business, primarily reflecting seasonality in our business partners' businesses. Our seasonality is associated with seasonal demands for consumer loans and travel and for consumption in general, as users use point-of-sale installment loans to finance installment purchases from our business partners. For example, we generally experience more activity during national holidays in China, particularly around the Chinese New Year holiday season in the first quarter of each year. Our quarterly results of operations, including the levels of our revenues, expenses, net loss or income and other key metrics, may vary significantly in the future due to a variety of factors, some of which are outside of our control, and period-to-period comparisons of our operating results may not be meaningful, especially given our limited operating history. In particular, rising default rates will negatively impact our performance if we are not able to maintain our profit margin with a more favorable pricing strategy, but the effect may be masked temporarily for the off-balance sheet loans that we facilitate if the terms of our agreements with our financial partners who take credit risk are renegotiated only at set intervals. For example, our current agreement with Jimu Group calls for a renegotiation of terms every six months. Changes in terms may be larger in magnitude than if terms were renegotiated more frequently, and as a result, our financial results may fluctuate to a greater degree from quarter to quarter than might otherwise be the case. We have experienced an increase in delinquency rates since the end of 2017. This increase has not materially affected our results of operations for off-balance sheet loans as of the end of the first quarter of 2018 because we do not directly bear the default risk on these loans. However, our financial partners for off-balance sheet loans may subsequently renegotiate their terms with us due to these increased delinquencies, resulting in an

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impact on our financial results in the future. Accordingly, the results for any one quarter are not necessarily an indication of future performance.

If we do not compete effectively, our results of operations could be harmed.

We may fail to compete for business partners and financial partners against any of our current or future competitors. Online consumer finance, wealth management and insurance are emerging industries in China. We enable our business and financial partners to provide innovative consumer finance, wealth management and insurance services to the users. With respect to consumer finance enablement, Baidu Finance shares a similar business model where it provides technology enablement services to business partners and financial partners, and we compete with respect to acquiring partners and customers. Other independent platforms also provide such enablement services to partners as one segment of their business. With respect to wealth management and robo-advisory enablement, we compete with companies such as Yingmi.cn and Clipper Advisor. We also compete across consumer finance, wealth management and insurance with platforms affiliated with major internet companies and business ecosystems in China, such as Webank, Ant Financial, JD Finance and Ping An One Connect. In addition, our business and financial partners may develop their own in-house capabilities that compete with the services we currently provide. Some of our larger competitors have substantially broader product or service offerings and greater financial resources to support their spending on sales and marketing. Current or potential competitors may have substantially greater brand recognition and may have more financial, research, marketing and distribution resources than we do. Our competitors may introduce platforms with more effective features, or services or solutions with competitive pricing or better performance. In addition, some of our competitors may have more resources to develop or acquire new technologies and react quicker to the changing demands of business partners and financial partners.

Our business model is unproven.

We work with business partners and financial partners on our platform and enable them to provide financial services to end users efficiently and effectively. This is a relatively new and unproven business model in the financial services industry, and it has evolved, and may continue to evolve, over time. Our business model differs significantly from that of traditional financial service providers and other internet online lending solutions providers in several ways, including our focus on business to business services. The success of our business model depends on its scalability and on our ability to acquire more business partners and financial partners and achieve higher transaction volumes on our platform. If we are unable to efficiently acquire partners, address the business needs of our partners or offer a superior user experience to end users, our results of operation would likely suffer.

Any failure by us or our financial partners or other funding sources to comply with applicable anti-money laundering laws and regulations could damage our reputation.

We have adopted various policies and procedures, such as internal controls and "know-your-customer" procedures, for anti-money laundering purposes. The Internet Finance Guidelines purport, among other things, to require internet finance service providers to comply with certain anti-money laundering requirements, including the establishment of a customer identification program, the monitoring and reporting of suspicious transactions, the preservation of customer information and transaction records, and the provision of assistance to the public security department and judicial authority in investigations and proceedings in relation to anti-money laundering matters. The Fund Sale Measures require independent fund sales institutions to comply with certain anti-money laundering requirements, including establishing a customer identification program, monitoring and reporting suspicious transactions and preserving customer information and transaction records. The Notice on Anti-Money Laundering Operations of the Insurance Industry requires insurance brokerage agencies to establishing anti-money laundering internal control systems and provide assistance to public

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security departments and judicial authorities in investigations. There is no assurance that our anti-money laundering policies and procedures will protect us from being exploited for money laundering purposes or that we will be deemed to be in compliance with applicable anti-money laundering implementing rules, if and when adopted, given that our anti-money laundering obligations in the Internet Finance Guidelines, the Fund Sale Measures and the Notice on Anti-Money Laundering Operations of the Insurance Industry are not specified. Any new requirement under money laundering laws could increase our costs, and may expose us to potential sanctions if we fail to comply. Furthermore, our financial partners are required to have their own appropriate anti-money laundering policies and procedures as stipulated in the applicable anti-money laundering laws and regulations, and our other funding sources may also be required to comply with the applicable anti-money laundering laws and regulations. If we or any of our financial partners or other funding sources fail to comply with applicable anti-money laundering laws and regulations, our reputation could suffer and we could become subject to regulatory intervention, which could have a material adverse effect on our business, financial condition and results of operations. Any negative perception of the industry, such as those that arise from any failure of other internet finance service providers to detect or prevent money laundering activities, could compromise our image or undermine the trust and credibility we have established. If any of the foregoing were to occur, our reputation, business, financial condition and results of operations might be materially and adversely affected.

Failure to protect confidential information of our end users and our network against security breaches could damage our reputation and brand and substantially harm our business and results of operations.

Our business involves the collection, storage, processing and transmission of end users' personal data. The highly automated nature of our platform may make it an attractive target and potentially vulnerable to cyber-attacks, computer viruses, physical or electronic break-ins or similar disruptions. While we have taken steps to protect confidential information that we have access to, our security measures could be breached. Any accidental or willful security breaches or other unauthorized access to our platform could cause confidential information to be stolen and used for criminal purposes. Security breaches or unauthorized access to confidential information could also expose us to liability related to the loss of the information, time-consuming and expensive litigation and negative publicity. If security measures are breached because of third-party action, employee error, malfeasance or otherwise, or if design flaws in our software are exposed and exploited, our relationships with our business partners and financial partners could be severely damaged, and we could incur significant liability. Because techniques used to sabotage or obtain unauthorized access to systems change frequently and generally are not recognized until they are launched against a target, we may be unable to anticipate these techniques or to implement adequate preventative measures.

A severe or prolonged downturn in the Chinese or global economy could materially and adversely affect our business and financial condition.

The global macroeconomic environment is facing challenges, including the end of quantitative easing by the U.S. Federal Reserve, the economic slowdown in the Eurozone since 2014 and uncertainties over the impact of Brexit. The Chinese economy has shown slower growth compared to the previous decade since 2012 and the trend may continue. There is considerable uncertainty over the long-term effects of the expansionary monetary and fiscal policies adopted by the central banks and financial authorities of some of the world's leading economies, including the United States and China. There have been concerns over unrest and terrorist threats in the Middle East, Europe and Africa, which have resulted in market volatility. There have also been concerns on the relationship between China and other countries, including the surrounding Asian countries, which may potentially have economic effects. Economic conditions in China are sensitive to global economic conditions, as well as changes in domestic economic and political policies and the expected or perceived overall economic growth rate in China. Any severe or prolonged slowdown in the global or Chinese economy may materially and adversely affect our business, results of operations and financial condition.

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We may be required to obtain value-added telecommunication service licenses by the PRC regulatory authorities.

Both Anquying (Shanghai) Investment Consulting Co., Ltd. and Beijing Hongdian Fund Distributor Co., Ltd., or Beijing Hongdian, conduct value-added telecommunications businesses, for which they are required to obtain value-added telecommunications service licenses. See "Regulation—Regulations Relating to Value-Added Telecommunication Service." Failure to comply with the regulations relating to value-added telecommunications services may result in fines and other administrative sanctions. Although Beijing Hongdian has obtained a value-added telecommunications service license for its operations on its website and Anquying (Shanghai) Investment Consulting Co., Ltd. has applied for a value-added telecommunication service license for its website, neither has obtained a license for its operations on its mobile applications. There is a lack of further interpretations or explicit and detailed laws and regulations regarding the value-added telecommunications service license for a mobile applications provider, and the governmental authorities are not issuing value-added telecommunication service licenses to mobile applications providers to the best of our knowledge. However, to the extent that the PRC regulatory authorities require value-added telecommunication service licenses to be obtained for the operation of our mobile applications, we may be subject to the sanctions described above if we do not obtain such licenses, and our business, financial condition and results of operations maybe materially and adversely affected.

Limitations on micro finance companies and online lending information intermediaries may adversely affect our access to funding.

Circular 141 requires online micro finance companies to suspend the funding of micro-loans that are unrelated to the circumstances of their use and to gradually reduce the volume of their existing business relating to such loans and to complete rectifications within a given period of time. Circular 141 also prohibits online lending information intermediaries from facilitating loans with no designated use of loan proceeds. Although we now require the end users of our personal and business installment loans to specify the intended use of the loan proceeds, and the intended use is stipulated in the loan agreement between the borrower and the lender, it is unclear whether personal and business installment loans that we have facilitated through our solutions would be deemed to be loans with no designated use of loan proceeds and thus subject to the foregoing requirement of Circular 141. If such personal and business installment loans were deemed to be loans with no designated use of loan proceeds, we would need to take measures to track the actual use of loans, and our financial partners would also need to take measures to track the actual use of loans and may require us to cooperate with them and upgrade our system, both of which could cause us to incur substantial additional expenses. If we were unable to effectively implement the foregoing or other rectification measures, we might need to reduce or even cease the funding and facilitation of such personal and business installment loans. If that were to occur, our business, financial condition and results of operations would be materially and adversely affected.

We may not be able to obtain additional capital when desired, on favorable terms or at all.

Our consolidated financial statements have been prepared on a going concern basis. While we incurred net losses in the past, we anticipate that the net proceeds we receive from this offering, together with our current cash, will be sufficient to meet our current and anticipated needs for general corporate purposes for at least the next 12 months. However, we need to make continued investments in facilities, hardware, software and technological systems and to retain talents to remain competitive. In addition, we invest some of our own capital in structured finance products as part of our strategy to expand our network of financial partners and diversify our funding sources. Due to the unpredictable nature of the capital markets and our industry, there can be no assurance that we will be able to raise additional capital on terms favorable to us, or at all, if and when required, especially if we experience

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disappointing operating results. If adequate capital is not available to us as required, our ability to fund our operations, expand our business, take advantage of unanticipated opportunities, develop or enhance our infrastructure or respond to competitive pressures could be significantly limited, which would adversely affect our business, financial condition and results of operations. In such an event, there may also be doubt as to our ability to continue as a going concern. If we do raise additional funds through the issuance of equity or convertible debt securities, the ownership interests of our shareholders could be significantly diluted. These newly issued securities may have rights, preferences or privileges senior to those of existing shareholders.

Our financial information included in this prospectus may not be representative of our financial condition and results of operations if we had been operating as a stand-alone company.

We entered into various transaction agreements in connection with the Reorganization in December 2017 and completed the Reorganization in March 2018. We made numerous estimates, assumptions and allocations in our historical financial statements because we will not operate as a stand-alone company prior to the completion of the Reorganization. In particular, our consolidated balance sheets include those assets and liabilities that are specifically identifiable to our business, and our consolidated statements of operations include all costs and expenses related to us, including costs and expenses allocated from Jimu Group to us. Although we believe that the assumptions underlying our historical financial statements and the above allocations are reasonable, our historical financial statements may not necessarily reflect our results of operations, financial position and cash flows as if we had operated as a stand-alone company during those periods. Therefore, you should not view our historical results as indicators of our future performance. See "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the notes to our consolidated financial statements included elsewhere in this prospectus for our historical cost allocation.

Our agreements with Jimu Group may be less favorable to us than similar agreements negotiated between unaffiliated third parties. In particular, our non-competition agreement with Jimu Group limits the scope of business that we are allowed to conduct.

We have entered into a series of agreements with Jimu Group and the terms of such agreements may be less favorable to us than would be the case if they were negotiated with unaffiliated third parties. In particular, under our non-competition agreement with Jimu Group, we agreed not to compete with Jimu Group in any peer-to-peer lending business and any other businesses as we and Jimu Group may mutually agree from time to time, during the non-competition period. The non-competition period will last until the later of (i) the date that is 15 calendar days after the first quarter-end date that the common shareholding between Jimu Group's holding company and Pintec drops below 20%; and (ii) the 15th anniversary of the date of completion of this offering. In addition, pursuant to a cooperation framework agreement with Jimu Group, Jimu Group agrees to fund the loans to borrowers referred and approved by us up to an aggregate of no less than 50% of all of the loans matched on Jimu Group's online peer-to-peer lending platform each month. See "Corporate History and Structure—Our Relationship with Jimu Group." These agreements may affect our ability to diversify our revenue and funding sources and may materially and adversely impact our business and prospects. Also, the allocation of assets and liabilities between Jimu Group and our company may not reflect the allocation that would have been reached by two unaffiliated parties. Moreover, we may not be able to bring a legal claim against Jimu Group in the event of contractual breach, notwithstanding our contractual rights under the agreements described above and other inter-company agreements entered into from time to time.

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We may have conflicts of interest due to related party transactions with Jimu Group.

We and Jimu Group are under the control of the same shareholders. Immediately after the completion of the Reorganization, each of these shareholders will have the same shareholding interest in our company and in Jimu Group's holding company, Jimu Holdings Limited, but their interests in our company will be diluted by this offering, so they will generally have a higher proportion of shareholding in Jimu Group's holding company than in us. In addition, we and Jimu Group's holding company share three board members, and these members constitute a majority of each board. The overlap in shareholding and in directors between our company and Jimu Group's holding company could create, or appear to create, conflicts of interest when these persons are faced with decisions with potentially different implications for Jimu Group and us.

Conflicts of interest may arise between Jimu Group and us in a number of areas relating to our ongoing relationships. Potential conflicts of interest that we have identified include the following:

•: Employee recruiting and retention. Because both we and Jimu Group are engaged in businesses relating to consumer finance in China, we may compete with Jimu Group in the hiring of new employees, in particular with respect to risk management.
•: Allocation of business opportunities. Under our non-compete agreement with Jimu Group, we agree not to compete with Jimu Group in any peer-to-peer lending business. In addition, other business opportunities may arise that both we and Jimu Group find attractive and which would complement our respective businesses.
•: Related party transactions. Jimu Group is expected to continue to be a major funding source for our platform under a cooperation framework agreement on terms and conditions similar to those we have with third party funding providers. However, if our arrangements with Jimu Group are perceived by our other financial partners to be not on commercially reasonable terms, our reputation may be damaged and our business and results of operations may be adversely affected.

Any negative development in Jimu Group's market position, brand recognition or financial condition may materially and adversely affect the strength of our brand.

Historically, we have benefited significantly from the fact that we and Jimu Group operated as a single entity to develop our businesses and achieve market recognition, and we expect to continue to benefit significantly from our association with Jimu Group in marketing our brand and our services. Our business, including Dumiao, Polaris and Hongdian, was previously operated under the Jimu umbrella brand. Our services historically have been associated with Jimu Group, and they may continue to be commonly associated with Jimu Group. We benefit from Jimu Group's strong brand recognition in China, which provides us credibility and a broad marketing reach. If Jimu Group loses its market position, the effectiveness of our marketing efforts through our association with Jimu Group may be materially and adversely affected. In addition, any negative publicity associated with Jimu Group or any negative development in respect of Jimu Group's market position, financial conditions, or compliance with legal or regulatory requirements in China will likely have an adverse impact on the effectiveness of our marketing as well as our reputation and brand.

On the other hand, we have actively engaged in marketing our own brands, including Pintec, Dumiao, Polaris and Hongdian, to distinguish our services from those provided by Jimu Group. However, there is no assurance that such efforts will be successful. Continued association of our services with Jimu Group may hinder our future marketing endeavor and brand recognition, and as a result, our financial conditions, results of operations and strength of our brand may be materially and adversely affected.

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Any negative publicity with respect to us, our financial service providers or the industry in which we operate may materially and adversely affect our business and results of operations.

The reputation of our brand is critical to our business and competitiveness. Any malicious or negative publicity about our products or services, whether or not accurate and whether or not we are negligent or at fault, including but not limited to publicity relating to our management, business, compliance with the law, financial conditions or prospects, whether with or without merit, could severely compromise our reputation and harm our business and operating results.

As China's online consumer finance and wealth management industry is new and the regulatory framework for this industry is also evolving, negative publicity about this industry and the market segment in which we or our business or financial partners operate may arise from time to time. Negative publicity about China's online consumer finance industry in general may also have a negative impact on our reputation, regardless of whether we have engaged in any inappropriate activities. The PRC government is in the process of developing and implementing a regulatory framework to govern the online consumer finance market. Any publicity about players in China's online consumer finance industry who are not in compliance with the new regulatory framework may adversely impact the reputation of the industry as a whole. Furthermore, any negative development or perception of the online consumer finance industry as a whole, even if factually incorrect or based on isolated incidents or as result of conduct by other market players, could compromise our image, undermine our credibility and negatively impact our ability to attract new business and financial partners. Negative developments in the online consumer finance industry, such as widespread customer defaults, fraudulent behavior, the closure of other online consumer finance platforms, or incidents indirectly resulting from the accumulation of large amounts of debt and inability to repay by any particular customer, may also lead to tightened regulatory scrutiny of the sector and limit the scope of permissible business activities that may be conducted by online consumer finance platforms. For instance, there have been a number of reports since 2015 of business failures, accusations of fraud and unfair dealing regarding certain companies in the online consumer finance industry in China. If users or business and financial partners associate our company with these companies, they may be less willing to engage in borrowing or funding activities on our platform. If any of the foregoing takes place, our business and results of operations could be materially and adversely affected.

If we fail to promote and maintain our brand in a cost-efficient way, our business and results of operations may be harmed.

We believe that developing and maintaining awareness of our brand effectively is critical to attracting new partners and users to our platform and retaining existing ones. This depends largely on the effectiveness of our customer acquisition strategy, our marketing efforts, our cooperation with our business partners and the success of the channels we use to promote our platform. If any of our current user acquisition strategies or marketing channels become less effective, more costly or no longer feasible, we may not be able to attract new partners and users in a cost-effective manner or convert potential partners and users into using our financial services and solutions.

Our efforts to build our brand have caused us to incur expenses, and it is likely that our future marketing efforts will require us to incur additional expenses. These efforts may not result in increased revenues in the immediate future or any increases at all and, even if they do, any increases in revenues may not offset the expenses incurred. If we fail to successfully promote and maintain our brand while incurring additional expenses, our results of operations and financial condition would be adversely affected, and our ability to grow our business may be impaired.

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If users are dissatisfied with the performance of the financial products we offer on Hongdian or the portfolios we construct and offer through our Polaris robo-advisory services, our brand may suffer and our business and results of operations may be harmed.

The users access the financial products we offer through our Hongdian platform and the portfolios we construct and offer through our Polaris robo-advisory services. Our reputation and brand may suffer if these products do not provide expected investment returns or otherwise perform poorly, even if we do not provide the underlying investment assets. Although we have established standards to screen financial partners before listing their products, we have limited control over the financial products themselves and no control over how they perform. If users become dissatisfied with the financial products available on our platform or the financial products that they acquired through our platform, our business, reputation, financial performance and prospects could be materially and adversely affected.

Misconduct and errors by our employees could harm our business and reputation.

We are exposed to many types of operational risks, including the risk of misconduct and errors by our employees. Our business depends on our employees to interact with users and partners, process large numbers of transactions and support loan servicing, all of which involve the use and disclosure of personal information. We could be materially and adversely affected if transactions were redirected, misappropriated or otherwise improperly executed, if personal information were disclosed to unintended recipients or if an operational breakdown or failure were to occur in the processing of transactions, whether as a result of human error, purposeful sabotage or fraudulent manipulation of our operations or systems. In addition, the manner in which we store and use certain personal information and interact with partners and users through our platforms is governed by various PRC laws. It is not always possible to identify and deter misconduct or errors by employees, and the precautions we take to detect and prevent this activity may not be effective in controlling unknown or unmanaged risks or losses. If any of our employees take, convert or misuse funds, documents or data or fail to follow protocol when interacting with partners and users, we could be liable for damages and subject to regulatory actions and penalties. We could also be perceived to have facilitated or participated in the illegal misappropriation of funds, documents or data, or the failure to follow protocol, and therefore be subject to civil or criminal liability.

Fraudulent activity on our platforms could negatively impact our operating results, brand and reputation and cause the use of our products and services to decrease.

We may be vulnerable to fraudulent activity on our platform, sometimes through sophisticated schemes or collusion. Certain of our own employees, on their own or in collusion with others inside or outside our company, may participate in fraudulent or otherwise illegal activities. Our resources, technologies, fraud detection tools and risk management system may be insufficient to accurately detect and timely prevent fraud and misconduct. Significant increases in fraudulent activity could negatively impact our brand and reputation, cause losses to users and financial service providers, and reduce user activity on our platform. We may need to adopt additional measures to prevent and reduce fraud, which could increase our costs. High profile fraudulent activity could even lead to regulatory intervention, and may divert our management's attention and cause us to incur additional expenses and costs. If any of the foregoing were to occur, our results of operations and financial conditions could be materially and adversely affected.

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We rely on data from third parties and users for the successful operation of our platform, and this data may be inaccurate or may not accurately reflect users' creditworthiness, which may cause us to inaccurately price loans facilitated through our platform and cause our reputation to be harmed.

Our ability to accurately price loans depends on credit, identification, employment and other relevant information that we receive. Unlike many developed countries, China does not have a well-developed centralized credit reporting system. As an open platform, we have access to data from users, business partners, financial partners and third-party data partners. We synthesize multiple sources of data with our data analytics capability, which drives our credit assessment engine. We cannot ensure the accuracy and timeliness of the various sources of data that we use.

While we strive to predict the likelihood of default of a user through our credit assessment models, we may not accurately predict a user's actual creditworthiness because we may receive outdated, incomplete or inaccurate data. We do not verify information obtained from third parties, other than as indicated elsewhere in this prospectus. Low quality or inaccurate data could materially affect the accuracy and validity of our assessment capability, services and solutions, which could adversely affect our reputation and financial performance.

In addition, there is a risk that, following the date we obtain and review the information, a user's personal circumstances may have changed. The user may have become delinquent in the payment of an outstanding obligation, defaulted on a pre-existing debt obligation, taken on additional debt or otherwise had their ability to repay the loan reduced. We cannot ensure that the data that we use is always up to date, and this may cause us to inaccurately price loans and lead to a higher loss rate.

We have obligations to verify information relating to users and detecting fraud. If we fail to perform such obligations to meet the requirements of relevant laws and regulations, we may be subject to liabilities.

Our business of facilitating the offer of financial products by our partners to users constitutes an intermediary service, and our contracts with partners and users are intermediation contracts under the PRC Contract Law. Under the PRC Contract Law, an intermediary that intentionally conceals any material information or provides false information in connection with the conclusion of the proposed contract and so harms the client's interests may not claim for any service fee for its intermediary services and is liable for any damage incurred by the users. Therefore, if we fail to verify the truthfulness of the information provided by or in relation to our users and to actively detect fraud, we could be subject to liability as an intermediary under the PRC Contract Law, and our results of operations and financial condition could be materially and adversely affected.

If our ability to collect delinquent loans is impaired, our business and results of operations might be materially and adversely affected.

Our ability to collect loans is dependent on the user's continuing financial stability, and consequently, collections can be adversely affected by job loss, divorce, death, illness or personal bankruptcy. Our collection activities are highly automated, done through digital means such as payment reminder notifications in our app, reminder text messages, voice messages and e-mails and supplemented by direct phone calls. We generally refer the delinquent account to an outside collection agent. All of our collection efforts have been outsourced as of July 1, 2017. The collection agency will charge collection fees, which will increase our expenses. If our third-party service providers' collection methods are not effective and we fail to respond quickly and improve our collection methods, our delinquent loan collection rate may decrease and our financial partners may suffer loss, which may affect our business and reputation. Our service fees also depend on the collectability of the loans that we facilitate. If we experience an unexpected significant increase in the number of users who fail to repay their loans or an increase in the principal amount of the loans that are not repaid, we will be

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unable to collect our entire service fee for such loans and our revenue could be materially and adversely affected.

We may be held responsible for illegal or unethical practices by third parties that we use to collect delinquent loans.

We generally refer delinquent accounts to third party collection service providers. All of our collection efforts have been outsourced as of July 1, 2017. While we have implemented and enforced policies and procedures relating to collection activities by third-party service providers, if those collection methods are viewed by the users or regulatory authorities as harassment, threats or other illegal conduct, we may be subject to lawsuits initiated by the users or prohibited by the regulatory authorities from using certain collection methods. If this were to happen and we fail to adopt alternative collection methods in a timely manner or the alternative collection methods are proven to be ineffective, we might not be able to maintain our delinquent loan collection rate, and the transaction volumes on our platform may decrease and our business and the results of operations could be materially and adversely affected.

If we fail to effectively manage our growth, our business and operating results could be harmed.

We continue to experience rapid growth in our business and operations, which will continue to place significant demands on our management, operational and financial resources. We may encounter difficulties as we expand our operations, data and technology, sales and marketing, and general and administrative capabilities. We expect our expenses to continue to increase in the future as we enhance data analytical capabilities, launch new technology development projects and build additional technology infrastructure. Continued growth could also strain our ability to maintain the quality and reliability of our platform and services, develop and improve our operational, financial, legal and management controls, and enhance our reporting systems and procedures. Our expenses may grow faster than our revenues, and our expenses may be greater than we anticipate. Managing our growth will require significant expenditures and allocation of valuable management resources. If we fail to achieve the necessary level of efficiency in our organization as it grows, our business, operating results and financial condition could be harmed.

Our business depends on the continued efforts of our senior management. If one or more of our key executives were unable or unwilling to continue in their present positions, our business may be severely disrupted.

Our business operations depend on the continued services of our senior management, particularly the executive officers named in this prospectus. While we have provided incentives to our management, we cannot assure you that we can continue to retain their services. If one or more of our key executives were unable or unwilling to continue in their present positions, we might not be able to replace them easily or at all, our future growth may be constrained, our business may be severely disrupted and our financial condition and results of operations may be materially and adversely affected. In addition, although we have entered into confidentiality and non-competition agreements with our management, there is no assurance that any member of our management team will not join our competitors or form a competing business. If any dispute arises between our current or former officers and us, we may have to incur substantial costs and expenses in order to enforce such agreements in China or we may not be able to enforce them at all.

We may not be able to attract and retain the qualified and skilled employees needed to support our business.

We believe our future success depends on our continued ability to attract, develop, motivate and retain qualified and skilled employees. Competition for highly skilled technical, risk management and financial personnel is extremely intense. We may not be able to hire and retain these personnel at compensation levels consistent with our existing compensation and salary structure. Some of the

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companies with which we compete for experienced employees have greater resources than we have and may be able to offer more attractive terms of employment. In addition, we invest significant time and expenses in training our employees, which increases their value to competitors who may seek to recruit them. If we fail to retain our employees, we could incur significant expenses in hiring and training new employees, and our ability to serve users and financial service providers could diminish, resulting in a material adverse effect to our business.

Our proprietary robo-advisory engine may be flawed or ineffective at providing investment advices, which may subject us to additional risks.

We have provided investment advisory services to users on our Polaris platform and our financial partners through our proprietary robo-advisory services, which construct investment portfolios that cater to the specific risk appetites of our users and to achieve targeted risk-adjusted returns. We believe that our proprietary robo-advisory services provide users with a cost-efficient, competitively priced, easy-to-use automated wealth management solution intended to maximize portfolio returns based on a user's specific risk appetite. If our proprietary robo-advisory engine is flawed or ineffective, our reputation and market share would be materially and adversely affected, which would severely impact our business and results of operations. Additional risks associated with these investment advisory activities through robo-advisory engine include those that might arise from unsuitable investment recommendations, inadequate due diligence, inadequate disclosure and fraud. Realization of these risks could lead to liability for client losses, regulatory fines, civil penalties and harm to our reputation and business.

Our platform and internal systems rely on software that is highly technical, and if it contains undetected errors, our business could be adversely affected.

Our platform and internal systems rely on software that is highly technical and complex. In addition, our platform and internal systems depend on the ability of the software to store, retrieve, process and manage immense amounts of data. The software on which we rely has contained, and may now or in the future contain, undetected errors or bugs. Some errors may only be discovered after the code has been released for use. Errors or other design defects within the software on which we rely may result in a negative experience for users and financial service providers, delay introductions of new features or enhancements, result in errors or compromise our ability to protect data or our intellectual property. Any errors, bugs or defects discovered in the software on which we rely could result in harm to our reputation, loss of users or financial service provider partners or liability for damages, any of which could adversely affect our business, results of operations and financial conditions.

Any significant disruption in service on our platform or in our computer systems, including events beyond our control, could reduce the attractiveness of our platform, services and solutions and result in a loss of users or financial service provider partners.

In the event of a system outage and physical data loss, the performance of our platform, services and solutions would be materially and adversely affected. The satisfactory performance, reliability and availability of our platform, services and solutions and the technology infrastructure that underlies them are critical to our operations and reputation and our ability to retain existing and attract new users and partners. Much of our system hardware is hosted in a leased facility located in Beijing that is operated by our IT staff. We also maintain a real-time backup system in the same facility and a remote backup system at a separate facility also located in Beijing. Our operations depend on our ability to protect our systems against damage or interruption from natural disasters, power or telecommunications failures, air quality issues, environmental conditions, computer viruses or other attempts to harm our systems, criminal acts and similar events. If there is a lapse in service or damage to our leased facilities in Beijing, we could experience interruptions and delays in our service and may incur additional expense in arranging new facilities.

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Any interruptions or delays in the availability of our platform or solutions, whether accidental or willful, and whether as a result of our own or third-party error, natural disasters or security breaches, could harm our reputation and our relationships with users and partners. Our disaster recovery plan has not been tested under actual disaster conditions, and we may not have sufficient capacity to recover all data and services in the event of an outage and such recovery may take a prolonged period of time. These factors could damage our brand and reputation, divert our employees' attention and subject us to liability, any of which could adversely affect our business, financial condition and results of operations.

Our operations depend on the performance of the internet infrastructure and telecommunications networks in China.

Almost all access to the internet in China is maintained through state-owned telecommunication operators under the administrative control and regulatory supervision of the Ministry of Industry and Information Technology. We primarily rely on a limited number of telecommunication service providers to provide us with data communications capacity through local telecommunications lines and internet data centers to host our servers. We have limited access to alternative networks or services in the event of disruptions, failures or other problems with China's internet infrastructure or the fixed telecommunications networks provided by telecommunication service providers. With the expansion of our business, we may be required to upgrade our technology and infrastructure to keep up with the increasing traffic on our platform. We cannot assure you that the internet infrastructure and the fixed telecommunications networks in China will be able to support the demands associated with the continued growth in internet usage. In addition, we have no control over the costs of the services provided by telecommunication service providers. If the prices we pay for telecommunications and internet services rise significantly, our financial performance may be adversely affected. Furthermore, if internet access fees or other charges to internet users increase, our user traffic may decline and our business may be harmed.

We may not be able to prevent others from making unauthorized use of our intellectual property, which could harm our business and competitive position.

We regard our software registrations, trademarks, domain names, know-how, proprietary technologies and similar intellectual property as critical to our success, and we rely on a combination of intellectual property laws and contractual arrangements, including confidentiality and non-compete agreements with our employees and others to protect our proprietary rights. See "Business—Intellectual Property." Despite these measures, any of our intellectual property rights could be challenged, invalidated, circumvented or misappropriated, or such intellectual property may not be sufficient to provide us with competitive advantages. In addition, parts of our business rely on technologies developed or licensed by third parties, and we may not be able to obtain or continue to obtain licenses and technologies from these third parties on reasonable terms, or at all.

It is often difficult to maintain and enforce intellectual property rights in China. Statutory laws and regulations are subject to judicial interpretation and enforcement and may not be applied consistently due to the lack of clear guidance on statutory interpretation. Confidentiality and non-compete agreements may be breached by counterparties, and there may not be adequate remedies available to us for any such breach. Accordingly, we may not be able to effectively protect our intellectual property rights or to enforce our contractual rights in China. Preventing any unauthorized use of our intellectual property is difficult and costly and the steps we take may be inadequate to prevent the misappropriation of our intellectual property. In the event that we resort to litigation to enforce our intellectual property rights, such litigation could result in substantial costs and a diversion of our managerial and financial resources. We can provide no assurance that we will prevail in such litigation. In addition, our trade secrets may be leaked or otherwise become available to, or be independently discovered by, our competitors. To the extent that our employees or consultants use intellectual

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property owned by others in their work for us, disputes may arise as to the rights in related know-how and inventions. Any failure in protecting or enforcing our intellectual property rights could have a material adverse effect on our business, financial condition and results of operations.

We may be subject to intellectual property infringement claims, which may be expensive to defend and may disrupt our business and operations.

We cannot be certain that our operations or any aspects of our business do not or will not infringe upon or otherwise violate trademarks, patents, copyrights, know-how or other intellectual property rights held by third parties. From time to time in the future, we may be subject to legal proceedings and claims relating to the intellectual property rights of others. In addition, there may be third-party trademarks, patents, copyrights, know-how or other intellectual property rights that are infringed by our products, services or other aspects of our business without our awareness. Holders of such intellectual property rights may seek to enforce such intellectual property rights against us in China, the United States or other jurisdictions. If any third-party infringement claims are brought against us, we may be forced to divert management's time and other resources from our business and operations to defend against these claims, regardless of their merits.

Additionally, the application and interpretation of China's intellectual property right laws and the procedures and standards for granting trademarks, patents, copyrights, know-how or other intellectual property rights in China are still evolving and are uncertain, and we cannot assure you that PRC courts or regulatory authorities would agree with our analysis. If we were found to have violated the intellectual property rights of others, we may be subject to liability for our infringement activities or may be prohibited from using such intellectual property, and we may incur licensing fees or be forced to develop alternatives of our own. As a result, our business and results of operations may be materially and adversely affected.

If we fail to maintain an effective system of internal control over financial reporting, we may be unable to accurately report our financial results or prevent fraud.

Prior to this offering, we were a private company with limited accounting personnel and other resources with which to address our internal control and procedures. Our management has not completed an assessment of the effectiveness of our internal control over financial reporting and our independent registered public accounting firm has not conducted an audit of our internal control over financial reporting. In the course of auditing our consolidated financial statements for the year ended December 31, 2017, we and our independent registered public accounting firm identified one material weakness in our internal control over financial reporting as of December 31, 2017, in accordance with the standards established by the Public Company Accounting Oversight Board of the United States.

The material weakness that has been identified relates to our lack of sufficient financial reporting and accounting personnel with appropriate knowledge of U.S. GAAP and SEC reporting requirements to properly address complex U.S. GAAP technical accounting issues and prepare and review financial statements and related disclosures in accordance with U.S. GAAP and reporting requirements set forth by the SEC. We have implemented and are continuing to implement a number of measures to address the material weakness that has been identified. For details, see "Management's Discussion and Analysis of Financial Condition and Results of Operations—Internal Control Over Financial Reporting." However, we cannot assure you that we will be able to continue implementing these measures in the future, or that we will not identify additional material weaknesses in the future.

Upon the completion of this offering, we will become a public company in the United States subject to the Sarbanes-Oxley Act of 2002. Section 404 of the Sarbanes-Oxley Act of 2002 will require that we include a report of management on our internal control over financial reporting in our annual report on Form 20-F beginning with our annual report for the fiscal year ending December 31, 2018. In addition, once we cease to be an "emerging growth company" as such term is defined in the JOBS Act,

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our independent registered public accounting firm must attest to and report on the effectiveness of our internal control over financial reporting. Our management may conclude that our internal control over financial reporting is not effective. Moreover, even if our management concludes that our internal control over financial reporting is effective, our independent registered public accounting firm, after conducting its own independent testing, may issue a report that is qualified if it is not satisfied with our internal controls or the level at which our controls are documented, designed, operated or reviewed, or if it interprets the relevant requirements differently from us. In addition, after we become a public company, our reporting obligations may place a significant strain on our management, operational and financial resources and systems for the foreseeable future. We may be unable to timely complete our evaluation testing and any required remediation.

During the course of documenting and testing our internal control procedures, in order to satisfy the requirements of Section 404, we may identify other weaknesses and deficiencies in our internal control over financial reporting. In addition, if we fail to maintain the adequacy of our internal control over financial reporting, as these standards are modified, supplemented or amended from time to time, we may not be able to conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with Section 404. If we fail to achieve and maintain an effective internal control environment, we could suffer material misstatements in our financial statements and fail to meet our reporting obligations, which would likely cause investors to lose confidence in our reported financial information. This could in turn limit our access to capital markets, harm our results of operations, and lead to a decline in the trading price of our ADSs.

Additionally, ineffective internal control over financial reporting could expose us to increased risk of fraud or misuse of corporate assets and subject us to potential delisting from the stock exchange on which we list, regulatory investigations and civil or criminal sanctions. We may also be required to restate our financial statements from prior periods.

We have limited insurance coverage which could expose us to significant costs and business disruption.

We maintain various insurance policies to safeguard against risks and unexpected events. Additionally, we provide social security insurance including pension insurance, unemployment insurance, work-related injury insurance, maternity insurance and medical insurance for our employees. However, as the insurance industry in China is still in an early stage of development, insurance companies in China currently offer limited business-related insurance products. We do not maintain business interruption insurance or general third-party liability insurance, nor do we maintain product liability insurance or key-man insurance. We consider our insurance coverage to be in line with that of other companies in the same industry of similar size in China, but we cannot assure you that our insurance coverage is sufficient to prevent us from any loss or that we will be able to successfully claim our losses under our current insurance policies on a timely basis, or at all. If we incur any loss that is not covered by our insurance policies, or the compensated amount is significantly less than our actual loss, our business, financial condition and results of operations could be materially and adversely affected.

Future investments in and acquisitions of complementary assets, technologies and businesses may fail and may result in equity or earnings dilution or significant diversion of management attention.

We may invest in or acquire assets, technologies and businesses that are complementary to our existing business. Our investments or acquisitions may not yield the results we expect. In addition, investments and acquisitions could result in the use of substantial amounts of cash, potentially dilutive issuances of equity securities, significant amortization expenses related to intangible assets, significant diversion of management attention and exposure to potential unknown liabilities of the acquired business. Moreover, the cost of identifying and consummating investments and acquisitions, and integrating the acquired businesses into ours, may be significant, and the integration of acquired businesses may be disruptive to our existing business operations. In the event that our investments and acquisitions are not successful, our financial condition and results of operations may be materially and adversely affected.

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Our plans for international expansion may expose us to additional risks.

We are looking into opportunities to expand our platform into regions outside of China. Such expansion may expose us to additional risks, including:

•: challenges associated with relying on local partners in markets that are not as familiar to us, including local joint venture partners to help us establish our business;
•: increased demands on our management's time and attention to deal with potentially unique issues arising from local circumstances;
•: potentially adverse tax consequences from operating in multiple jurisdictions;
•: complexities and difficulties in obtaining protection and enforcing our intellectual property in multiple jurisdictions;
•: the burden of compliance with additional regulations and government authorities in a highly regulated industry; and
•: general economic and political conditions internationally.

We have entered into two joint ventures outside of China to offer our solutions in additional markets in conjunction with local partners. In October 2017, we formed a joint venture named PIVOT Fintech Pte. Ltd. together with FWD Group and certain angel investors to provide robo-advisory services in Southeast Asia. In April 2018, we formed a joint venture named Avatec.ai(S) Pte. Ltd. together with United Overseas Bank Limited to offer credit services and solutions primarily in Southeast Asian countries.

We face risks related to natural disasters and health epidemics.

Our business could be materially and adversely affected by natural disasters, health epidemics or other public safety concerns affecting the PRC, and particularly Beijing. Natural disasters may give rise to server interruptions, breakdowns, system failures, technology platform failures or internet failures, which could cause the loss or corruption of data or malfunctions of software or hardware as well as adversely affect our ability to operate our platform and provide services and solutions. Our business could also be adversely affected if our employees are affected by health epidemics. In addition, our results of operations could be adversely affected to the extent that any health epidemic harms the Chinese economy in general. Our headquarters are located in Beijing, where most of our directors and management and the majority of our employees currently reside. Most of our system hardware and back-up systems are hosted in facilities located in Beijing. Consequently, if any natural disasters, health epidemics or other public safety concerns were to affect Beijing, our operation may experience material disruptions, which may materially and adversely affect our business, financial condition and results of operations.

Risks Relating to Our Corporate Structure

If the PRC government deems that the contractual arrangements in relation to our variable interest entities and their subsidiaries do not comply with PRC regulatory restrictions on foreign investment in the relevant industries, or if these regulations or the interpretation of existing regulations change in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations.

We are a Cayman Islands company and our PRC subsidiaries are considered foreign-invested enterprises. To comply with PRC laws and regulations, we set up a series of contractual arrangements entered into among Sky City (Beijing) Technology Co., Ltd., or Sky City Beijing, Pintec (Beijing) Technology Co., Ltd., or Pintec Beijing, our variable interest entities, and their shareholders to conduct our operations in China. For a detailed description of these contractual arrangements, see "Corporate History and Structure." As a result of these contractual arrangements, we exert control over our

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variable interest entities and their subsidiaries and consolidate their operating results in our financial statements under U.S. GAAP.

Foreign ownership of internet-based businesses, such as distribution of online information and other value-added telecommunication services, are subject to restrictions under current PRC laws and regulations. For example, foreign investors are generally not allowed to own more than 50% of the equity interests in a value-added telecommunication service provider with certain exceptions relating to e-commerce business, and any such foreign investor must have experience in providing value-added telecommunications services overseas and maintain a good track record in accordance with the Guidance Catalog of Industries for Foreign Investment. Our online mutual fund distribution platform, Hongdian, which is operated by Beijing Hongdian, our variable interest entity, has obtained certain value-added telecommunications service license for its operations from the Beijing Administration of Telecommunications in March, 2018, which will remain valid until June 2021. Furthermore, it is uncertain if our variable interest entities and their subsidiaries will be required to obtain an operating license with respect to our mobile applications in addition to the value-added telecommunications business license.

Under current PRC laws and regulations, foreign-invested companies engaged in the onshore insurance brokerage business are subject to stringent requirements compared with Chinese domestic enterprises. Specifically, according to the guidance published on the official website of the China Insurance Regulatory Commission, the foreign investors of foreign-invested insurance brokerage companies are required to have, among other things, at least US$200 million of total assets and at least a 30-year track record in the insurance business. As a result, neither our PRC subsidiaries nor any of their subsidiaries currently meet all the requirements and therefore none of them is permitted to engage in the onshore insurance brokerage business. Myfin Insurance Broker Co., Ltd., or Beijing Myfin, a subsidiary of our variable interest entity Pintec Jinke (Beijing) Technology Information Co., Ltd., or Beijing Jinke, has obtained the license for insurance brokerage issued by the China Insurance Regulatory Commission, which allows Beijing Myfin to conduct onshore insurance brokerage business within the territory of the PRC and will remain valid until June 2019. Current PRC regulations relating to foreign investments in the onshore insurance brokerage business in China do not contain detailed explanations and operational procedures, and are subject to interpretations by relevant governmental authorities in China. However, most of these regulations have not been interpreted by the relevant authorities in the context of a corporate structure similar to ours. Therefore, there are substantial uncertainties regarding the applicability of these regulations to our business. Moreover, new regulations may be adopted and interpretations of existing regulations may develop and change, which may materially and adversely affect our ability to conduct our onshore insurance brokerage business.

Under current PRC laws and regulations, there is no explicit restriction or prohibition for foreign-invested companies to be engaged in fund distribution business. However, in practice, the China Securities Regulatory Commission, or the CSRC, which has significant discretion to interpret and implement these statutory provisions, actually hesitates in issuing fund distribution license to foreign-invested companies. As a result, it is difficult for our PRC subsidiaries or their subsidiaries, as foreign-invested companies and subsidiaries of foreign-invested companies to apply for a fund distribution license. Our variable interest entity Beijing Hongdian, has obtained the license relating to the publicly raised securities investment fund distribution business issued by the CSRC, which allows Beijing Hongdian to conduct both publicly raised securities investment fund distribution business and privately-raised investment fund distribution business. Current PRC regulations relating to foreign investments in the fund distribution business in China do not contain detailed explanations and operational procedures, and are subject to interpretations by relevant governmental authorities in China. However, most of these regulations have not been interpreted by the relevant authorities in the context of a corporate structure similar to ours. Therefore, there are substantial uncertainties regarding the applicability of these regulations to our business. Moreover, new regulations may be adopted and interpretations of existing regulations may develop and change, which may materially and adversely

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affect our ability to conduct our fund distribution business, and the robo-advisory service business, in most cases, provided by Beijing Xuanji to Beijing Hongdian according to the business cooperation.

In the opinion of our PRC counsel, Beijing Shihui Law Firm, the ownership structures of Sky City Beijing, Pintec Beijing, and our variable interest entities, currently do not, and immediately after giving effect to this offering, will not, result in any violation of the applicable PRC laws or regulations currently in effect; and the contractual arrangements among Sky City Beijing, Pintec Beijing and our variable interest entities and their shareholders, are governed by PRC laws or regulations, and are currently valid, binding and enforceable in accordance with the applicable PRC laws or regulations currently in effect, and do not result in any violation of the applicable PRC laws or regulations currently in effect, except that the equity pledge under the equity pledge agreement entered among Pintec Beijing, Beijing Hongdian and its shareholders, would not be deemed validly created until it is registered with the competent government authorities. However, Beijing Shihui Law Firm has also advised us that there are substantial uncertainties regarding the interpretation and application of current or future PRC laws and regulations, and there can be no assurance that the PRC government will ultimately take a view that is consistent with the opinion of our PRC counsel.

It is uncertain whether any new PRC laws, regulations or rules relating to the "variable interest entity" structure will be adopted or if adopted, what they would provide. In particular, in 2015, the Ministry of Commerce published a discussion draft of a proposed Foreign Investment Law for public review and comments. See "—Risks Relating to Doing Business in China—Substantial uncertainties exist with respect to the enactment timetable, interpretation and implementation of draft PRC Foreign Investment Law and how it may impact the viability of our current corporate structure, corporate governance and business operations." It is uncertain when the draft would be signed into law and whether the final version would have any substantial changes from the draft.

If the ownership structure, contractual arrangements and business of our company, our PRC subsidiaries or our variable interest entities are found to be in violation of any existing or future PRC laws or regulations or the stringent regulatory requirements applicable to foreign-invested companies engaged in relevant business, or we fail to obtain or maintain any of the required permits or approvals, the relevant governmental authorities, would have broad discretion in dealing with such violation or failures, including, without limitations, levying fines, confiscating our income or the income of our PRC subsidiaries, variable interest entities or their subsidiaries, revoking the business licenses and/or operating licenses of such entities, shutting down our servers or blocking our online platforms, discontinuing or placing restrictions or onerous conditions on our operations, requiring us to undergo a costly and disruptive restructuring, restricting or prohibiting our use of proceeds from this offering to finance our business and operations in China, and taking other regulatory or enforcement actions that could be harmful to our business. Any of these actions could cause significant disruption to our business operations and severely damage our reputation, which would in turn materially and adversely affect our business, financial condition and results of operations. If any of these occurrences results in our inability to direct the activities of Myfin Beijing, Beijing Hongdian, our other variable interest entities and their subsidiaries that most significantly impact its economic performance or to receive economic benefits from Beijing Myfin, Beijing Hongdian, our other variable interest entities and their subsidiaries, we may not be able to consolidate Beijing Myfin, Beijing Hongdian, our other variable interest entities and their subsidiaries in our consolidated financial statements in accordance with U.S. GAAP.

We rely on contractual arrangements with our variable interest entities and their shareholders, for a significant portion of our business operations, which may not be as effective as direct ownership in providing operational control.

We have relied and expect to continue to rely on contractual arrangements with our variable interest entities and their shareholders to operate our business activities. For a description of these

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contractual arrangements, see "Corporate History and Structure." These contractual arrangements may not be as effective as direct ownership in providing us with control over our variable interest entities and their subsidiaries. For example, our variable interest entities or their shareholders may fail to fulfill their contractual obligations with us, by, among other things, failing to maintain our website and use the domain names and trademarks in a manner as stipulated in the contractual arrangements, or taking other actions that are detrimental to our interests.

If we had direct ownership of our variable interest entities, we would be able to exercise our rights as shareholders to effect changes in their board of directors, which in turn could implement changes, subject to any applicable fiduciary obligations, at the management and operational level. However, under the current contractual arrangements, we rely on the performance by our variable interest entities and their shareholders of their obligations under the contractual arrangements to exercise control over our variable interest entities and their subsidiaries. The shareholders of our variable interest entities may not act in the best interests of our company or may not perform their obligations under these contracts. Such risks exist throughout the period in which we intend to operate certain portion of our business through the contractual arrangements with our variable interest entities and their shareholders. Although we have the right to replace any shareholder of such entities under the contractual arrangements, if any of these shareholder is uncooperative or any dispute relating to these contracts remains unresolved, we will have to enforce our rights under these contracts through the operations of PRC laws and arbitration, litigation and other legal proceedings, the outcome of which will be subject to uncertainties in the PRC legal system. Therefore, our contractual arrangements with our variable interest entities and their shareholders may not be as effective in ensuring our control over the relevant portion of our business operations as direct ownership would be.

Any failure by our variable interest entities or their respective shareholders to perform their obligations under our contractual arrangements with them would have a material adverse effect on our business.

We have entered into a series of contractual arrangements with our variable interest entities and their shareholders. For a description of these contractual arrangements, see "Corporate History and Structure." If our variable interest entities or their shareholders fail to perform their respective obligations under the contractual arrangements, we may incur substantial costs and expend additional resources to enforce such arrangements. We may also have to rely on legal remedies under PRC laws, including seeking specific performance or injunctive relief, and claiming damages, which we cannot assure you will be effective under PRC laws. For example, if the shareholders of our variable interest entities were to refuse to transfer their equity interests in such entities to us or our designee when we exercise the purchase option pursuant to these contractual arrangements, or if they were otherwise to act in bad faith toward us, then we may have to take legal action to compel them to perform their contractual obligations.

All the agreements under our contractual arrangements are governed by PRC laws and provide for the resolution of disputes through arbitration in China. Accordingly, these contracts would be interpreted in accordance with PRC laws and any disputes would be resolved in accordance with PRC legal procedures. The legal system in the PRC is not as developed as in some other jurisdictions, such as the United States. As a result, uncertainties in the PRC legal system could limit our ability to enforce these contractual arrangements. Meanwhile, there are very few precedents and little formal guidance as to how contractual arrangements in the context of a variable interest entity should be interpreted or enforced under PRC laws. There remain significant uncertainties regarding the ultimate outcome of such arbitration should legal action become necessary. In addition, under PRC laws, rulings by arbitrators are final and parties cannot appeal the arbitration results in court unless such rulings are revoked or determined unenforceable by a competent court. If the losing parties fail to carry out the arbitration awards within a prescribed time limit, the prevailing parties may only enforce the arbitration awards in PRC courts through arbitration award recognition proceedings, which would require additional expenses and delay. In the event that we are unable to enforce these contractual

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arrangements, or if we suffer significant delay or other obstacles in the process of enforcing these contractual arrangements, we may not be able to exert effective control over our variable interest entities and their subsidiaries, and our ability to conduct our business may be negatively affected. See "—Risks Related to Doing Business in China—Uncertainties in the interpretation and enforcement of PRC laws and regulations could limit the legal protections available to us."

The shareholders of our variable interest entities may have potential conflicts of interest with us, which may materially and adversely affect our business and financial condition.

The equity interests of each of our variable interest entities are held by one or more of Ms. Xiaomei Peng, Mr. Wei Wei, Mr. Wei Hu, and Mr. Bingqing Chen. These shareholders may have potential conflicts of interest with us. These shareholders may breach, or cause our variable interest entities to breach, the existing contractual arrangements, which would have a material adverse effect on our ability to effectively control our variable interest entities and their subsidiaries and receive economic benefits from them. For example, these shareholders may be able to cause our agreements with our variable interest entities to be performed in a manner adverse to us by, among other things, failing to remit payments due under the contractual arrangements to us on a timely basis. We cannot assure you that when conflicts of interest arise, any or all of these shareholders will act in the best interests of our company or such conflicts will be resolved in our favor.

Currently, we do not have any arrangements to address potential conflicts of interest between these shareholders and our company, except that we could exercise our purchase option under the exclusive option agreements with these shareholders to request them to transfer all of their equity interests in our variable interest entities to a PRC entity or individual designated by us, to the extent permitted by PRC laws. If we cannot resolve any conflict of interest or dispute between us and these shareholders, we would have to rely on legal proceedings, which could result in the disruption of our business and subject us to substantial uncertainty as to the outcome of any such legal proceedings

Contractual arrangements in relation to our variable interest entities, may be subject to scrutiny by the PRC tax authorities and they may determine that we, or our variable interest entities and their subsidiaries, owe additional taxes, which could negatively affect our financial condition and the value of your investment.

Under applicable PRC laws and regulations, arrangements and transactions among related parties may be subject to audit or challenge by the PRC tax authorities. The Enterprise Income Tax Law requires every enterprise in China to submit its annual enterprise income tax return together with a report on transactions with its related parties to the relevant tax authorities. The tax authorities may impose reasonable adjustments on taxation if they have identified any related party transactions that are inconsistent with arm's length principles. We may face material and adverse tax consequences if the PRC tax authorities determine that the contractual arrangements among Sky City Beijing, Pintec Beijing, our variable interest entities and their shareholders were not entered into on an arm's length basis in such a way as to result in an impermissible reduction in taxes under applicable PRC laws, regulations and rules, and adjust income of our variable interest entities in the form of a transfer pricing adjustment. A transfer pricing adjustment could, among other things, result in a reduction of expense deductions recorded by our variable interest entities for PRC tax purposes, which could in turn increase their tax liabilities without reducing Sky City Beijing or Pintec Beijing's tax expenses. In addition, if Sky City Beijing or Pintec Beijing requests the shareholders of our variable interest entities to transfer their equity interests at nominal or no value pursuant to these contractual arrangements, such transfer could be viewed as a gift and subject Sky City Beijing or Pintec Beijing to PRC income tax. Furthermore, the PRC tax authorities may impose late payment fees and other penalties on our variable interest entities for the adjusted but unpaid taxes according to the applicable regulations. Our financial position could be materially adversely affected if our variable interest entities' tax liabilities increase or if they are required to pay late payment fees and other penalties.

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We may lose the ability to use and benefit from assets held by our variable interest entities that are material to the operation of our business if the entity goes bankrupt or becomes subject to a dissolution or liquidation proceeding.

Our variable interest entities hold certain assets that are material to the operation of our business, including, among others, intellectual properties, hardware and software. Beijing Hongdian holds our value-added telecommunication business license and the license relating to the publicly raised securities investment fund distribution business. Beijing Myfin, a wholly-owned subsidiary of our variable interest entity, holds our license for insurance brokerage business. Under the contractual arrangements, our variable interest entities may not, and the shareholders of our variable interest entities may not cause them to, in any manner, sell, transfer, mortgage or dispose of their assets or their legal or beneficial interests in the business without our prior consent. However, in the event these shareholders breach these contractual arrangements and voluntarily liquidate our variable interest entities, or our variable interest entities declare bankruptcy and all or part of their assets become subject to liens or rights of third-party creditors, or are otherwise disposed of without our consent, we may be unable to continue some or all of our business activities, which could materially adversely affect our business, financial condition and results of operations. If our variable interest entities undergo a voluntary or involuntary liquidation proceeding, the independent third-party creditors may claim rights to some or all of these assets, thereby hindering our ability to operate our business, which could materially and adversely affect our business, financial condition and results of operations.

Risks Relating to Doing Business in China

Changes in China's economic, political or social conditions or government policies could have a material adverse effect on our business, financial conditions and results of operations.

Substantially all of our operations are located in China. Accordingly, our business, prospects, financial condition and results of operations may be influenced to a significant degree by political, economic and social conditions in China generally and by continued economic growth in China as a whole.

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

While the Chinese economy has experienced significant growth over the past decades, growth has been uneven, both geographically and among various sectors of the economy. The Chinese government has implemented various measures to encourage economic growth and guide the allocation of resources. Some of these measures may benefit the overall Chinese economy, but may have a negative effect on us. For example, our financial condition and results of operations may be adversely affected by government control over capital investments or changes in tax regulations. In addition, in the past the Chinese government has implemented certain measures, including interest rate increases, to control the pace of economic growth. These measures may cause decreased economic activity in China, and since 2012, the Chinese economy has slowed down. Any prolonged slowdown in the Chinese economy may reduce the demand for our products and services and materially and adversely affect our business and results of operations.

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Uncertainties in the interpretation and enforcement of PRC laws and regulations could limit the legal protections available to us.

The PRC legal system is based on written statutes and prior court decisions have limited value as precedents. Since these laws and regulations are relatively new and the PRC legal system continues to rapidly evolve, the interpretations of many laws, regulations and rules are not always uniform and enforcement of these laws, regulations and rules involves uncertainties.

In particular, PRC laws and regulations concerning the internet finance, online consumer finance and online wealth management industries are developing and evolving. Although we have taken measures to comply with the laws and regulations that are applicable to our business operations, and avoid conducting any noncompliant activities under the applicable laws and regulations, the PRC government authority may promulgate the other new laws and regulations regulating the internet finance, online consumer finance and online wealth management industries in the future. We cannot assure you that our practice would not be deemed to violate any new PRC laws or regulations relating to internet finance, online consumer finance and online wealth management. Moreover, developments in the internet finance, online consumer finance and online wealth management industries may lead to changes in PRC laws, regulations and policies or in the interpretation and application of existing laws, regulations and policies that may limit or restrict wealth management platform, online mutual fund distribution platform and technology platform enabling financial services provider like us, which could materially and adversely affect our business and operations.

From time to time, we may have to resort to administrative and court proceedings to enforce our legal rights. However, since PRC administrative and court authorities have significant discretion in interpreting and implementing statutory and contractual terms, it may be more difficult to evaluate the outcome of administrative and court proceedings and the level of legal protection we enjoy than in more developed legal systems. Furthermore, the PRC legal system is based in part on government policies and internal rules (some of which are not published in a timely manner or at all) that may have retroactive effect. As a result, we may not be aware of our violation of these policies and rules until sometime after the violation. Such uncertainties, including uncertainty over the scope and effect of our contractual, property (including intellectual property) and procedural rights, could materially and adversely affect our business and impede our ability to continue our operations.

Substantial uncertainties exist with respect to the enactment timetable, interpretation and implementation of the proposed Foreign Investment Law and how it may impact the viability of our current corporate structure, corporate governance and business operations.

In 2015, the Ministry of Commerce published a discussion draft of a proposed Foreign Investment Law for public review and comments. Among other things, the proposed Foreign Investment Law purports to introduce the principle of "actual control" in determining whether a company is considered a foreign-invested enterprise. The proposed Foreign Investment Law specifically provides that entities established in China but "controlled" by foreign investors will be treated as foreign-invested enterprises. In this connection, "control" is broadly defined in the proposed Foreign Investment Law to cover any of the following summarized categories: (i) holding 50% or more of the voting rights of the subject entity; (ii) holding less than 50% of the voting rights of the subject entity but having the power to secure at least 50% of the seats on the board or other equivalent decision-making bodies, or having the voting power to exert material influence on the board, the shareholders' meeting or other equivalent decision-making bodies; or (iii) having the power to exert decisive influence, via contractual or trust arrangements, over the subject entity's operations, financial matters or other key aspects of its business operations. Once an entity is determined to be a foreign-invested enterprise, and its investment amount exceeds certain thresholds or its business operation falls within the "catalog of special management measures" proposed to be separately issued by the State Council in the future, market entry clearance by the Ministry of Commerce or its local counterparts would be required.

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According to the proposed Foreign Investment Law, variable interest entities would also be deemed as foreign-invested enterprises, if they are ultimately "controlled" by foreign investors, and be subject to restrictions on foreign investments. However, the proposed Foreign Investment Law has not taken a position on what actions will be taken with respect to the existing companies with the "variable interest entity" structures, whether or not these companies are controlled by Chinese parties.

The "variable interest entity" structure, or VIE structure, has been adopted by many PRC-based companies, including us, to obtain necessary licenses and permits in the industries that are currently subject to foreign investment restrictions in China. See "Risk Factors—Risks Relating to Our Corporate Structure" and "Corporate History and Structure." Under the proposed Foreign Investment Law, VIEs that are controlled via contractual arrangement would also be deemed as foreign-invested enterprises, if they are ultimately "controlled" by foreign investors. Therefore, for any companies with a VIE structure in an industry category that is on the "catalog of restrictions," the VIE structure may be deemed a domestic investment only if the ultimate controlling person(s) is/are of PRC nationality (either PRC companies or PRC citizens). Conversely, if the actual controlling person(s) is/are of foreign nationalities, then the VIEs will be treated as foreign-invested enterprises and any operation in the industry category on the "catalog of restrictions" without market entry clearance may be considered as illegal.

In addition, the proposed Foreign Investment Law does not indicate what actions shall be taken with respect to the existing companies with a VIE structure, whether or not these companies are controlled by Chinese parties. Moreover, it is uncertain whether the internet finance, online consumer finance and online wealth management industries will be subject to the foreign investment restrictions or prohibitions set forth in the "catalog of special management measures" applied to the proposed Foreign Investment Law. If the enacted version of the proposed Foreign Investment Law and the final "catalog of special management measures" mandate further actions, such as the Ministry of Commerce market entry clearance, to be completed by companies with an existing VIE structure like us, we face uncertainties as to whether such clearance can be timely obtained, or at all. If we are not able to obtain such clearance when required, our variable interest entity structure may be regarded as invalid and illegal. As a result, we would not be able to (i) continue our business in China through our contractual arrangements with our variable interest entities and their subsidiaries, (ii) receive the economic benefits of our variable interest entities and their subsidiaries under such contractual arrangements, or (iii) consolidate the financial results of our variable interest entities and their subsidiaries. Were this to occur, our results of operations and financial condition would be materially and adversely affected and the market price of our ADSs may decline.

The proposed Foreign Investment Law, if enacted as proposed, may also materially impact our corporate governance practice and increase our compliance costs. For instance, the proposed Foreign Investment Law imposes stringent ad hoc and periodic information reporting requirements on foreign investors and the applicable foreign-invested enterprises. Aside from an investment information report required at each investment, and investment amendment reports, which shall be submitted upon alteration of investment specifics, it is mandatory for entities established by foreign investors to submit an annual report, and large foreign investors meeting certain criteria are required to report on a quarterly basis. Any company found to be non-compliant with these reporting obligations may potentially be subject to fines and/or administrative or criminal liabilities, and the persons directly responsible may be subject to criminal liabilities.

We 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 could have a material adverse effect on our ability to conduct our business.

We are a holding company, and we rely on dividends and other distributions on equity paid by our PRC subsidiaries for our cash and financing requirements, including the funds necessary to pay

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dividends and other cash distributions to our shareholders and service any debt we may incur. If our PRC subsidiaries incur debt on their own behalf in the future, the instruments governing the debt may restrict their ability to pay dividends or make other distributions to us. In addition, the PRC tax authorities may require our PRC subsidiaries to adjust its taxable income under the contractual arrangements it currently has in place with our variable interest entities and their subsidiaries, in a manner that would materially and adversely affect their ability to pay dividends and other distributions to us.

Under PRC laws and regulations, our PRC subsidiaries, as wholly foreign-owned enterprises in China, may pay dividends only out of their respective accumulated after-tax profits as determined in accordance with PRC accounting standards and regulations. In addition, a wholly foreign-owned enterprise is required to set aside at least 10% of its accumulated after-tax profits each year, if any, to fund certain statutory reserve funds, until the aggregate amount of such funds reaches 50% of its registered capital. At its discretion, a wholly foreign-owned enterprise may allocate a portion of its after-tax profits based on PRC accounting standards to staff welfare and bonus funds. These reserve funds and staff welfare and bonus funds are not distributable as cash dividends.

In response to the persistent capital outflow and the Renminbi's depreciation against the U.S. dollar in the fourth quarter of 2016, the People's Bank of China and the State Administration of Foreign Exchange, or SAFE, have implemented a series of capital control measures, including stricter vetting procedures for China-based companies to remit foreign currency for overseas acquisitions, dividend payments and shareholder loan repayments. The PRC government may continue to strengthen its capital controls and our PRC subsidiaries' dividends and other distributions may be subjected to tighter scrutiny in the future. Any limitation on the ability of our PRC subsidiaries to pay dividends or make other distributions to us could materially and adversely limit our ability to grow, make investments or acquisitions that could be beneficial to our business, pay dividends, or otherwise fund and conduct our business. See also "—If we are classified as a PRC resident enterprise for PRC income tax purposes, such classification could result in unfavorable tax consequences to us and our non-PRC shareholders or ADS holders."

PRC regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental control of currency conversion may delay or prevent us from using the proceeds of this offering to make loans to or make additional capital contributions to our PRC subsidiaries, which could materially and adversely affect our liquidity and our ability to fund and expand our business.

Any funds we transfer to our PRC subsidiaries, either as a shareholder loan or as an increase in registered capital, are subject to filing or registration with the relevant governmental authorities in China. Capital contributions to our PRC subsidiaries are subject to the requirement of making filings in the Foreign Investment Comprehensive Management Information System and registration with other governmental authorities in China. In addition, any foreign loan procured by our PRC subsidiaries is required to be registered with SAFE, or its local branches, and each of our PRC subsidiaries may not procure loans which exceed its statutory limit. Any medium or long-term loan to be provided by us to our variable interest entity must be recorded and registered by the National Development and Reform Committee and SAFE or its local branches. We may not complete such recording or registrations on a timely basis, if at all, with respect to future capital contributions or foreign loans by us to our PRC subsidiaries. If we fail to complete such recording or registration, our ability to use the proceeds of this offering and to capitalize our PRC operations may be negatively affected, which could adversely affect our liquidity and our ability to fund and expand our business.

In 2008, SAFE promulgated the Circular on the Relevant Operating Issues Concerning the Improvement of the Administration of the Payment and Settlement of Foreign Currency Capital of Foreign-Invested Enterprises, or Circular 142, which used to regulate the conversion by foreign-invested enterprises of foreign currency into Renminbi by restricting the usage of converted Renminbi. In 2015,

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SAFE promulgated the Circular on Reforming the Management Approach Regarding the Foreign Exchange Capital Settlement of Foreign-Invested Enterprises, or Circular 19. Circular 19 superseded Circular 142. Circular 19 launched a nationwide reform of the administration of the settlement of the foreign exchange capitals of foreign-invested enterprises and allows foreign-invested enterprises to settle their foreign exchange capital at their discretion, but continues to prohibit foreign-invested enterprises from using the Renminbi fund converted from their foreign exchange capitals for expenditures beyond their business scopes. In June 2016, SAFE promulgated the Circular on Reforming and Standardizing the Administrative Provisions on Capital Account Foreign Exchange, or Circular 16. Circular 19 and Circular 16 continue to prohibit foreign-invested enterprises from, among other things, using the Renminbi fund converted from its foreign exchange capitals for expenditure beyond its business scope, investment and financing (except for security investment or guarantee products issued by bank), providing loans to non-affiliated enterprises or constructing or purchasing real estate not for self-use. Circular 19 and Circular 16 may significantly limit our ability to transfer to and use in China the net proceeds from this offering, which may adversely affect our business, financial condition and results of operations.

Fluctuations in exchange rates could have a material adverse effect on our results of operations and the price of our ADSs.

The value of the Renminbi against the U.S. dollar and other currencies may fluctuate and is affected by, among other things, changes in political and economic conditions in China and by China's foreign exchange policies. In July 2005, the PRC government changed its longstanding policy of pegging the value of the Renminbi to the U.S. dollar, and the Renminbi appreciated more than 20% against the U.S. dollar over the following three years. Between July 2008 and June 2010, this appreciation halted and the exchange rate between the Renminbi and the U.S. dollar remained within a narrow band. Since June 2010, the Renminbi has fluctuated against the U.S. dollar, at times significantly and unpredictably. With the development of the foreign exchange market and progress towards interest rate liberalization and Renminbi internationalization, the PRC government may in the future announce further changes to the exchange rate system. It is difficult to predict how market forces or PRC or U.S. government policy may impact the exchange rate between the Renminbi and the U.S. dollar in the future.

Our revenue and costs are mostly denominated in Renminbi and our reporting currency is Renminbi. Significant revaluation of the Renminbi 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 offering into Renminbi for our operations, appreciation of the Renminbi against the U.S. dollar would reduce the Renminbi amount we would receive from the conversion. Conversely, if we decide to convert our Renminbi into U.S. dollars for the purpose of paying dividends or for other business purposes, appreciation of the U.S. dollar against the Renminbi would reduce the U.S. dollar amount available to us.

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

Governmental control of currency conversion may limit our ability to utilize our operating revenues effectively and affect the value of your investment.

The PRC government imposes controls on the convertibility of the Renminbi into foreign currencies and, in certain cases, the remittance of currency out of China. We receive substantially all of our operating revenues in Renminbi. Under our current corporate structure, our company in the

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Cayman Islands relies on dividend payments from our PRC subsidiaries to fund any cash and financing requirements we may have. Under existing PRC foreign exchange regulations, payments of current account items, such as profit distributions and trade and service-related foreign exchange transactions, can be made in foreign currencies without prior approval from SAFE by complying with certain procedural requirements. Therefore, our PRC subsidiaries are able to pay dividends in foreign currencies to us without prior approval from SAFE, subject to the condition that the remittance of such dividends outside of the PRC complies with certain procedures under PRC foreign exchange regulation, such as the overseas investment registrations by the beneficial owners of our company who are PRC residents. But approval from or registration with appropriate government authorities is required where Renminbi 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.

In light of the substantial capital outflows of China in 2016 due to the weakening of the Renminbi, the PRC government has imposed more restrictive foreign exchange policies and stepped up scrutiny of major outbound capital movement. More restrictions and substantial vetting processes have been put in place by SAFE to regulate cross-border transactions falling under the capital account. The PRC government may at its discretion further restrict access to foreign currencies in the future for current account transactions. 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.

Failure to make adequate contributions to various employee benefit plans and withhold individual income tax on employees' salaries 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. Companies operating in China are also required to withhold individual income tax on employees' salaries based on the actual salary of each employee upon payment. As of the date of this prospectus, we have made employee benefit payments and withheld individual income tax. However, as the interpretation and implementation of labor-related laws and regulations are still uncertain and evolving in China, with respect to the underpaid employee benefits, we may be required by the relevant governmental authorities to make additional contributions to these plans as well as to pay late fees and fines; with respect to the underwithheld individual income tax, we may be required by the relevant governmental authorities to make additional withholding and pay late fees and fines. If we are subject to late fees or fines in relation to the aforementioned additional employee benefits and individual income tax, our financial condition and results of operations may be adversely affected.

PRC regulations establish complex procedures for some acquisitions of Chinese companies by foreign investors, which could make it more difficult for us to pursue growth through acquisitions in China.

The Regulations on Mergers and Acquisitions of Domestic Companies by Foreign Investors, or the M&A Rules, adopted by six PRC regulatory agencies in 2006, and some other regulations and rules concerning mergers and acquisitions established additional procedures and requirements that could make merger and acquisition activities by foreign investors more time-consuming and complex, including requirements in some instances that the Ministry of Commerce be notified in advance of any change-of-control transaction in which a foreign investor takes control of a PRC domestic enterprise. Moreover, the Anti-Monopoly Law requires that the Ministry of Commerce shall be notified in advance

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of any concentration of undertaking if certain thresholds are triggered. In addition, the security review rules issued by the Ministry of Commerce that became effective in 2011 specify that mergers and acquisitions by foreign investors that raise "national defense and security" concerns and mergers and acquisitions through which foreign investors may acquire de facto control over domestic enterprises that raise "national security" concerns are subject to strict review by the Ministry of Commerce, and the rules prohibit any activities attempting to bypass a security review, including by structuring the transaction through a proxy or contractual control arrangement. In the future, we may grow our business by acquiring complementary businesses. Complying with the requirements of the above-mentioned regulations and other relevant rules to complete such transactions could be time-consuming, and any required approval processes, including obtaining approval from the Ministry of Commerce or its local counterparts may delay or inhibit our ability to complete such transactions, which could affect our ability to expand our business or maintain our market share.

PRC regulations relating to offshore investment activities by PRC residents may limit our PRC subsidiaries' ability to increase their registered capital or distribute profits to us or otherwise expose us or our PRC resident beneficial owners to liability and penalties under PRC law.

SAFE promulgated the Circular on Relevant Issues Relating to PRC Resident's Investment and Financing and Roundtrip Investment through Special Purpose Vehicles, or Circular 37, in 2014 that requires PRC residents or entities to register with SAFE or its local branch in connection with their establishment or control of an offshore entity established for the purpose of overseas investment or financing. In addition, such PRC residents or entities must update their SAFE registrations when the offshore special purpose vehicle undergoes material events relating to any change of basic information (including change of such PRC residents or entities, name and operation term), increases or decreases in investment amount, transfers or exchanges of shares, or mergers or divisions. In 2015, SAFE released the Notice of the State Administration of Foreign Exchange on Further Simplifying and Improving the Policies of Foreign Exchange Administration Applicable to Direct Investment, or Circular 13, which has amended Circular 37 by requiring PRC residents or entities to register with qualified banks rather than SAFE or its local branch in connection with their establishment or control of an offshore entity established for the purpose of overseas investment or financing.

If our shareholders who are PRC residents or entities do not complete their registration as required, our PRC subsidiaries may be prohibited from distributing their profits and proceeds from any reduction in capital, share transfer or liquidation to us, and we may be restricted in our ability to contribute additional capital to our PRC subsidiaries. Moreover, failure to comply with the SAFE registration described above could result in liability under PRC laws for evasion of applicable foreign exchange restrictions.

Mr. Wei Hu, Mr. Hao Dong, Mr. Yuyang Li, Mr. Wei Wei, Ms. Xiaomei Peng, and Mr. Jun Dong, who directly or indirectly hold shares in our Cayman Islands holding company and who are known to us as being PRC residents, have completed the foreign exchange registrations in accordance with Circular 37. However, we may not be informed of the identities of all the PRC residents or entities holding direct or indirect interest in our company, nor can we compel our beneficial owners to comply with the requirements of Circular 37. As a result, we cannot assure you that all of our shareholders or beneficial owners who are PRC residents or entities have complied with, and will in the future make or obtain any applicable registrations or approvals required by, Circular 37. Failure by such shareholders or beneficial owners to comply with Circular 37, or failure by us to amend the foreign exchange registrations of our PRC subsidiaries, could subject us to fines or legal sanctions, restrict our overseas or cross-border investment activities and limit our PRC subsidiaries' ability to make distributions or pay dividends to us or affect our ownership structure, which could adversely affect our business and prospects.

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

Pursuant to Circular 37, PRC residents who participate in stock incentive plans in overseas non-publicly-listed companies may submit applications to SAFE or its local branches for the foreign exchange registration with respect to offshore special purpose vehicles. In the meantime, our directors, executive officers and other employees who are PRC citizens, subject to limited exceptions, and who have been granted stock options by us, may follow the Notices on Issues Concerning the Foreign Exchange Administration for Domestic Individuals Participating in Stock Incentive Plan of Overseas Publicly Listed Companies, promulgated by SAFE in 2012. PRC citizens and non-PRC citizens who reside in China for a continuous period of no less than one year who participate in any stock incentive plan of an overseas publicly listed company, subject to a few exceptions, are required to register with SAFE through a domestic qualified agent, which could be the PRC subsidiaries of such overseas listed company, and complete certain other procedures. In addition, an overseas entrusted institution must be retained to handle matters in connection with the exercise or sale of stock options and the purchase or sale of shares and interests. We and our directors, executive officers and other employees who are PRC citizens or who reside in the PRC for a continuous period of no less than one year and who have been granted stock options will be subject to these regulations when our company becomes an overseas listed company upon the completion of this offering. 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 PRC subsidiaries and limit our PRC 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, executive officers and employees under PRC law. See "Regulation—Regulations Relating to Foreign Currency Exchange—Share Option Rules."

The State Administration of Taxation has issued certain circulars concerning employee stock options and restricted shares. Under these circulars, our employees working in China who exercise stock options or are granted restricted shares will be subject to PRC individual income tax. Our PRC subsidiaries have obligations to file documents related to employee stock options or restricted shares with relevant tax authorities and to withhold individual income taxes of those employees who exercise their share options. If our employees fail to pay or we fail to withhold their income taxes according to relevant laws and regulations, we may face sanctions imposed by the tax authorities or other PRC governmental authorities. See "Regulation—Regulations Relating to Foreign Currency Exchange—Share Option Rules."

If we are classified as a PRC resident enterprise for PRC income tax purposes, such classification could result in unfavorable tax consequences to us and our non-PRC shareholders or ADS holders.

Under the Enterprise Income Tax Law and its implementation rules, enterprises that are registered in countries or regions outside the PRC but have their "de facto management bodies" located within China may be considered as PRC resident enterprises and are therefore subject to PRC enterprise income tax at the rate of 25% on their worldwide income. For detailed discussions of applicable laws, regulations and implementation rules, see "PRC Regulation—Regulations Relating to Tax—Enterprise Income Tax."

We believe none of our entities outside of China is a PRC resident enterprise for PRC tax purposes. See "PRC Regulation—Regulations Relating to Tax." However, the tax resident status of an enterprise is subject to determination by the PRC tax authorities and uncertainties remain with respect to the interpretation of the term "de facto management body." As substantially all of our management members are based in China, it remains unclear how the tax residency rule will apply to our case. If the PRC tax authorities determine that Pintec Technology Holdings Limited or any of our subsidiaries outside of China is a PRC resident enterprise for PRC enterprise income tax purposes, then Pintec

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Technology Holdings Limited or such subsidiary could be subject to PRC tax at a rate of 25% on its worldwide income, which could materially reduce our net income. In addition, we will also be subject to PRC enterprise income tax reporting obligations. Furthermore, if the PRC tax authorities determine that we are a PRC resident enterprise for enterprise income tax purposes, dividends that we pay and gains realized on the sale or other disposition of our ADSs or ordinary shares may be subject to PRC tax, at a rate of 10% in the case of non-PRC enterprises or 20% in the case of non-PRC individuals (in each case, subject to the provisions of any applicable tax treaty), if such dividends or gains are deemed to be from PRC sources. It is unclear whether non-PRC shareholders of our company would be able to claim the benefits of any tax treaties between their country of tax residence and the PRC in the event that we are treated as a PRC resident enterprise. Any such tax may reduce the returns on your investment in the ADSs or ordinary shares.

We may not be able to obtain certain tax benefits for dividends paid by our PRC subsidiaries to us through our Hong Kong subsidiaries.

We face uncertainty with respect to indirect transfers of equity interests in PRC resident enterprises by their non-PRC holding companies.

According to the Announcement of the State Administration of Taxation on Several Issues Concerning the Enterprise Income Tax on Indirect Property Transfer by Non-Resident Enterprises, or Circular 7, promulgated by the State Administration of Taxation in 2015, if a non-resident enterprise transfers the equity interests of a PRC resident enterprise indirectly by transfer of the equity interests of an offshore holding company (other than a purchase and sale of shares issued by a PRC resident enterprise in a public securities market) without a reasonable commercial purpose, the PRC tax authorities have the power to reassess the nature of the transaction and the indirect equity transfer will be treated as a direct transfer. As a result, the gain derived from such transfer, which means the equity transfer price minus the cost of equity, will be subject to PRC withholding tax at a rate of up to 10%. Under the terms of Circular 7, a transfer which meets all of the following circumstances shall be directly deemed as having no reasonable commercial purposes: (i) over 75% of the value of the equity interests of the offshore holding company are directly or indirectly derived from PRC taxable properties; (ii) at any time during the year before the indirect transfer, over 90% of the total properties of the offshore holding company are investments within PRC territory, or in the year before the indirect transfer, over 90% of the offshore holding company's revenue is directly or indirectly derived from PRC territory; (iii) the function performed and risks assumed by the offshore holding company are insufficient to substantiate its corporate existence; and (iv) the foreign income tax imposed on the indirect transfer is lower than the PRC tax imposed on the direct transfer of the PRC taxable properties.

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We face uncertainties as to the reporting and other implications of certain past and future transactions where PRC taxable assets are involved, such as offshore restructuring, sale of the shares in our offshore subsidiaries or investments. Our company may be subject to filing obligations or taxed or subject to withholding obligations in such transactions, under Circular 7. For transfer of shares in our company by investors that are non-PRC resident enterprises, our PRC subsidiaries may be requested to assist in the filing under Circular 7. As a result, we may be required to expend valuable resources to comply with Circular 7 or to request the relevant transferors from whom we purchase taxable assets to comply with these circulars, or to establish that our company should not be taxed under these circulars, which may have a material adverse effect on our financial condition and results of operations.

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

Our independent registered public accounting firm that issues the audit report included in our prospectus filed with the U.S. Securities and Exchange Commission, or the SEC, as auditors of companies that are traded publicly in the United States and a firm registered with the U.S. Public Company Accounting Oversight Board, or the PCAOB, is required by the laws of the United States to undergo regular inspections by the PCAOB to assess its compliance with the laws of the United States and professional standards. Because our auditors are located in the PRC, a jurisdiction where the PCAOB is currently unable to conduct inspections without the approval of the Chinese authorities, our auditors are not currently inspected by the PCAOB.

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

The inability of the PCAOB to conduct inspections of auditors in China makes it more difficult to evaluate the effectiveness of our auditor's audit procedures or quality control procedures as compared to auditors outside of China that are subject to PCAOB inspections. Investors may lose confidence in our reported financial information and procedures and the quality of our financial statements.

Proceedings instituted by the SEC against the "big four" PRC-based accounting firms, including our independent registered public accounting firm, could result in financial statements being determined to not be in compliance with the requirements of the Exchange Act.

In late 2012, the SEC commenced administrative proceedings under Rule 102(e) of its Rules of Practice and also under the Sarbanes-Oxley Act against the Chinese affiliates of the "big four" accounting firms (including our auditors). The Rule 102(e) proceedings initiated by the SEC relate to these firms' inability to produce documents, including audit work papers, in response to the request of the SEC pursuant to Section 106 of the Sarbanes-Oxley Act, as the auditors located in the PRC are not in a position lawfully to produce documents directly to the SEC because of restrictions under PRC law and specific directives issued by the CSRC. The issues raised by the proceedings are not specific to our auditors or to us, but affect equally all audit firms based in China and all China-based businesses with securities listed in the United States.

In January 2014, the administrative judge reached an Initial Decision that the "big four" accounting firms should be barred from practicing before the SEC for six months. Thereafter, the accounting firms filed a Petition for Review of the Initial Decision, prompting the SEC Commissioners to review the Initial Decision, determine whether there had been any violation and, if so, determine the appropriate remedy to be placed on these audit firms.

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In February 2015, the Chinese affiliates of the "big four" accounting firms (including our auditors) each agreed to censure and pay a fine to the SEC to settle the dispute and avoid suspension of their ability to practice before the SEC and audit U.S. listed companies. The settlement requires the firms to follow detailed procedures and to seek to provide the SEC with access to the Chinese firms' audit documents via the CSRC. If future document productions fail to meet the specified criteria, the SEC retains the authority to impose a variety of additional measures (e.g., imposing penalties such as suspensions, restarting the administrative proceedings).

In the event that the SEC restarts the administrative proceedings, depending upon the final outcome, listed companies in the United States with major PRC operations may find it difficult or impossible to retain auditors in respect of their operations in the PRC, which could result in financial statements being determined to not be in compliance with the requirements of the Exchange Act, and could result in delisting. Moreover, any negative news about the proceedings against these audit firms may cause investor uncertainty regarding China-based, United States-listed companies and the market price of our shares may be adversely affected. If our independent registered public accounting firm was denied, temporarily, the ability to practice before the SEC and we were unable to timely find another registered public accounting firm to audit and issue an opinion on our financial statements, our financial statements could be determined to not be in compliance with the requirements of the Exchange Act.

Risks Relating to Our ADSs and This Offering

An active trading market for our ordinary 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 Global Market. Prior to the completion of this offering, there has been no public market for our ADSs or our ordinary shares, 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. The initial public offering price for our ADSs will be determined by negotiation 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 price of our ADSs is likely to be volatile, which could result in substantial losses to investors.

The trading price of our ADSs is 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 of the market prices of other companies with business operations located mainly in China that have listed their securities in the United States. A number of Chinese companies have listed or are in the process of listing their securities on U.S. stock markets. The securities of some of these companies have experienced significant volatility, including price declines in connection with their initial public offerings. The trading performances of these Chinese companies' securities after their offerings may affect the attitudes of investors toward Chinese companies listed in the United States in general and consequently may impact the trading performance of our ADSs, regardless of our actual operating performance.

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:

•: variations in our revenues, earnings and cash flow;

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•: announcements of new investments, acquisitions, strategic partnerships or joint ventures by us or our competitors;
•: announcements of new services and expansions by us or our competitors;
•: changes in financial estimates by securities analysts;
•: detrimental adverse publicity about us, our services or our industry;
•: additions or departures of key personnel;
•: release of lock-up or other transfer restrictions on our outstanding equity securities or sales of additional equity securities; and
•: potential litigation or regulatory investigations.

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 public companies have often brought securities class action suits against those companies following periods of instability in the market price of their 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 and require us to incur significant expenses to defend the suit, which could harm our results of operations. 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.

If securities or industry analysts do not publish research or reports about our business, or if they adversely change their recommendations regarding our ADSs, the market price for our ADSs and trading volume could decline.

The trading market for our ADSs will be influenced by research or reports that industry or securities analysts publish about our business. If one or more analysts who cover us downgrade our ADSs, the market price for our ADSs would likely decline. If one or more of these analysts cease to cover us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause the market price or trading volume for our ADSs to decline.

The 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. 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. There will be ADSs (equivalent to Class A ordinary shares) outstanding immediately after this offering, or ADSs (equivalent to Class A ordinary shares) if the underwriters exercise their option to purchase additional ADSs in full. In connection with this offering, we and [our officers, directors and existing shareholders] have agreed not to sell any ordinary shares or ADSs for 180 days after the date of this prospectus without the prior written consent of the underwriters, subject to certain exceptions. However, the underwriters may release these securities from these restrictions at any time, subject to applicable regulations of the Financial Industry Regulatory Authority, Inc. 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

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"Underwriting" and "Shares Eligible for Future Sale" for a more detailed description of the restrictions on selling our securities after this offering.

Our dual-class share structure with different voting rights will limit your ability to influence corporate matters and could discourage others from pursuing any change of control transactions that holders of our Class A ordinary shares and ADSs may view as beneficial.

Immediately prior to the completion of this offering, we expect to create a dual-class share structure such that our ordinary shares will consist of Class A ordinary shares and Class B ordinary shares. In respect of matters requiring the votes of shareholders, holders of Class B ordinary shares will be entitled to fifteen votes per share, subject to certain conditions, while holders of Class A ordinary shares will be entitled to one vote per share based on our proposed dual-class share structure. We will sell Class A ordinary shares represented by our ADSs in this offering. Each Class B ordinary share is convertible into one Class A ordinary share at any time by the holder thereof, while Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Upon any sale of Class B ordinary shares by a holder thereof to any person other than our three core founders, Mr. Wei Wei, Mr. Jun Dong and Ms. Xiaomei Peng, or any entity which is not affiliated with any of the three core founders, such Class B ordinary shares are automatically and immediately converted into the same number of Class A ordinary shares. Each Class B ordinary share beneficially owned by any core founder is automatically converted into one Class A ordinary share, if at any time the core founder ceases to be a director or employee of our company or ceases to have the capability to make business decisions on behalf of our company due to health reasons.

Immediately prior to the completion of this offering, our three core founders, Mr. Wei Wei, Mr. Jun Dong and Ms. Xiaomei Peng, will beneficially own all of our issued Class B ordinary shares. These Class B ordinary shares will constitute approximately % of our total issued and outstanding share capital immediately after the completion of this offering and % of the aggregate voting power of our total issued and outstanding share capital immediately after the completion of this offering due to the disparate voting powers associated with our dual-class share structure, assuming the underwriters do not exercise their over-allotment option. See "Principal Shareholders." As a result of the dual-class share structure and the concentration of ownership, holders of Class B ordinary shares will have considerable influence over matters such as decisions regarding mergers, consolidations and the sale of all or substantially all of our assets, election of directors and other significant corporate actions. Such holders may take actions that are not in the best interest of us or our other shareholders. This concentration of ownership may discourage, delay or prevent a change in control of our company, which could have the effect of depriving our other shareholders of the opportunity to receive a premium for their shares as part of a sale of our company and may reduce the price of our ADSs. This concentrated control will limit your ability to influence corporate matters and could discourage others from pursuing any potential merger, takeover or other change of control transactions that holders of Class A ordinary shares and ADSs may view as beneficial.

Because we do not expect to pay dividends in the foreseeable future after this offering, you must rely on price appreciation of our ADSs for return on your investment.

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

Our board of directors has complete discretion as to whether to distribute dividends. Even if our board of directors decides to declare and pay dividends, the timing, amount and form of future dividends, if any, will depend on, among other things, our future results of operations and cash flow, our capital requirements and surplus, the amount of distributions, if any, received by us from our

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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.

Because 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 purchase ADSs in this offering, you will pay more for each ADS than the corresponding amount paid by existing shareholders for their ordinary shares. As a result, you will experience immediate and substantial dilution of approximately US$ per ADS (assuming that no outstanding options to acquire ordinary shares are exercised). This number represents the difference between (1) our pro forma net tangible book value per ADS of US$ as of March 31, 2018, after giving effect to this offering and (2) the 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. 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.

We have not determined a specific use for a portion of the net proceeds from this offering, and we may use these proceeds in ways with which you may not agree.

We have not determined a specific use for a portion of the net proceeds of this offering, and our management will have considerable discretion in deciding how to apply these proceeds. You will not have the opportunity to assess whether the proceeds are being used appropriately before you make your investment decision. You must rely on the judgment of our management regarding the application of the net proceeds of this offering. We cannot assure you that the net proceeds will be used in a manner that will improve our results of operations or increase our ADS price, nor that these net proceeds will be placed only in investments that generate income or appreciate in value.

We may be classified as a passive foreign investment company, which could result in adverse U.S. federal income tax consequences to U.S. Holders of our ADSs or ordinary shares.

A non-U.S. corporation, such as our company, will be classified as a passive foreign investment company, or PFIC, for U.S. federal income tax purposes for any taxable year, if either (i) 75% or more of its gross income for such year consists of certain types of "passive" income or (ii) 50% or more of the value of its assets (determined on the basis of a quarterly average) during such year produce or are held for the production of passive income. Passive income generally includes dividends, interest, royalties, rents, annuities, net gains from the sale or exchange of property producing such income and net foreign currency gains. For this purpose, cash and assets readily convertible into cash are categorized as passive assets and the company's unbooked intangibles associated with active business activity are taken into account as non-passive assets.

In addition, we will be treated as owning a proportionate share of the assets and earning a proportionate share of the income of any other corporation in which we own, directly or indirectly, 25% or more (by value) of the stock. Although the law in this regard is unclear, we treat our variable interest entities as being beneficially owned by us for U.S. federal income tax purposes because we control their management decisions, we are entitled to substantially all of the economic benefits associated with these entities, and, as a result, we consolidate their results of operations in our U.S. GAAP financial statements.

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We believe our income from and assets used in the installment-sale business are treated as passive under the PFIC provisions. Accordingly, based on our current income and assets and the expected value of our ADSs, it is possible that we could be a PFIC for our current taxable year or in the foreseeable future. Even if we are not currently a PFIC, changes in the nature of our income or assets, or fluctuations in the market price of our ADSs, may cause us to become a PFIC for future taxable years. In estimating the value of our goodwill and other unbooked intangibles, we have taken into account our anticipated market capitalization following the close of this offering, which may fluctuate over time. Among other factors, if our market capitalization is less than anticipated or subsequently declines, we may be or become classified as a PFIC for the current or future taxable years. Under circumstances where revenues from our installment sale business or other activities that produce passive income increase relative to our revenues from activities that produce non-passive income or where we determine not to deploy significant amounts of cash for working capital or other purposes, our risk of becoming classified as a PFIC may substantially increase. In addition, if it were determined that that we are not the beneficial owner of our variable interest entities for U.S. federal income tax purposes, we may be treated as a PFIC for our current taxable year and in future taxable years.

If we are classified as a PFIC for any year during which a U.S. Holder (as defined below) holds our ADSs or ordinary shares, such U.S. Holder may incur significantly increased U.S. federal income tax on gain recognized on the sale or other disposition of our ADSs or ordinary shares and on the receipt of distributions on our ADSs or ordinary shares to the extent such gain or distribution is treated as an "excess distribution" under the U.S. federal income tax rules. If we are so classified during a U.S. Holder's holding period, our ADSs or ordinary shares will generally continue to be treated as shares in a PFIC for all succeeding years during which such U.S. Holder holds our ADSs or ordinary shares, even if we cease to be a PFIC, unless certain elections are made. See the discussion under "Taxation—United States Federal Income Tax Considerations— Passive Foreign Investment Company Rules " concerning the U.S. federal income tax considerations of an investment in our ADSs or ordinary shares if we are or become classified as a PFIC, including the possibility of making certain elections.

The approval of the China Securities Regulatory Commission may be required in connection with this offering under PRC law.

The M&A Rules, which were adopted in 2006 by six PRC regulatory agencies, including the CSRC, purport to require offshore special purpose vehicles that are controlled by PRC companies or individuals and that have been formed for the purpose of seeking a public listing on an overseas stock exchange through acquisitions of PRC domestic companies or assets to obtain CSRC approval prior to publicly listing their securities on an overseas stock exchange. The interpretation and application of the regulations remain unclear, and this offering may ultimately require approval from the CSRC. If CSRC approval is required, it is uncertain how long it will take us to obtain the approval and any failure to obtain or delay in obtaining CSRC approval for this offering would subject us to sanctions imposed by the 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 counsel, Beijing Shihui Law Firm, has advised us that, based on its understanding of the current PRC laws and regulations, we will not be required to submit an application to the CSRC for the approval of the listing and trading of our ADSs on the Nasdaq Global Market because (i) the 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) our wholly owned PRC subsidiary was established by foreign direct investment, rather than through a merger or acquisition of a domestic company as defined under the M&A Rules. However, we cannot assure you that relevant PRC

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government agencies, including the CSRC, would reach the same conclusion as our PRC counsel, and hence we may face regulatory actions or other sanctions from the CSRC or other PRC regulatory agencies. These regulatory agencies may impose fines and penalties on our operations in China, limit our operating privileges in China, delay or restrict the repatriation of the proceeds from this offering into China or take other actions that could have a material adverse effect on our business, financial condition, results of operations and prospects, as well as the trading price of the ADSs. The CSRC or other PRC regulatory agencies also may take actions requiring us, or making it advisable for us, to halt this offering before settlement and delivery of the ADSs offered hereby. Consequently, if you engage in market trading or other activities in anticipation of and prior to settlement and delivery, you do so at the risk that settlement and delivery may not occur. In addition, if the CSRC or other regulatory agencies later promulgate new rules or explanations requiring that we obtain their approvals for this offering, we may be unable to obtain a waiver of such approval requirements, if and when procedures are established to obtain such a waiver. Any uncertainties and/or negative publicity regarding such approval requirement could have a material adverse effect on the trading price of the ADSs.

Our memorandum and articles of association contain anti-takeover provisions that could have a material adverse effect on the rights of holders of our ordinary shares and ADSs.

We will adopt amended and restated memorandum and articles of association that will become effective immediately prior to the completion of this offering. Our new memorandum and articles of association contain provisions to limit the ability of others to acquire control of our company or cause us to engage in change-of-control transactions. These provisions could have the effect of depriving our shareholders of an opportunity to sell their shares at a premium over prevailing market prices by discouraging third parties from seeking to obtain control of our company in a tender offer or similar transaction. Our board of directors has the authority, without further action by our shareholders, to issue preferred shares in one or more series and to fix their designations, powers, preferences, privileges, and relative participating, optional or special rights and the qualifications, limitations or restrictions, including dividend rights, conversion rights, voting rights, terms of redemption and liquidation preferences, any or all of which may be greater than the rights associated with our ordinary shares. Preferred shares could be issued quickly with terms calculated to delay or prevent a change in control of our company or make removal of management more difficult. If our board of directors decides to issue preferred shares, the price of our ADSs may fall and the voting and other rights of the holders of our ordinary shares and ADSs may be materially and adversely affected.

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

We are an exempted company incorporated under the laws of the Cayman Islands. Our corporate affairs are governed by our memorandum and articles of association, the Companies Law (2018 Revision) of the Cayman Islands and the common law of the Cayman Islands. The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary 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.

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Shareholders of Cayman Islands exempted companies like us have no general rights under Cayman Islands law to inspect corporate records or to obtain copies of lists of shareholders of these companies. Our directors have discretion under our 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, which is our home country, 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 under rules and regulations applicable to U.S. domestic issuers.

As a result of all of the above, our public shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or controlling shareholders than they would as public shareholders of a company incorporated in the 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."

Certain judgments obtained against us by our shareholders may not be enforceable.

We are a Cayman Islands company and all of our assets are located outside of the United States. Substantially all of our current operations are conducted in China. In addition, a majority of our current directors and officers are nationals and residents of countries other than the United States. Substantially all of the assets of these persons are located outside the United States. As a result, it may be difficult or impossible for you to bring an action against us or against these individuals in the United States in the event that you believe that your rights have been infringed under the U.S. federal securities laws or otherwise. Even if you are successful in bringing an action of this kind, the laws of the Cayman Islands and of China may render you unable to enforce a judgment against our assets or the assets of our directors and officers. For more information regarding the relevant laws of the Cayman Islands and China, see "Enforceability of Civil Liabilities."

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 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 of 2002 for so long as we are an emerging growth company until the fifth anniversary from the date of our initial listing.

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. This election allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies, and as a result of this election our financial statements may not be comparable to those of companies that comply with public company effective dates, including other emerging growth companies that have not made this election.

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We are a foreign private issuer within the meaning of the rules under the Exchange Act, and as such we are exempt from certain provisions applicable to United States domestic public companies.

Because we are a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the securities rules and regulations in the United States that are applicable to U.S. domestic issuers, including:

•: the rules under the Exchange Act requiring the filing of quarterly reports on Form 10-Q or current reports on Form 8-K with the SEC;
•: the sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect of a security registered under the Exchange Act;
•: the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and
•: the selective disclosure rules by issuers of material nonpublic information under Regulation FD.

We will be required to file an annual report on Form 20-F within four months of the end of each fiscal year. In addition, we intend to publish our results on a quarterly basis through press releases, distributed pursuant to the rules and regulations of the Nasdaq Global Market. Press releases relating to financial results and material events will also be furnished to the SEC on Form 6-K. However, the information we are required to file with or furnish to the SEC will be less extensive and less timely than that required to be filed with the SEC by U.S. domestic issuers. As a result, you may not be afforded the same protections or information that would be made available to you were you investing in a U.S. domestic issuer.

The voting rights of holders of ADSs are limited by the terms of the deposit agreement, and you may not be able to exercise your right to vote your Class A ordinary shares.

As a holder of our ADSs, you will only be able to exercise the voting rights with respect to the underlying Class A ordinary shares in accordance with the provisions of the deposit agreement. Under the deposit agreement, you must vote by giving voting instructions to the depositary. If we ask for your instructions, then upon receipt of your voting instructions, the depositary will try to vote the underlying Class A ordinary shares in accordance with these instructions. You will not be able to directly exercise your right to vote with respect to the underlying shares unless you withdraw the shares. Under our amended and restated memorandum and articles of association that will become effective immediately prior to the completion of this offering, the minimum notice period required for convening a general meeting is 14 days. When a general meeting is convened, you may not receive sufficient advance notice to withdraw the shares underlying your ADSs to allow you to vote with respect to any specific matter. If we ask for your instructions, the depositary will notify you of the upcoming vote and will arrange to deliver our voting materials to you. We 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 their manner of carrying out your voting instructions. This means that you may not be able to exercise your right to vote and you may have no legal remedy if the shares underlying your ADSs are not voted as you requested.

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

Under the deposit agreement for the ADSs, if you do not vote, the depositary will give us a discretionary proxy to vote our Class A ordinary shares underlying your ADSs at shareholders' meetings unless:

•: we have failed to timely provide the depositary with notice of meeting and related voting materials;
•: we have instructed the depositary that we do not wish a discretionary proxy to be given;
•: we have informed the depositary that there is substantial opposition as to a matter to be voted on at the meeting;
•: a matter to be voted on at the meeting would have a material adverse impact on shareholders; or
•: the voting at the meeting is to be made on a show of hands.

The effect of this discretionary proxy is that if you do not vote at shareholders' meetings, you cannot prevent our Class A ordinary shares underlying your ADSs from being voted, 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.

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.

The depositary of our ADSs has agreed to pay you the cash dividends or other distributions it or the custodian receives on Class A 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 Class A 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 experience dilution of your holdings due to inability to participate in rights offerings.

We may, from time to time, distribute rights to our shareholders, including rights to acquire securities. Under the deposit agreement, the depositary will not distribute rights to holders of ADSs unless the distribution and sale of rights and the securities to which these rights relate are either exempt from registration under the Securities Act with respect to all holders of ADSs or are registered under the provisions of the Securities Act. The depositary may, but is not required to, attempt to sell these undistributed rights to third parties, and may allow the rights to lapse. We may be unable to establish an exemption from registration under the Securities Act, and we are under no obligation to file a registration statement with respect to these rights or underlying securities or to endeavor to have a registration statement declared effective. Accordingly, holders of ADSs may be unable to participate in our rights offerings and may experience dilution of their holdings as a result.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
AND INDUSTRY DATA

This prospectus contains forward-looking statements that involve risks and uncertainties. All statements other than statements of current or historical facts are forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from those expressed or implied by the forward-looking statements.

You can identify these forward-looking statements by words or phrases such as "may," "will," "expect," "anticipate," "aim," "estimate," "intend," "plan," "believe," "likely to" or other similar expressions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. These forward-looking statements include, but are not limited to, statements about:

•: our goals and strategies;
•: our future business development, financial condition and results of operations;
•: expected changes in our revenues, costs or expenditures;
•: our expectations regarding demand for and market acceptance of our services;
•: competition in our industry; and
•: government policies and regulations relating to our industry.

You should read this prospectus and the documents that we refer to in this prospectus with the understanding that our actual future results may be materially different from and worse than what we expect. Other sections of this prospectus include additional factors which could adversely impact our business and financial performance. Moreover, we operate in an evolving environment. New risk factors and uncertainties emerge from time to time and it is not possible for our management to predict all risk factors and uncertainties, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. We qualify all of our forward-looking statements by these cautionary statements.

You should not rely upon forward-looking statements as predictions of future events. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

This prospectus also contains statistical data and estimates that we obtained from industry publications and reports generated by third-party providers of market intelligence. Although we have not independently verified the data, we believe that the publications and reports are reliable. The market data contained in this prospectus involves a number of assumptions, estimates and limitations. The consumer finance market, financial services market and related markets in China may not grow at the rates projected by market data, or at all. The failure of these markets to grow at the projected rates may have a material adverse effect on our business and the market price of our ADSs. If any one or more of the assumptions underlying the market data turns out to be incorrect, actual results may differ from the projections based on these assumptions. In addition, projections, assumptions and estimates of our future performance and the future performance of the industry in which we operate are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in "Risk Factors" and elsewhere in this prospectus. You should not place undue reliance on these forward-looking statements.

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USE OF PROCEEDS

We estimate that we will receive net proceeds from this offering of approximately US$ million, or approximately US$ million if the underwriters exercise their option to purchase additional ADSs in full, after deducting underwriting discounts and commissions and the estimated offering expenses payable by us. These estimates are based upon an assumed initial offering price of US$ per ADS, the midpoint of the range shown on the front cover page of this prospectus. A US$1.00 change in the assumed initial public offering price of US$ per ADS would, in the case of an increase, increase and, in the case of a decrease, decrease the net proceeds of this offering by US$ million, or approximately US$ million if the underwriters exercise their option to purchase additional ADSs in full, 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 the estimated offering expenses payable by us.

The primary purposes of this offering are to create a public market for our shares for the benefit of all shareholders, retain talented employees by providing them with equity incentives, and obtain additional capital. We plan to use the net proceeds of this offering primarily for general corporate purposes, which may include investment in product development, sales and marketing activities, technology infrastructure, capital expenditures, and other general and administrative matters. We plan to use approximately US$ million to repay a part of the loans from shareholders that we incurred in July 2018. We may also use a portion of these proceeds for the acquisition of, or investment in, technologies, solutions or businesses that complement our business, although we have no present commitments or agreements to enter into any acquisitions or investments. The amounts and timing of any expenditures will vary depending on the amount of cash generated by our operations, and the rate of growth, if any, of our business. Accordingly, our management will have significant flexibility in applying the net proceeds of the offering. If an unforeseen event occurs or business conditions change, we may use the proceeds of this offering differently than as described in this prospectus.

In utilizing the proceeds of this offering, we are permitted under PRC laws and regulations to provide funding to our PRC subsidiaries only through loans or capital contributions. Subject to satisfaction of applicable government registration and approval requirements, we may extend inter-company loans to our PRC subsidiary or make additional capital contributions to our PRC subsidiary to fund its capital expenditures or working capital. We cannot assure you that we will be able to obtain these government registrations or approvals on a timely basis, if at all. See "Risk Factors—Risks Relating to Doing Business in China—PRC regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental control of currency conversion may delay or prevent us from using the proceeds of this offering to make loans to or make additional capital contributions to our PRC subsidiaries, which could materially and adversely affect our liquidity and our ability to fund and expand our business."

Pending use of the net proceeds, we intend to hold our net proceeds in demand deposits or invest them in interest-bearing government securities.

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DIVIDEND POLICY

We have not previously declared or paid cash dividends and we have no plan to declare or pay any dividends in the near future on our shares. We currently intend to retain most, if not all, of our available funds and any future earnings to operate and expand our business.

We are a holding company incorporated in the Cayman Islands. We rely principally on dividends from our PRC subsidiaries for our cash requirements, including any payment of dividends to our shareholders. PRC regulations may restrict the ability of our PRC subsidiaries to pay dividends to us. See "Risk Factors—Risks Relating to Doing Business in China—We 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 could have a material adverse effect on our ability to conduct our business."

Our board of directors has discretion as to whether to distribute dividends, subject to applicable laws. Even if our board of directors decides to pay dividends, the form, frequency and amount will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors that the board of directors may deem relevant. If we pay any dividends on our shares, ADS holders will receive payment 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.

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CAPITALIZATION

The following table sets forth our capitalization as of March 31, 2018:

•: on an actual basis;
•: on a pro forma basis to reflect (i) the redesignation of ordinary shares beneficially owned by our three core founders, Mr. Wei Wei, Mr. Jun Dong and Ms. Xiaomei Peng, into Class B ordinary shares on a one-for-one basis immediately prior to the completion of this offering, (ii) the redesignation of all of the remaining ordinary shares into Class A ordinary shares on a one-for-one basis immediately prior to the completion of this offering, and (iii) the automatic conversion of all of our outstanding preferred shares into Class A ordinary shares upon the completion of this offering; and
•: on a pro forma as adjusted basis to reflect (i) the redesignation of ordinary shares beneficially owned by our three core founders, Mr. Wei Wei, Mr. Jun Dong and Ms. Xiaomei Peng, into Class B ordinary shares on a one-for-one basis immediately prior to the completion of this offering, (ii) the redesignation of all of the remaining ordinary shares into Class A ordinary shares on a one-for-one basis immediately prior to the completion of this offering, and (iii) the automatic conversion of all of our outstanding preferred shares into Class A ordinary shares immediately upon the completion of this offering; and (iv) the sale of Class A ordinary shares in the form of ADSs by us 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 shown on the front cover of this prospectus, after deducting the underwriting discounts and commissions and estimated offering expenses payable by us.

You should read this table together with our consolidated financial statements and 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 March 31, 2018

	Actual	Pro forma	Pro forma as adjusted
	(in US$ thousands, except for share and per share data)
Mezzanine Equity:
Mezzanine equity (US$0.000125 par value; shares authorized, shares issued and outstanding on an actual basis; none outstanding on a pro forma or pro forma as adjusted basis)
Total mezzanine equity
Shareholders' Equity:
Ordinary shares (US$0.000125 par value; shares authorized, shares issued and outstanding on an actual basis; outstanding on a pro forma basis; outstanding on a pro forma as adjusted basis)
Additional paid-in capital ⁽¹⁾
Statutory reserves
Accumulated other comprehensive income
Retained earnings
Total shareholders' equity
Total mezzanine equity and shareholders' equity

(1): A US$1.00 increase (decrease) in the assumed initial public offering price of US$ per ADS, the mid-point of the estimated range of the initial public offering price shown on the cover page of this prospectus, would increase (decrease) each of additional paid-in capital, total shareholders' equity and total capitalization by US$ million, assuming the number of ADSs offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions and estimated expenses payable by us.

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EXCHANGE RATE INFORMATION

Our reporting currency is the Renminbi because our business is mainly conducted in China and all of our revenues are denominated in Renminbi. This prospectus contains translations of Renminbi amounts into U.S. dollars at specific rates solely for the convenience of the reader. The conversion of Renminbi into U.S. dollars in this prospectus is based on the exchange rate set forth in the H.10 statistical release of the Board of Governors of the Federal Reserve System. Unless otherwise noted, all translations from Renminbi to U.S. dollars and from U.S. dollars to Renminbi in this prospectus were made at a rate of RMB6.2726 to US$1.00, the exchange rate on March 30, 2018 set forth in the H.10 statistical release of the Federal Reserve Board. We make no representation that any Renminbi or U.S. dollar amounts could have been, or could be, converted into U.S. dollars or Renminbi, as the case may be, at any particular rate, the rates stated below, or at all. The PRC government imposes control over its foreign currency reserves in part through direct regulation of the conversion of Renminbi into foreign exchange and through restrictions on foreign trade. On July 6, 2018, the rate was RMB6.6396 to US$1.00.

The following table sets forth information concerning exchange rates between the Renminbi and the U.S. dollar 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.

	Certified Exchange Rate

Period	Period End		Average ⁽¹⁾		Low		High
	(RMB per US$1.00)
2012		6.2301		6.2990		6.3879		6.2221
2013		6.0537		6.1478		6.2438		6.0537
2014		6.2046		6.1620		6.2591		6.0402
2015		6.4778		6.2827		6.4896		6.1870
2016		6.9430		6.6400		6.9580		6.4480
2017		6.5063		6.7350		6.9575		6.4773
2018
January		6.2841		6.4233		6.5263		6.2841
February		6.3280		6.4232		6.3471		6.2649
March		6.2726		6.3174		6.3565		6.2685
April		6.3325		6.2967		6.3340		6.2655
May		6.4096		6.3701		6.4175		6.3325
June		6.6171		6.4651		6.6235		6.3850
July (through July 6)		6.6396		6.6434		6.6632		6.6341

Source: Federal Reserve Statistical Release

(1): Annual averages were calculated by using the average of the exchange rates on the last day of each month during the relevant year. Monthly averages are calculated by using the average of the daily rates during the relevant month.

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DILUTION

Our net tangible book value as of March 31, 2018 was approximately US$ per ordinary share and US$ per ADS. Net tangible book value per ordinary share represents the amount of total tangible assets, minus the amount of total liabilities, divided by the total number of ordinary shares outstanding. Pro forma net tangible book value per ordinary share is calculated after giving effect to the automatic conversion of all of our outstanding preferred shares. Dilution is determined by subtracting pro forma net tangible book value per ordinary share from the assumed public offering price per ordinary share. Because the Class A ordinary shares and Class B ordinary shares have the same dividend and other rights, except for voting and conversion rights, the dilution is presented based on all issued and outstanding ordinary shares, including Class A ordinary shares and Class B ordinary shares.

Without taking into account any other changes in such net tangible book value after December 31, 2016, other than to give effect to our issuance and sale of ADSs in this offering at an assumed initial public offering price of US$ per ADS, the midpoint of the estimated public offering price range, and after deduction of underwriting discounts and commissions and estimated offering expenses payable by us (assuming the over-allotment option is not exercised), our pro forma as adjusted net tangible book value as of December 31, 2016 would have been US$ per outstanding ordinary share, including ordinary shares underlying our outstanding ADSs, or US$ per ADS. This represents an immediate increase in net tangible book value of US$ per ordinary share, or US$ per ADS, to existing shareholders and an immediate dilution in net tangible book value of US$ per ordinary share, or US$ per ADS, to purchasers of ADSs in this offering. The following table illustrates such dilution:


Assumed initial public offering price per ordinary share		US$
Net tangible book value per ordinary share		US$
Pro forma net tangible book value per ordinary share after giving effect to the automatic conversion of all of our outstanding preferred shares, as of December 31, 2016		US$
Pro forma net tangible book value per ordinary share as adjusted to give effect to the automatic conversion of all of our outstanding preferred shares and this offering, as of December 31, 2016		US$
Amount of dilution in net tangible book value per ordinary share to new investors in the offering		US$
Amount of dilution in net tangible book value per ADS to new investors in the offering		US$

A US$1.00 change in the assumed public offering price of US$ per ADS would, in the case of an increase, increase and, in the case of a decrease, decrease our pro forma as adjusted net tangible book value after giving effect to the offering by US$ million, the pro forma as adjusted net tangible book value per ordinary share and per ADS after giving effect to this offering by US$ per ordinary share and per US$ ADS and the dilution in pro forma as adjusted 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 estimated offering expenses. The pro forma information discussed above is illustrative only. Our net tangible book value following the completion of this offering is subject to adjustment based on the actual initial public offering price of our ADSs and other terms of this offering determined at pricing.

The following table summarizes, on a pro forma basis as of March 31, 2018, the differences between the shareholders as of March 31, 2018 and the new investors with respect to the number of

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ordinary shares purchased from us, the total consideration paid and the average price per ordinary share paid at an assumed initial public offering price of US$ per ADS before deducting estimated underwriting discounts and commissions and estimated offering expenses.

	Ordinary Shares Purchased		Total Consideration

					Average Price Per Ordinary Share
						Average Price Per ADS
	Number	Percent	Amount	Percent		Average Price Per ADS
Existing shareholders
New investors

Total

A US$1.00 change in the assumed public offering price of US$ per ADS would, in the case of an increase, increase and, in the case of a decrease, 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$ , US$ , US$ and US$ , respectively, 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 estimated offering expenses payable by us.

The discussion and tables above also assume no exercise of any outstanding stock options outstanding 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, and there were ordinary shares available for future issuance upon exercise of future grants under our share incentive plans. To the extent that any of these options are exercised, there will be further dilution to new investors.

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ENFORCEABILITY OF CIVIL LIABILITIES

We are incorporated under the laws of the Cayman Islands as an exempted company with limited liability. We are incorporated in the Cayman Islands because of certain benefits associated with being a Cayman Islands exempted company, such as political and economic stability, an effective judicial system, a favorable tax system, the absence of foreign exchange control or currency restrictions and the availability of professional and support services. However, the Cayman Islands has a less developed body of securities laws than the United States and provides less protection for investors. In addition, Cayman Islands companies do not have standing to sue before the federal courts of the United States.

Substantially all of our assets are located outside the United States. In addition, a majority of our directors and officers are nationals or residents of jurisdictions other than the United States and all or a substantial portion of their assets are located outside the United States. As a result, it may be difficult for investors to effect service of process within the United States upon us or these persons, or to enforce judgments obtained in U.S. courts against us or them, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States. It may also be difficult for you to enforce judgments obtained in U.S. courts based on the civil liability provisions of the U.S. federal securities laws against us and our officers and directors.

We have appointed Puglisi & Associates as our agent to receive service of process with respect to any action brought against us in the U.S. District Court for the Southern District of New York in connection with this offering under the federal securities laws of the United States or the securities laws of any State in the United States or any action brought against us in the Supreme Court of the State of New York in the County of New York in connection with this offering under the securities laws of the State of New York.

Travers Thorp Alberga, our counsel as to Cayman Islands law, has advised us that there is uncertainty as to whether the courts of the Cayman Islands would (1) recognize or enforce judgments of U.S. courts obtained against us or our directors or officers that are predicated upon the civil liability provisions of the federal securities laws of the United States or the securities laws of any state in the United States, or (2) entertain original actions brought in the Cayman Islands against us or our directors or officers that are predicated upon the federal securities laws of the United States or the securities laws of any state in the United States.

Travers Thorp Alberga has informed 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 in personam 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 such judgment (a) is given by a competent foreign court with jurisdiction to give the judgment, (b) imposes a specific positive obligation on the judgment debtor (such as an obligation to pay a liquidated sum or perform a specified obligation), (c) is final and conclusive, (d) is not in respect of taxes, a fine or a penalty; and (e) 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 judgment obtained from the U.S. courts under civil liability provisions of the U.S. federal securities law if such judgment is determined by the courts of the Cayman Islands to give rise to obligations to make payments that are penal or punitive in nature. Because such a determination has not yet been made by a court of the Cayman Islands, it is uncertain whether such civil liability judgments from U.S. courts would be enforceable in the Cayman Islands.

Beijing Shihui Law Firm, our counsel as to PRC law, has advised us that (1) it would be highly unlikely that the courts of the PRC would recognize or enforce judgments of U.S. courts obtained

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against us or our directors or officers that are predicated upon the civil liability provisions of the federal securities laws of the United States or the securities laws of any state in the United States, and (2) there is uncertainty as to whether the courts of the PRC would entertain original actions brought in the PRC against us or our directors or officers that are predicated upon the federal securities laws of the United States or the securities laws of any state in the United States.

Beijing Shihui Law Firm has advised us that the recognition and enforcement of foreign judgments are provided for under the PRC Civil Procedure Law. PRC courts may recognize and enforce foreign judgments in accordance with the requirements of the PRC Civil Procedure Law. Beijing Shihui Law Firm has advised us further that under PRC law, a foreign judgment that does not otherwise violate basic legal principles, state sovereignty, safety or social public interest may be recognized and enforced by a PRC court, based either on bilateral treaties or international conventions contracted by China and the country where the judgment is made or on reciprocity between jurisdictions. As there currently exists no bilateral treaty, international convention or other form of reciprocity between China and the United States governing the recognition of judgments, including those predicated upon the liability provisions of the U.S. federal securities laws, it would be highly unlikely that a PRC court would enforce judgments rendered by U.S. courts.

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CORPORATE HISTORY AND STRUCTURE

We commenced our business in June 2015 as a business unit within our predecessor, Jimu Holdings Limited, formerly known as Pintec Holdings Limited, which is a British Virgin Islands holding company. Our predecessor had commenced a peer-to-peer lending business in July 2012. We refer to this business as the Jimu business. Beginning in 2015, our predecessor started to diversify its business by offering various lending and wealth management solutions to business partners, financial partners and end users. It launched Dumiao, our lending solutions platform, in June 2015 and commenced its wealth management business by launching the Hongdian platform in September 2015 and the Polaris platform in June 2016. In 2016, in order to focus on developing an independent technology platform that enables financial services as its core competency, our shareholders initiated a restructuring and reorganization of Pintec Holdings Limited by separating our business and the Jimu business and consolidating them into separate entities. We have been operating our financing solutions business separately from Jimu Group's peer-to-peer funding business since June 2015, and we have been operating our company substantially as a stand-alone company since September 2016. However, Jimu Group has been our significant financial partner and we collaborate with Jimu Group to provide services to end users of the platform.

Pursuant to the Reorganization, we have executed the following restructuring and reorganization steps and established our current corporate structure. In addition, the agreements we entered into with Jimu Group in relation to the Reorganization set forth certain provisions relating to, among other things, the transfer of assets between us and Jimu Group, change of employment relationships and the restructuring and reorganization of the subsidiaries and variable interest entities of Jimu Group and us in China. The Reorganization was completed in March 2018.

In October 2016, our director and chief executive officer, Mr. Wei Wei, incorporated Pintec Technology Holdings Limited (BVI) in the British Virgin Islands. The name of this entity was later changed to Wise Plus Limited. Our subsidiaries in the British Virgin Islands, Next Hop Holdings Limited and Sky City Holdings Limited, had previously been incorporated, the former by Mr. Jun Dong in January 2016 and the latter by our predecessor in June 2016. In December 2016, Wise Plus Limited acquired all the equity interests of Next Hop Holdings Limited and Sky City Holdings Limited.

Next Hop Holdings Limited has a wholly owned subsidiary in Hong Kong, Next Hop Hong Kong Limited, which was established by Mr. Jun Dong and then transferred to Next Hop Holdings Limited in January 2016. Next Hop Hong Kong Limited further established Pintec (Beijing) Technology Co., Ltd., or Pintec Beijing, as its wholly owned subsidiary in China in December 2016. Sky City Holdings Limited established a wholly owned subsidiary in Hong Kong, Sky City Hong Kong Limited, in August 2016, and Sky City Hong Kong Limited further established Sky City (Beijing) Technology Co., Ltd., or Sky City Beijing, as its wholly owned subsidiary in China in December 2016.

In March 2017, Wise Plus Limited incorporated Pintec Technology Holdings Limited (Cayman) in the Cayman Islands. In April 2017, Next Hop Holdings Limited and Sky City Holdings Limited became our wholly owned subsidiaries through a share swap, through which Wise Plus Limited transferred all its equity interests in those two companies to Pintec Technology Holdings Limited (Cayman), in exchange for one ordinary share of Pintec Technology Holdings Limited (Cayman).

Pintec Jinke (Beijing) Technology Information Co., Ltd., or Beijing Jinke, was established in China in February 2014. Beijing Hongdian Fund Distributor Co., Ltd., or Beijing Hongdian, was established in China in April 2015. Anquying (Tianjin) Business Information Consulting Co., Ltd., or Tianjin Anquying, was established in China in January 2016. Xuanji Intelligence (Beijing) Technology Co., Ltd., or Beijing Xuanji, was established in China in May 2016. We refer to these entities collectively as our variable interest entities. In December 2017, we obtained control and became the primary beneficiary of our variable interest entities by entering into a series of contractual arrangements between our wholly foreign owned entities, our variable interest entities and the shareholders of our variable interest

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entities. In the same month, we entered into a share purchase agreement, a shareholders agreement and other transaction documents with the existing shareholders of our predecessor to issue and distribute our shares to them in proportion to our predecessor's then shareholding structure.

The following diagram illustrates our corporate structure as of the date of this prospectus, including our principal subsidiaries and our variable interest entities:

(1): The shareholders of Anquying (Tianjin) Information Consulting Co., Ltd. include Mr. Wei Wei (78%), our director and chief executive officer, and Ms. Xiaomei Peng (22%), our director.
(2): The shareholders of Xuanji Intelligence (Beijing) Technology Co., Ltd. include Mr. Wei Wei (78%) and Ms. Xiaomei Peng (22%).
(3): The shareholders of Pintec Jinke (Beijing) Technology Information Co., Ltd. include Mr. Bingqing Chen (45%), who is an employee of our company, Mr. Hao Dong (5%), who beneficially owns shares of our company, and Mr. Wei Wei (50%).
(4): The shareholder of Beijing Hongdian Fund Distributor Co., Ltd. is Mr. Wei Hu (100%), who beneficially owns shares of our company.

Our Relationship with Jimu Group

We and Jimu Group are under the control of our existing shareholders as of the date of this prospectus. Our predecessor, Jimu Holdings Limited, formerly known as Pintec Holdings Limited, was

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founded in 2013 and has grown to become a large financial services company focusing on providing peer-to-peer lending and financial solutions in China. Prior to the Reorganization and the establishment of Pintec Technology Holdings Limited, our business was carried out by various subsidiaries and variable interest entities of our predecessor. Since September 2016, our business and the Jimu business have been operating substantially independent of each other. Pursuant to the Reorganization, all of the shares of Pintec Technology Holdings Limited were issued to the shareholders of Jimu Group's holding company such that Pintec Technology Holdings Limited has the same shareholders, in the same proportions and with the same rights, as Jimu Group's holding company does. In addition, three of the directors on our board, namely, Jun Dong, Xiaomei Peng and Feng Hong, also sit on the board of Jimu Holdings Limited. We entered into various transaction agreements in connection with the Reorganization in December 2017. The Reorganization was completed in March 2018. The peer-to-peer lending business and provision of related services are now carried out by Jimu Group, while our business is carried out by our own subsidiaries and variable interest entities and their subsidiaries.

Jimu Box has been the single largest funding source for loans facilitated through our platform, and we expect it to remain so for the foreseeable future, even as we seek to reduce our reliance on it. Jimu Box was the funding source for 99% of the outstanding loans facilitated through our platform as of December 31, 2016, 82% of the outstanding loans as of December 31, 2017, and 72% of the outstanding loans as of March 31, 2018. See "Risk Factors—Risks Relating to Our Business—We have historically relied on Jimu Group for substantially all of our funding, and we will continue to rely on Jimu Group for a significant portion of our funding for some time in the future. We need adequate funding at reasonable cost to successfully operate our business, and access to adequate funding at reasonable cost cannot be assured." In addition, to facilitate our cooperation with our financial partners, we have historically depended on Jimu Group and recognition of its brand to have more accessible funding sources by way of relying on certain guarantee arrangement between a subsidiary of our predecessor, Lerong Duoyuan (Beijing) Technology Co., Ltd., and our financial partners. Jimu Group currently owns Lerong Duoyuan (Beijing) Technology Co., Ltd. We intend to cease our reliance on Jimu Group for the provision of any guarantee services.

We have entered into a series of agreements with Jimu Group with respect to the Reorganization and post-reorganization relationship between us and Jimu Group, including a master transaction agreement, a cooperation framework agreement, a non-competition agreement and an intellectual property license agreement. The following are summaries of these agreements. For the complete text of these agreements, please see the copies included as exhibits to the registration statement filed with the SEC, of which this prospectus is a part.

Master Transaction Agreement

The master transaction agreement contains provisions relating to the Reorganization and our post-reorganization ongoing relationship with Jimu Group. Pursuant to this agreement, we are responsible for all financial liabilities associated with our business, whether current or historical, and operations that have been conducted by or transferred to us, and Jimu Group is responsible for financial liabilities associated with all of Jimu Group's other current and historical businesses and operations, in each case regardless of the time those liabilities arise. The master transaction agreement also contains indemnification provisions under which we and Jimu Group agree to indemnify each other with respect to breaches of the master transaction agreement or any related inter-company agreement.

In addition, we agree to indemnify Jimu Group against liabilities arising from misstatements or omissions in this prospectus or the registration statement of which it is a part, except for misstatements or omissions relating to information that Jimu Group provided to us specifically for inclusion in this prospectus or the registration statement of which it forms a part. Jimu Group agrees to indemnify us

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against liabilities arising from misstatements or omissions in its subsequent filings, if any, or with respect to information that Jimu Group provided to us specifically for inclusion in this prospectus, the registration statement of which this prospectus forms a part, or our annual reports or other SEC filings following the initial filing of the registration statement with the SEC of which this prospectus is a part, but only to the extent that the information pertains to Jimu Group or the Jimu business or to the extent we provide Jimu Group prior written notice that the information will be included in our annual reports or other SEC filings and the liability does not result from our action or inaction.

The master transaction agreement also contains a general release, under which the parties will release each other from any liabilities arising from events occurring on or before the initial filing date of the registration statement of which this prospectus forms a part, including in connection with the activities undertaken to implement this offering. The general release does not apply to liabilities allocated between the parties under the master transaction agreement or the other inter-company agreements.

The master transaction agreement will automatically terminate five years after the completion of this offering. This agreement can be terminated early or extended by mutual written consent of the parties. The termination of this agreement will not affect the validity and effectiveness of the cooperation framework agreement, the non-competition agreement and the intellectual property license agreement.

Cooperation Framework Agreement

Under the cooperation framework agreement, Jimu Group agrees to fund the loans to borrowers referred and approved by us up to an aggregate of no less than 50% of all of the loans matched on Jimu Group's online peer-to-peer lending platform each month. We agree to provide Jimu Group with certain services and support, including borrower referral, repayment management and transaction and technology support.

We and Jimu Group agree that the fee rate, if any, charged by one party to the other party in connection with any of the foregoing areas of cooperation will be negotiated on an arm's length basis. We will enter into separate specific agreements from time to time as necessary and appropriate for the purpose of the cooperation.

This agreement will be effective on the date of completion of this offering and expire on the later of (i) the date that is 15 calendar days after the first quarter-end date that the common shareholding between Jimu Group's holding company and Pintec drops below 20%; and (ii) the 15th anniversary of the date of completion of this offering.

Non-competition Agreement

Our non-competition agreement with Jimu Group provides for a non-competition period beginning upon the completion of this offering and ending on the later of (i) the date that is 15 calendar days after the first quarter-end date that the common shareholding between Jimu and Pintec drops below 20%; and (ii) the 15th anniversary of the date of completion of this offering.

We agree not to compete with Jimu Group during the non-competition period in any business that is of the same nature as the peer-to-peer lending business, excluding, for the avoidance of doubt, any part of the business that we currently conduct or contemplate to conduct. Jimu Group agrees not to compete with us during the non-competition period in the businesses conducted by us, other than any peer-to-peer lending business, excluding, for the avoidance of doubt, any part of the business that we currently conduct or contemplate to conduct.

The non-competition agreement also provides for a mutual non-solicitation obligation that neither Jimu Group nor we may, during the non-competition period, hire or solicit for hire any active

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employees of or individuals providing consulting services to the other party, or any former employees of or individuals that provided consulting services to the other party within the previous six months, without the other party's consent, except for solicitation activities through generalized non-targeted advertisement not directed to such employees or individuals that do not result in a hiring within the non-competition period.

Intellectual Property License Agreement

Under the intellectual property license agreement, Jimu Group grants us and our subsidiaries and variable interest entities a worldwide, royalty-free, fully paid-up, sublicensable, non-transferable, unlimited, exclusive license of certain intellectual property owned by Jimu Group to use, reproduce, modify, prepare derivative works of, perform, display, transfer or otherwise exploit, until and unless, with respect to each intellectual property, such intellectual property is transferred to our company or any of our subsidiaries or consolidated variable interest entities.

This agreement has become effective and will expire on the date on which all relevant intellectual property have been transferred to Pintec.

Contractual Arrangements with Our Variable Interest Entities

PRC laws and regulations impose restrictions on foreign ownership and investment in internet-based businesses such as distribution of online information, insurance brokerage, fund distribution and other value-added telecommunications services. We are a Cayman Islands company and our PRC subsidiaries are considered foreign-invested enterprises. To comply with PRC laws and regulations, we have entered into a series of contractual arrangements, through our wholly foreign owned entities, with our variable interest entities and the shareholders of our variable interest entities to obtain effective control over our variable interest entities and their subsidiaries.

We currently conduct our business through our variable interest entities and their subsidiaries based on these contractual arrangements, which allow us to:

•: exercise effective control over our variable interest entities and their subsidiaries;
•: receive substantially all of the economic benefits from our variable interest entities and their subsidiaries; and
•: have an exclusive option to purchase all or part of the equity interests in our variable interest entities and when and to the extent permitted by PRC law.

As a result of these contractual arrangements, we have become the primary beneficiary of our variable interest entities under U.S. GAAP. We have consolidated the financial results of our variable interest entities and their subsidiaries in our consolidated financial statements in accordance with U.S. GAAP.

The following is a summary of the currently effective contractual arrangements between our wholly-owned subsidiaries, our wholly foreign owned entities, our variable interest entities and their shareholders.

Agreements that Allow Us to Receive Economic Benefits from Our Variable Interest Entities

Exclusive Business Cooperation Agreements. Our wholly foreign owned entities entered into exclusive business cooperation agreements with each of our variable interest entities. Pursuant to these agreements, our wholly foreign owned entities or their designated parties have the exclusive right to provide our variable interest entities with comprehensive business support, technical support and consulting services. Without our wholly foreign owned entities' prior written consent, our variable interest entities shall not accept any consulting and/or services covered by these agreements from any

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third party. Our variable interest entities agree to pay service fees based on services provided and their commercial value on a quarterly basis or other service fees for specific services as required and as otherwise agreed by both parties. Our wholly foreign owned entities own the intellectual property rights arising out of the services performed under these agreements. Unless our wholly foreign owned entities terminate these agreements or pursuant to other provisions of these agreements, these agreements will remain effective for ten years. These agreements can be terminated by our wholly foreign owned entities with 30 days' advance written notice, our variable interest entities have no right to unilaterally terminate these agreements, subject to certain exceptions.

Agreements that Provide Us with Effective Control over Our Variable Interest Entities

Power of Attorney. Through a series of powers of attorney, each shareholder of our variable interest entities irrevocably authorizes our wholly foreign owned entities or any person(s) designated by our wholly foreign owned entities to act as its attorney-in-fact to exercise all of such shareholder's voting and other rights associated with the shareholder's equity interest in our variable interest entities, including but not limited to the right to attend shareholder meetings on behalf of such shareholder, the right to appoint legal representatives, directors, supervisors and chief executive officers and other senior management, and the right to sell, transfer, pledge and dispose of all or a portion of the shares held by such shareholder. The power of attorney is irrevocable and remains in force continuously upon execution.

Equity Pledge Agreement. Our wholly foreign owned entities have entered into an equity pledge agreement with each shareholder of our variable interest entities. Pursuant to these equity pledge agreements, each shareholder of our variable interest entities has pledged all of his or her equity interest in our variable interest entities to our wholly foreign owned entities to guarantee the performance by such shareholder and our variable interest entities of their respective obligations under the exclusive business cooperation agreements, the power of attorney, the exclusive option agreements, and any amendment, supplement or restatement to such agreements. If our variable interest entities or any of their shareholders breach any obligations under these agreements, our wholly foreign owned entities, as pledgee, will be entitled to dispose of the pledged equity and have priority to be compensated by the proceeds from the disposal of the pledged equity. Each of the shareholders of our variable interest entities agrees that before his or her obligations under the contractual arrangements are discharged, he or she will not dispose of the pledged equity interests or create or allow any encumbrance on the pledged equity interests which may result in the change of the pledged equity that may have adverse effects on the pledgee's rights under these agreements without the prior written consent of our wholly foreign owned entities. These equity pledge agreements will remain effective until our variable interest entities and their shareholders discharge all their obligations under the contractual arrangements, except that the equity pledge under the equity pledge agreements entered into by and among Pintec Beijing, Beijing Hongdian and Beijing Hongdian's shareholder, and Pintec Beijing, Beijing Jinke and Beijing Jinke's shareholders would not be deemed validly created until it is registered with the competent government authorities.

Agreements that Provide Us with the Option to Purchase the Equity Interest in Our Variable Interest Entities

Exclusive Option Agreements. Our wholly foreign owned entities have entered into exclusive option agreements with our variable interest entities and their respective shareholders. Pursuant to these exclusive option agreements, the shareholders of our variable interest entities have irrevocably granted our wholly foreign owned entities or any third party designated by our wholly foreign owned entities an exclusive option to purchase all or part of their respective equity interests in our variable interest entities. In addition, our variable interest entities have irrevocably granted our wholly foreign owned entities or any third party designated by our wholly foreign owned entities an exclusive option to purchase all or part of their respective assets in our variable interest entities. The purchase price of

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equity interests in our variable interest entities will be the lower of RMB1.00 per share or the lowest price permitted by law. The purchase price of assets in our variable interest entities will be the lower of the book value of the asset or the lowest price permitted by law. Without our wholly foreign owned entities' prior written consent, our variable interest entities shall not, among other things, amend their articles of association, increase or decrease the registered capital, sell, dispose of or set any encumbrance on their assets, business or revenue, enter into any material contract outside the ordinary course of business, merge with any other persons, make any investments or distribute dividends. The shareholders of our variable interest entities also undertake that they will not transfer, gift or otherwise dispose of their respective equity interests in our variable interest entities to any third party or create or allow any encumbrance on their equity interests within the term of these agreements. These agreements will remain effective for ten years and will be extended at the sole discretion of our wholly foreign owned subsidiaries.

In the opinion of Beijing Shihui Law Firm, our PRC counsel: the ownership structures of our variable interest entities, currently do not, and immediately after giving effect to this offering, will not result in any violation of the applicable PRC laws or regulations currently in effect; and the contractual arrangements among our wholly owned foreign subsidiaries, our variable interest entities and their shareholders, are governed by PRC laws or regulations, and are currently valid, binding and enforceable in accordance with the applicable PRC laws or regulations currently in effect, and do not result in any violation of the applicable PRC laws or regulations currently in effect, except that the equity pledge under the equity pledge agreements entered into by and among Pintec Beijing, Beijing Hongdian and Beijing Hongdian's shareholder, and Pintec Beijing, Beijing Jinke and Beijing Jinke's shareholders would not be deemed validly created until it is registered with the relevant government authorities. However, Beijing Shihui Law Firm has also advised us that there are substantial uncertainties regarding the interpretation and application of current or future PRC laws and regulations and there can be no assurance that the PRC government will ultimately take a view that is consistent with the opinion of our PRC counsel.

However, there are substantial uncertainties regarding the interpretation and application of current and future PRC laws, regulations and rules. In particular, in 2015, the Ministry of Commerce published a discussion draft of a proposed Foreign Investment Law for public review and comments. Among other things, the proposed Foreign Investment Law expands the definition of foreign investment and introduces the principle of "actual control" in determining whether a company is considered a foreign-invested enterprise. Under the proposed Foreign Investment Law, our variable interest entities would also be deemed as foreign-invested enterprises, if they are ultimately "controlled" by foreign investors, and be subject to restrictions on foreign investments. However, the draft law has not taken a position on what actions will be taken with respect to the existing companies with the "variable interest entity" structure, whether or not these companies are controlled by Chinese parties. It is uncertain when the draft would be signed into law and whether the final version would have any substantial changes from the draft. Accordingly, the PRC regulatory authorities may in the future take a view that is contrary to the above opinion of our PRC counsel. If the PRC government finds that the agreements that establish the structure for operating our internet-based businesses such as distribution of online information, insurance brokerage, fund distribution and other value-added telecommunications services do not comply with PRC government restrictions on foreign investment in these areas, we could be subject to severe penalties, including being prohibited from continuing operations. See "Risk Factors—Risks Relating to Our Corporate Structure" and "—Risks Related to Doing Business in China."

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SELECTED CONSOLIDATED FINANCIAL DATA

The following selected consolidated statements of operations and comprehensive loss data for the years ended December 31, 2016 and 2017 and selected consolidated balance sheet data as of December 31, 2016 and 2017 have been derived from our audited consolidated financial statements included elsewhere in this prospectus. The following selected consolidated statements of operations data for the three months ended March 31, 2017 and 2018 and selected consolidated balance sheets data as of March 31, 2018 have been derived from our unaudited consolidated financial statements included elsewhere in this prospectus. You should read this Selected Consolidated Financial Data section together with our consolidated financial statements and the related notes and "Management's Discussion and Analysis of Financial Condition and Results of Operations" included elsewhere in this prospectus. Our consolidated financial statements are prepared and presented in accordance with U.S. GAAP. Our historical results are not necessarily indicative of results expected for future periods.

	For the Years Ended December 31,															For the Three Months Ended March 31,

	2016						2017									2017						2018
	RMB			%			RMB			US$			%			RMB			%			RMB			US$			%
	(In thousands, except percentages)
Selected Consolidated Statements of Comprehensive (Loss)/Income Data:
Revenues:
Technical service fees		34,171			62.3			425,311			67,805			74.8			50,511			79.4			189,594			30,226			67.9
Installment service fees		16,394			29.9			139,862			22,297			24.6			12,242			19.3			88,118			14,048			31.5
Wealth management service fees		4,309			7.8			3,547			565			0.6			832			1.3			1,688			269			0.6

Total revenues		54,874			100.0			568,720			90,667			100.0			63,585			100.0			279,400			44,543			100.0

Cost of revenues: ⁽¹⁾
Funding cost (including RMB1,120 thousand, RMB1,235 thousand, RMB185 thousand and RMB1,009 thousand to a related party, respectively)		(16,643	)		(30.3	)		(78,831	)		(12,567	)		(13.9	)		(9,079	)		(14.3	)		(51,433	)		(8,200	)		(18.4	)
Provision for credit loss		(16,124	)		(29.4	)		(115,920	)		(18,480	)		(20.4	)		(7,011	)		(11.0	)		(37,119	)		(5,918	)		(13.3	)
Origination and servicing cost (including RMB2,732 thousand, RMB2,720 thousand, RMB390 thousand and RMB152 thousand to a related party, respectively)		(27,087	)		(49.4	)		(177,662	)		(28,324	)		(31.2	)		(26,905	)		(42.3	)		(82,223	)		(13,108	)		(29.4	)

Cost of revenues		(59,854	)		(109.1	)		(372,413	)		(59,371	)		(65.5	)		(42,995	)		(67.6	)		(170,775	)		(27,226	)		(61.1	)

Gross (loss)/profit		(4,980	)		(9.1	)		196,307			31,296			34.5			20,590			32.4			108,625			17,317			38.9

Operating expenses: ⁽¹⁾
Sales and marketing expenses (including RMB35,444 thousand, RMB18,215 thousand, RMB7,165 thousand and RMB1,639 thousand to a related party, respectively)		(72,010	)		(131.2	)		(72,076	)		(11,491	)		(12.7	)		(14,463	)		(22.7	)		(22,042	)		(3,514	)		(7.9	)
General and administrative expenses (including RMB60,623 thousand, RMB45,533 thousand, RMB12,067 thousand and RMB7,969 thousand to a related party, respectively)		(72,849	)		(132.8	)		(106,323	)		(16,950	)		(18.6	)		(25,045	)		(39.5	)		(43,886	)		(6,996	)		(15.7	)
Research and development expenses (including RMB40,975 thousand, RMB35,795 thousand, RMB14,639 thousand and RMB3,803 thousand to a related party, respectively)		(51,172	)		(93.2	)		(71,517	)		(11,401	)		(12.6	)		(16,553	)		(26.0	)		(18,714	)		(2,983	)		(6.7	)

Total operating expenses		(196,031	)		(357.2	)		(249,916	)		(39,842	)		(43.9	)		(56,061	)		(88.2	)		(84,642	)		(13,493	)		(30.3	)

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	For the Years Ended December 31,															For the Three Months Ended March 31,

	2016						2017									2017						2018
	RMB			%			RMB			US$			%			RMB			%			RMB			US$			%
	(In thousands, except percentages)
Operating (loss)/profit		(201,011	)		(366.3	)		(53,609	)		(8,546	)		(9.4	)		(35,471	)		(55.8	)		23,983			3,824			8.6
Change in fair value of convertible loans		—			—			(7,042	)		(1,123	)		(1.2	)		—			—			(663	)		(106	)		(0.2	)
Share of loss from equity method investments		—			—			(2,455	)		(391	)		(0.4	)		—			—			(221	)		(35	)		(0.1	)
Impairment from long term investments		—			—			(2,000	)		(319	)		(0.4	)		—			—			—			—			—

Other income/(loss), net		684			1.2			(1,238	)		(197	)		(0.2	)		(63	)		(0.1	)		3,206			511			1.1

(Loss)/income before income tax expense		(200,327	)		(365.1	)		(66,344	)		(10,576	)		(11.6	)		(35,534	)		(55.9	)		26,305			4,194			9.4
Income tax expense		(167	)		(0.3	)		(18,516	)		(2,952	)		(3.3	)		—			—			(11,700	)		(1,865	)		(4.2	)

Net (loss)/income		(200,494	)		(365.4	)		(84,860	)		(13,528	)		(14.9	)		(35,534	)		(55.9	)		14,605			2,329			5.2
Other comprehensive income		—			—			841			134			0.1			—			—			4,475			713			1.6

Total comprehensive (loss)/income		(200,494	)		(365.4	)		(84,019	)		(13,394	)		(14.8	)		(35,534	)		(55.9	)		19,080			3,042			6.8

(1): Share-based compensation expenses are allocated in cost of revenues and operating expense items as follows:

	For the Years Ended December 31,									For the Three Months Ended March 31,

	2016			2017						2017			2018
	RMB			RMB			US$			RMB			RMB			US$
	(in thousands)
Share-based compensation expenses included in
Cost of revenues		(27	)		(27	)		(4	)		(7	)		(9	)		(1	)
Sales and marketing expenses		(1,986	)		(2,470	)		(394	)		(617	)		(768	)		(122	)
General and administrative expenses		(21,524	)		(25,263	)		(4,028	)		(6,270	)		(7,092	)		(1,131	)
Research and development expenses		(2,128	)		(3,258	)		(519	)		(814	)		(1,050	)		(167	)

	As of December 31,									As of March 31,

	2016			2017						2018
	RMB			RMB			US$			RMB			US$
	(in thousands)
Selected Consolidated Balance Sheet Data:
Cash and cash equivalents		27,292			370,891			59,129			280,945			44,789
Short-term financing receivables, net		359,433			1,506,179			240,120			1,333,227			212,548
Amounts due from related parties		109,701			229,026			36,512			195,146			31,111
Total assets		561,971			2,450,797			390,714			2,212,924			352,794
Short-term funding debts (including amounts of the consolidated VIEs of RMB382,281 thousand, RMB1,220,884 thousand and RMB1,244,783 thousand, respectively)		382,281			1,220,884			194,638			1,244,783			198,448
Amounts due to related parties (including amounts of the consolidated VIEs of RMB162,995 thousand, RMB344,028 thousand and RMB170,940 thousand, respectively)		162,995			375,369			59,843			207,212			33,034
Total liabilities		571,176			2,512,992			400,630			2,247,063			358,236
Total invested deficit/shareholders' deficit		(9,205	)		(62,195	)		(9,916	)		(731,121	)		(116,559	)

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	For the Years Ended December 31,									For the Three Months Ended March 31,

	2016			2017						2017			2018
	RMB			RMB			US$			RMB			RMB			US$
	(in thousands)
Selected Consolidated Cash Flows Data:
Net cash (used in)/provided by operating activities		(123,066	)		197,438			31,476			30,590			(150,786	)		(24,040	)
Net cash (used in)/provided by investing activities		(108,178	)		(1,444,773	)		(230,332	)		(247,492	)		103,521			16,504
Net cash provided by/(used in) financing activities		256,700			1,595,968			254,436			265,127			(38,014	)		(6,060	)
Net increase/(decrease) in cash, cash equivalents and restricted time deposits		25,456			348,599			55,575			47,424			(89,946	)		(14,340	)
Cash, cash equivalents and restricted time deposits at beginning of the period		1,836			27,292			4,351			27,292			375,891			59,926
Including:
Cash and cash equivalents at beginning of the period		1,836			27,292			4,351			27,292			370,891			59,129
Restricted time deposits at beginning of the period		—			—			—			—			5,000			797
Cash, cash equivalents and restricted time deposits at end of the period		27,292			375,891			59,926			74,716			285,945			45,586
Including:
Cash and cash equivalents at end of the period		27,292			370,891			59,129			74,716			280,945			44,789
Restricted time deposits at end of the period		—			5,000			797			—			5,000			797

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

You should read the following discussion and analysis of our financial condition and results of operations in conjunction with the section entitled "Selected Consolidated Financial Data" and our consolidated financial statements and the related notes included elsewhere in this prospectus. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under "Risk Factors" and elsewhere in this prospectus. See "Special Note Regarding Forward-Looking Statements."

Overview

We enable our business partners to fulfill the financial needs of their users. We enable our financial partners to efficiently expand the scope of their products and services and extend them to a wider user base. Our solutions provide end users, who are the customers of our business partners and financial partners, with access to more affordable credit and better wealth management investment opportunities. We have 179 business partners, 81 financial partners and approximately 21.0 million registered users for our point-of-sale financing and our personal and business installment loan solutions as of March 31, 2018.

We generate our revenues primarily from technical service fees and installment service fees. When we match end users to financial partners on our platform for personal and business installment loans, we collect technical service fees for credit assessment, loan servicing and other services that we provide. When an end user makes a purchase from one of our business partners using a point-of-sale installment loan, we finance the purchase and recognize installment service fee revenue over the terms of financing receivables using the effective interest rate method. We bear credit risk in connection with most of the point-of-sale installment loans and a small portion of the personal and business installment loans that we facilitate. See "—Funding Sources and Credit Risk."

We have experienced significant growth since we launched our platform in June 2015. In 2016 and 2017, we facilitated over 8.5 million and 21.3 million loan applications, respectively, and a total of RMB4.8 billion and RMB15.2 billion (US$2.4 billion) in loans, respectively. In the first quarter of 2017 and 2018, we facilitated over 4.4 million and 4.8 million loan applications, respectively, and a total of RMB2.3 billion and RMB3.8 billion (US$0.6 billion) in loans, respectively. Our total revenues grew from RMB54.9 million in 2016 to RMB568.7 million (US$90.7 million) in 2017, and increased from RMB63.6 million in the first quarter of 2017 to RMB279.4 million (US$44.5 million) in the first quarter of 2018. Our net loss decreased by 57.7% from RMB200.5 million in 2016 to RMB84.9 million (US$13.5 million) in 2017, and changed from a net loss of RMB35.5 million in the first quarter of 2017 to a net income of RMB14.6 million (US$2.3 million) in the first quarter of 2018. Our adjusted net loss, which is a non-GAAP measure, decreased significantly from RMB174.8 million in 2016 to

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RMB53.8 million (US$8.6 million) in 2017, and changed from an adjusted net loss of RMB27.8 million in the first quarter of 2017 to an adjusted net income of RMB23.5 million (US$3.8 million) in the first quarter of 2018. See "—Non-GAAP Financial Measure."

Key Factors Affecting Our Results of Operations

Consumer Finance Market

The consumer finance market in China has grown rapidly in recent years, as Chinese consumers have been more willing to incur debt to support their lifestyle. Consumption growth has been outpacing GDP growth since 2008. According to Oliver Wyman, the outstanding balance of the consumer finance market in China has been growing rapidly at a compound annual growth rate, or CAGR of 40.0% between 2015 and 2017, reaching RMB8.2 trillion (US$1.3 trillion) at the end of 2017, and is projected to further grow to RMB23.2 trillion (US$3.7 trillion) by the end of 2022, representing a CAGR of 23.2% between 2017 and 2022. We expect that continued growth in the consumer finance market will create favorable conditions for our company to continue to grow, provided that PRC government fiscal and economic policies remain broadly supportive of growth in debt-financed consumption. In addition, macroeconomic conditions affect consumers' willingness to incur debt more generally, though not necessarily in a straightforward way. For example, consumers may be willing to incur more debt when they are confident about their future, but they may also feel compelled to incur debt when they suffer a reduction or interruption in their income. Adverse economic conditions would likely cause defaults to increase.

Ability to Collaborate with Business Partners

The growth of our business will depend in part on our ability to expand into new verticals and increase penetration in existing verticals to increase the number of our business partners, in particular business partners with large user bases. We acquire substantially all of our users through our business partners, not only the users who borrow point-of-sale installment loans when buying goods or services from our business partners but also the users who borrow personal installment loans. Whether and how quickly we can add new business partners, whether in new verticals or in existing verticals, and especially business partners with large user bases, will have a significant impact on the rate of growth of our revenues.

Ability to Collaborate with Financial Partners

The growth of our business will depend on our ability to source sufficient funding for the loans that we facilitate on our platform. Jimu Box was the funding source for 99% of the outstanding loans facilitated through our platform as of December 31, 2016, but we succeeded in reducing this to 82% of the outstanding loans as of December 31, 2017 and 72% of the outstanding loans as of March 31, 2018, while at the same time significantly growing the total amount of loans we facilitated. We plan to continue to reduce our dependency on Jimu Group as a funding source by seeking other financial partners and exploring other funding product types. We are likely to need more capital as we acquire additional financial partners and expand our business in both domestic and international markets.

Ability to Manage Risk

We offer risk management solutions to our partners, including both anti-fraud and risk-based pricing capabilities. If we are unable to prevent fraud or price risk properly, our partners may choose not to continue to use our solutions and we may find it difficult to attract new partners. Furthermore, while our business model is to connect business and financial partners and enable them to provide financial services to end users, we do bear credit risk under some of our funding arrangements. If our

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risk management capabilities are not effective, we may suffer higher-than-expected losses. Therefore, we must continually improve our risk management and risk-based pricing capability.

Margin Contribution and Product Mix

Our gross margin for point-of-sale lending solutions has historically been low compared to the gross margin for our personal installment loans. The relatively low fees we charge for point-of-sale lending solutions are an inducement for business partners to share traffic with us. Our success in attracting users of point-of-sale installment loans to borrow personal installment loans or to engage in other transactions that we facilitate will play a significant role in our ability to achieve profitability. As our product mix shifts to include a higher proportion of personal installment loans, we expect our overall margin to trend higher. We also believe that our margin should trend higher as our solutions earn increasing acceptance among existing and potential business and financial partners. In addition, our success in further diversifying our product mix and generating revenues from wealth management and other products will further increase our growth potential. However, if we cannot manage our product mix to continue to attract new users through point-of-sale installment loans while simultaneously maintaining or improving our overall gross margins by cross-selling other services to our users, our overall margin and may not trend higher as expected and our ability to achieve profitability may be negatively affected.

Regulations

The PRC government is in the process of developing and implementing a regulatory framework to govern the online consumer finance market. We expect that the regulatory framework will remain unclear for some time to come. If the PRC governmental authorities adopt stringent regulations on financial service providers in this market, our business and financial partners may be unable or unwilling to adopt our solutions. If the authorities impose specific requirements (including licensing requirements) on us, it may be difficult or costly for us to comply. Regulations may be adopted in a way that favor competing business models or that disadvantage the online consumer finance industry as a whole in comparison to more traditional forms of offline lending.

Our Relationship with Jimu Group

We commenced our business in June 2015 as a business unit within our predecessor, Jimu Holdings Limited, which is Jimu Group's holding company. Pintec Technology Holdings Limited was incorporated in the Cayman Islands as a holding company for our business in March 2017. Pursuant to the Reorganization, all of the shares of Pintec Technology Holdings Limited were issued to the shareholders of Jimu Group's holding company such that Pintec Technology Holdings Limited has the same shareholders, in the same proportions and with the same rights, as Jimu Group's holding company does. Three of the directors on our board, namely, Jun Dong, Xiaomei Peng and Feng Hong, also sit on the board of Jimu Holdings Limited.

Previously, our business was carried out by various subsidiaries and variable interest entities of Jimu Group's holding company. These subsidiaries have been transferred to Pintec Technology Holdings Limited as part of the Reorganization, and our business is now carried out by our own subsidiaries and consolidated variable interest entities. Our consolidated financial statements included elsewhere in this prospectus include the assets, liabilities, revenues, expenses and cash flows that were directly attributable to us throughout the periods presented. See "—Critical Accounting Policies, Judgments and Estimates—Basis of Presentation, Combination and Consolidation."

In the past, the financing solutions business shared certain facilitation and servicing, sales and marketing, and general and administrative expenses with the peer-to-peer funding business of Jimu Group, as well as the services of a number of employees. In preparation for this offering, Jimu Group

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began to establish separate functions for the two businesses. We have been operating our financing solutions business separately from Jimu's peer-to-peer funding business since June 2015, and we have been operating our company substantially as a stand-alone company since September 2016. We no longer share any employees or administrative, accounting or legal functions with Jimu Group. The accompanying consolidated financial statements include both our direct expenses and allocations for various facilitation and servicing, sales and marketing, general and administrative expenses incurred by Jimu Group that are related to the financing solutions business. These allocations were made using a proportional cost allocation method. See "—Critical Accounting Policies, Judgments and Estimates—Reorganization."

We have entered into a series of agreements with Jimu Group with respect to the Reorganization and post-reorganization relationship between us and Jimu Group. For a description of the terms of these agreements, see the section with the heading "Our Relationship with Jimu Group" included elsewhere in this prospectus.

Funding Sources and Credit Risk

Our goal is to act as a pure financial solutions provider and to minimize the credit risk we take on the loan products that we facilitate. However, we do take some credit risk under our current business model depending on the funding source and funding arrangements that we use for each type of loan.

Personal and business installment loans. We facilitate personal and business installment loans by entering into financing service agreements with borrowers and financial partners. We provide online credit assessment and post-lending management services under these arrangements. In keeping with our goal to act as a pure financial solutions provider, we plan to amend our agreements with our lending solutions partners so that we no longer have contractual relationships with their borrowers.

In 2016, Jimu Box was the sole lending solutions partner to enter into these financing service agreements with us, and it provided peer-to-peer matching services to the borrowers. In 2017, other lending solutions partners also began to provide funds for the personal and business installment loans that we facilitate. We plan to continue to reduce our dependency on Jimu Group as a lending solutions partner and diversify our funding sources and funding product types.

Under most funding arrangements, the financial partner bears the credit risk for personal and business installment loans, and we do not bear credit risk ourselves. However, we fund some personal and business installment loans through trust structures where we retain some liability, and in some circumstances we provide credit enhancement through our subsidiaries for personal and business installment loans. In both of these latter cases, we do bear credit risk.

We are in the process of negotiating with some of our financial partners and certain independent guarantee companies on additional credit risk arrangements that we could offer to financial partners without taking on the credit risk, and we intend to enter into agreements to allow independent guarantee companies to provide credit enhancement services to the end users of our financial partners as soon as practicable.

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Point-of-sale installment loans. We facilitate the purchase of online products and services by providing point-of-sale lending solutions to our business partners. They integrate our lending solutions in the payment stage of a transaction, offering users installment payment options when they satisfy our pre-screening procedures and the criteria mutually agreed between us and our business partners. To meet the requirements of our business partners for quick settlement of purchases on their platforms, in most cases we finance the purchase by the end users initially ourselves, and the corresponding financing receivables are recorded our balance sheet.

In 2016, we funded the financing receivables that we generated from the provision of point-of-sale lending solutions entirely through Jimu Box. In 2017, we began to securitize a significant proportion of our financing receivables through public and private asset-backed securities. In 2018, we stopped using funds from Jimu Box to buy receivables held by Minheng, the entity which conducts our factoring business, due to regulatory concerns. Instead, we have expanded our use of public asset-backed securities and trust and other structured finance as compared to 2017, and we entered into a one-year unsecured general loan with an individual to bridge the gap as we develop more institutional funding arrangements. We have also entered into two shareholder loans to help us prepay this loan. See "Related Party Transactions—Shareholder Loans."

We bear credit risk in connection with most of the point-of-sale installment loans that we facilitate. Beginning in 2018, we have begun to negotiate settlement arrangements between our business partners and financial partners that do not result in the creation of financial receivables on our balance sheet. Therefore, we do not bear credit risk on some of the point-of-sale installment loans that we have facilitated in 2018.

Balance sheet. As discussed above, the financing receivables on our balance sheet are generated primarily from the following sources: (1) point-of-sale installment loans, other than those cases beginning in 2018 where we have negotiated new settlement arrangements as described above; and (2) personal and business installment loans where the funding comes from trust structures. As of March 31, 2018, we had short-term financing receivables, net, of RMB1,333.2 million (US$212.5 million) and long-term financing receivables, net, of RMB211.8 million (US$33.8 million).

Funding debts represent the proceeds from individual investors, the asset-backed securitized debts, the consolidated trusts or the unsecured general loan from an individual lender that we use to fund our financing receivables. We had short-term funding debts of RMB1,244.8 million (US$198.4 million), and long-term funding debts of RMB350.8 million (US$55.9 million), as of March 31, 2018.

We maintain an allowance for credit losses that is determined at a level believed to be reasonable to absorb probable losses inherent in the portfolio of the financing receivables as of each balance sheet date. The allowance is based on assessments which we perform both on an individual loan basis and on a collective basis. The expected loss rates are applied to the outstanding loan balances to determine the allowance for credit loss for each reporting period. We had an allowance for credit losses of RMB75.6 million (US$12.1 million) as of March 31, 2018.

We do not bear credit risk for loans that do not result in financing receivables on our balance sheet, and the financing receivables that are recorded on our balance sheet in connection with our financing activities remain on our balance sheet until they are paid in full or written off.

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The following two tables present information about our sources of funds as of December 31, 2017 and March 31, 2018, and how they are reflected on our balance sheet.

	On Balance Sheet				Off Balance Sheet

As of December 31, 2017	RMB		US$		RMB		US$
	(in thousands)
Point-of-sale Installment Loans
Public Asset-backed Securities		256,643		40,915		—		—
Online Consumer Finance Platform		918,694		146,461		67		11
Trusts and Other Structured Finance		110,665		17,643		—		—
Others		18,110		2,887		—		—
Personal Installment Loans
Online Consumer Finance Platform		—		—		3,494,412		557,091
Trusts and Other Structured Finance		421,177		67,146		—		—
Non-structured Direct Funding		—		—		228,683		36,458
Business Installment Loans
Online Consumer Finance Platform		—		—		329,088		52,464
TOTAL		1,725,289		275,052		4,052,250		646,024

	On Balance Sheet				Off Balance Sheet

As of March 31, 2018	RMB		US$		RMB		US$
	(in thousands)
Point-of-sale Installment Loans
Public Asset-backed Securities		263,394		41,991		—		—
Online Consumer Finance Platform		3,580		571		14		2
Trusts and Other Structured Finance		321,968		51,329		—		—
Unsecured General Loan and Others		495,455		78,987		—		—
Personal Installment Loans
Online Consumer Finance Platform		—		—		3,923,999		625,578
Trusts and Other Structured Finance		487,266		77,682		—		—
Non-structured Direct Funding		—		—		152,770		24,355
Business Installment Loans
Online Consumer Finance Platform		—		—		409,082		65,217
TOTAL		1,571,663		250,560		4,485,865		715,152

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Key Operating and Financial Metrics

	As of and for the Years Ended December 31,									As of and for the Three Months Ended March 31,

	2016			2017						2017			2018
	RMB			RMB			US$			RMB			RMB			US$
	(in thousands)
Total revenues		54,874			568,720			90,667			63,585			279,400			44,543
Total amount of loans facilitated during the period		4,755,243			15,184,487			2,420,764			2,315,732			3,763,683			600,020
Point-of-sale installment loans		3,261,905			6,574,406			1,048,115			1,238,640			1,126,205			179,544
Personal installment loans		1,376,254			8,040,437			1,281,835			1,002,237			2,366,473			377,271
Business installment loans		117,084			569,644			90,815			74,855			271,005			43,205
Outstanding balance		1,462,393			5,777,539			921,076			2,174,736			6,057,528			965,712
Point-of-sale installment loans		377,393			1,304,179			207,917			617,803			1,084,411			172,881
On-balance sheet		376,305			1,304,112			207,906			617,104			1,084,397			172,879
Off-balance sheet		1,088			67			11			699			14			2
Personal installment loans		997,862			4,144,272			660,694			1,421,519			4,564,034			727,614
On-balance sheet		—			421,177			67,146			—			487,266			77,682
Off-balance sheet		997,862			3,723,095			593,549			1,421,519			4,076,768			649,932
Business installment loans (off-balance sheet)		87,138			329,088			52,464			135,414			409,082			65,217
Net (loss)/income		(200,494	)		(84,860	)		(13,528	)		(35,534	)		14,605			2,329
Adjusted net (loss)/income ⁽¹⁾		(174,829	)		(53,842	)		(8,583	)		(27,826	)		23,524			3,750
Adjusted operating expenses ⁽¹⁾		(170,366	)		(218,898	)		(34,897	)		(48,353	)		(75,723	)		(12,072	)

(1): Adjusted net (loss)/income and adjusted operating expenses are non-GAAP financial measures. For more information regarding our use of these measures and a reconciliation of these measures to the most comparable GAAP measures, see "—Non-GAAP Financial Measures."

	As of and for the Years Ended December 31,				As of and for the Three Months Ended March 31,

	2016		2017		2017		2018
	(in thousands)
Cumulative registered users as of the end of the period		5,132		17,498		8,059		20,988
Unique borrowers for the period ⁽¹⁾		1,222		2,742		729		1,020
Unique borrowers of point-of-sale installment loans		1,121		2,193		616		797
Unique borrowers of personal and business installment loans		154		775		167		247
Number of loans facilitated during the period		6,132		13,622		2,461		2,173
Number of point-of-sale installment loans facilitated		5,927		11,711		2,195		1,868
Number of personal and business installment loans facilitated		205		1,911		266		305

(1): The number of unique borrowers for the period is less than the sum of the following two lines because a person who borrows both point-of-sale installment loans and personal installment loans during the same period only counts as one unique borrower for the period.

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Non-GAAP Financial Measure

Adjusted operating expenses represents total operating expenses before share-based compensation expense. Adjusted net loss represents net loss before share-based compensation expenses.

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

	For the Years Ended December 31,									For the Three Months Ended March 31,

	2016			2017						2017			2018
	RMB			RMB			US$			RMB			RMB			US$
	(in thousands)
Total operating expenses		(196,031	)		(249,916	)		(39,842	)		(56,061	)		(84,642	)		(13,493	)
Add: share-based compensation expenses		25,665			31,018			4,945			7,708			8,919			1,421
Adjusted operating expenses		(170,366	)		(218,898	)		(34,897	)		(48,353	)		(75,723	)		(12,072	)
Net (loss)/income		(200,494	)		(84,860	)		(13,528	)		(35,534	)		14,605			2,329
Add: share-based compensation expenses		25,665			31,018			4,945			7,708			8,919			1,421

Adjusted net (loss)/income		(174,829	)		(53,842	)		(8,583	)		(27,826	)		23,524			3,750

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Key Components of Results of Operations

Revenues

Our revenues are derived from technical service fees, installment fees and wealth management service fees. The following table sets forth the breakdown of our total revenues, both in absolute amount and as a percentage of our total revenues, for the years indicated:

	For the Years Ended December 31,										For the Three Months Ended March 31,

	2016				2017						2017				2018
	RMB		%		RMB		US$		%		RMB		%		RMB		US$		%
	(In thousands, except percentages)
Revenues:
Technical service fees		34,171		62.3		425,311		67,805		74.8		50,511		79.4		189,594		30,226		67.9
Installment service fees		16,394		29.9		139,862		22,297		24.6		12,242		19.3		88,118		14,048		31.5
Wealth management service fees		4,309		7.8		3,547		565		0.6		832		1.3		1,688		269		0.6

Total revenues		54,874		100.0		568,720		90,667		100.0		63,585		100.0		279,400		44,543		100.0

We generate technical service fee revenue by providing credit assessment services and post-lending management services, such as cash processing services and collection services, for personal and business installment loans. We also receive fees contingent on future events, such as penalty fees for loan prepayment and late payments as well as fees for collection services for late payments.

We generate installment service fee revenue through the point-of-sale installment loan services and personal and business installment loan services that we provide on our business partners' platforms. Installment service fees are recognized on a gross basis, with the interest collected from the borrower recognized as revenue and the corresponding funding cost recognized as cost of revenues. We pay the full amount of the order that a qualified customer makes on the partner's platform and collect the original order amount plus the installment service fee in installments from the customer. Installment service fee revenue is recognized ratably by applying the effective interest rate. We also receive fees contingent on future events, such as penalty fees for late payment. Contingent fee revenue is recognized when the event occurs and the payment is made by the customer.

Wealth management service fees primarily consist of commission fees charged to third-party asset management companies for participating in our online wealth management platform. We earn transaction service commissions from the asset management companies based on a fixed percentage of subscription fees, redemption fees, conversion fees, sales service fees and customer maintenance fees charged to users by the asset management companies through our Hongdian platform.

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Cost of Revenues

The following table sets forth our cost of revenues, both in absolute amount and as a percentage of total revenues, for the years indicated:

	For the Years Ended December 31,															For the Three Months Ended March 31,

	2016						2017									2017						2018
	RMB			%			RMB			US$			%			RMB			%			RMB			US$			%
	(In thousands, except percentages)
Cost of revenues:
Funding cost (including RMB1,120 thousand, RMB1,235 thousand, RMB185 thousand and RMB1,009 thousand to a related party, respectively)		(16,643	)		(30.3	)		(78,831	)		(12,567	)		(13.9	)		(9,079	)		(14.3	)		(51,433	)		(8,200	)		(18.4	)
Provision for credit loss		(16,124	)		(29.4	)		(115,920	)		(18,480	)		(20.4	)		(7,011	)		(11.0	)		(37,119	)		(5,918	)		(13.3	)
Origination and servicing cost (including RMB2,732 thousand, RMB2,720 thousand, RMB390 thousand and RMB152 thousand to a related party, respectively)		(27,087	)		(49.4	)		(177,662	)		(28,324	)		(31.2	)		(26,905	)		(42.3	)		(82,223	)		(13,108	)		(29.4	)

Cost of revenues		(59,854	)		(109.1	)		(372,413	)		(59,371	)		(65.5	)		(42,995	)		(67.6	)		(170,775	)		(27,226	)		(61.1	)

Cost of revenues mainly consists of interest we pay on funding debt, provisions that we make for credit loss, costs that are paid to our data partners for data used in credit assessments, user acquisition costs relating to revenue from lending solutions, and other costs such as salaries and benefits of employees engaged in operating key systems and providing collection services, bandwidth costs, server custody costs, customer service support costs and fees paid to third-party payment channels.

We incur funding debt when a user makes a purchase from one of our business partners using a point-of-sale installment loan financed by our factoring business. See "—Funding Sources and Credit Risk." We acquired Minheng, the entity which conducts our factoring business, on June 30, 2016.

Gross Profit

The following table sets forth our gross loss and profit, both in absolute amount and as a percentage of our total revenues, for the years indicated.

	For the Years Ended December 31,															For the Three Months Ended March 31,

	2016						2017									2017						2018
	RMB			%			RMB			US$			%			RMB			%			RMB			US$			%
	(In thousands, except percentages)
Total revenues		54,874			100.0			568,720			90,667			100.0			63,585			100.0			279,400			44,543			100.0
Cost of revenues		(59,854	)		(109.1	)		(372,413	)		(59,371	)		(65.5	)		(42,995	)		(67.6	)		(170,775	)		(27,226	)		(61.1	)
Gross (loss)/profit		(4,980	)		(9.1	)		196,307			31,296			34.5			20,590			32.4			108,625			17,317			38.9

We have different types of solutions that have different profit margins. In particular, our point-of-sale installment loan solutions are relatively low-margin, and our personal and business installment loan solutions are relatively high-margin. The weighted average APR of our point-of-sale installment loan solutions and personal installment loan solutions were 10.5% and 24.6%, respectively, with regards to loans we facilitated in 2017, and 11.9% and 27.1%, respectively, with regards to loans we facilitated in the first quarter of 2018. We do not manage our business with the intent of maximizing each of these margins separately, since different solutions serve different purposes within our overall business strategy. We tolerate a relatively low margin on our point-of-sale installment loan solutions because they are especially useful in acquiring new business partners: they have a particularly obvious value proposition, in that they help our business partners increase their own sales. High-quality

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business partners bring high-quality end users, which in turn makes our lending solutions more valuable to our financial partners.

That being said, we do aim for a positive gross margin on each of our solutions. On a partner-by-partner basis, our gross margin tends to rise as our relationship with a business partner develops. This is both because the proportion of higher-margin personal and business installment loan solutions grows as our relationship with a partner matures and because a partner who comes to recognize the mutually beneficial nature of our relationship is more likely to negotiate mutually beneficial terms. More favorable terms with our business partners and end users has been one of the significant reasons for the improvement in our gross margin since 2016.

Operating Expenses

The following table sets forth our operating expenses, both in absolute amount and as a percentage of total revenues, for the years indicated:

	For the Years Ended December 31,															For the Three Months Ended March 31,

	2016						2017									2017						2018
	RMB			%			RMB			US$			%			RMB			%			RMB			US$			%
	(In thousands, except percentages)
Operating expenses:
Sales and marketing expenses (including RMB35,444 thousand, RMB18,215 thousand, RMB7,165 thousand and RMB1,639 thousand to a related party, respectively)		(72,010	)		(131.2	)		(72,076	)		(11,491	)		(12.7	)		(14,463	)		(22.7	)		(22,042	)		(3,514	)		(7.9	)
General and administrative expenses (including RMB60,623 thousand, RMB45,533 thousand, RMB12,067 thousand and RMB7,969 thousand to a related party, respectively)		(72,849	)		(132.8	)		(106,323	)		(16,950	)		(18.6	)		(25,045	)		(39.5	)		(43,886	)		(6,996	)		(15.7	)
Research and development expenses (including RMB40,975 thousand, RMB35,795 thousand, RMB14,639 thousand and RMB3,803 thousand to a related party, respectively)		(51,172	)		(93.2	)		(71,517	)		(11,401	)		(12.6	)		(16,553	)		(26.0	)		(18,714	)		(2,983	)		(6.7	)

Total operating expenses		(196,031	)		(357.2	)		(249,916	)		(39,842	)		(43.9	)		(56,061	)		(88.2	)		(84,642	)		(13,493	)		(30.3	)

Sales and marketing expenses

Our sales and marketing expenses consist primarily of salaries and benefits (including share-based compensation) for employees involved in sales and marketing functions and advertising and marketing promotion fees. Advertising and marketing promotion fees represent amounts we pay for leads and traffic acquisition. We expense all sales and marketing costs as incurred. Our sales and marketing expenses exceeded our total revenues in 2016 as we were growing our business, and decreased both in absolute amount and as a percentage of our total revenues in 2017 as we adjusted our marketing strategy away from offline marketing activities. We have increased our spending on marketing and promotion activities again in recent quarters in response to heightened competition in our industry. While we expect that our sales and marketing expenses will increase in absolute terms as we engage in more marketing and sales activities, we also expect that they will decrease as a percentage of our total revenues.

Research and development expenses

Our research and development expenses consist primarily of salaries and benefits (including share-based compensation) for employees involved in research and development functions. We expense all research and development costs as incurred. While we expect that our research and development expenses will increase in absolute terms as we continue to develop new technology and services, we also expect that they will decrease as a percentage of our total revenues.

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General and administrative expenses

Our general and administrative expenses consist primarily of salaries and benefits (including share-based compensation) and related expenses for employees involved in general corporate functions, including finance, legal and human resources. We also incurred bad debt expenses in 2016 and 2017 in connection with impairment of receivable for technical service fees, which are classified under general and administrative expenses. Other general and administrative expenses include rental expenses and professional fees. Our general and administrative expenses exceeded our total revenues in 2016 as we were building management and administrative capacity to grow our business. Our general and administrative expenses further increased in 2017 as bad debt expenses grew with the increase in our technical service fees and because we incurred professional services fees in connection with the preparation of our initial public offering. We expect that our general and administrative expenses will increase in absolute terms as we hire additional personnel and incur costs related to the anticipated growth of our business and our operation as a public company.

Taxation

Cayman Islands

We are not subject to income or capital gains tax under the current laws of the Cayman Islands. There are no other taxes likely to be material to us levied by the government of the Cayman Islands.

British Virgin Islands

Our subsidiaries incorporated in the British Virgin Islands are not subject to income or capital gains tax under the current laws of the British Virgin Islands. The British Virgin Islands do not impose a withholding tax on dividends.

Hong Kong

Our subsidiaries incorporated in Hong Kong are subject to Hong Kong profit tax at a rate of 16.5%. Hong Kong does not impose a withholding tax on dividends.

China

Our PRC subsidiaries and our variable interest entities, which are considered PRC resident enterprises under PRC tax law, are subject to enterprise income tax on their worldwide taxable income as determined under PRC tax laws and accounting standards at a rate of 25%. In addition, our variable interest entities are subject to value added taxes, or VAT, on the services they provide at the rate of 6% or 3%, depending on whether the entity is a general taxpayer or small-scale taxpayer, plus related surcharges, less any deductible VAT they have already paid or borne.

Dividends paid by our wholly foreign-owned subsidiaries in China to our intermediary holding companies in Hong Kong will be subject to a withholding tax rate of 10%, unless they qualify for a special exemption. If our intermediary holding companies in Hong Kong satisfy all the requirements under the Arrangement between Mainland China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and Tax Evasion on Income and receive approval from the relevant tax authority, then dividends paid to them by our wholly foreign-owned subsidiaries in China will be subject to a withholding tax rate of 5% instead. See "Risk Factors—Risks Relating to Doing Business in China—We may not be able to obtain certain tax benefits for dividends paid by our PRC subsidiaries to us through our Hong Kong subsidiaries."

If our holding company in the Cayman Islands or any of our subsidiaries outside of China were deemed to be a "resident enterprise" under the Enterprise Income Tax Law, it would be subject to enterprise income tax on its worldwide income at a rate of 25%. See "Risk Factors—Risks Relating to

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Doing Business in China—If we are classified as a PRC resident enterprise for PRC income tax purposes, such classification could result in unfavorable tax consequences to us and our non-PRC shareholders or ADS holders."

Critical Accounting Policies, Judgments and 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 periodically, could materially impact the consolidated financial statements.

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 experiences and various other assumptions that we believe to be reasonable under the circumstances. Since the use of estimates is an integral component of the financial reporting process, actual results could differ from our expectations as a result of changes in our estimates. Some of our accounting policies require a higher degree of judgment than others in their application and require us to make significant accounting estimates.

The following descriptions of critical accounting policies, judgments and estimates should be read in conjunction with our consolidated financial statements and other disclosures included in this prospectus. When reviewing our financial statements, you should consider (i) our selection of critical accounting policies, (ii) the judgments and other uncertainties affecting the application of such policies and (iii) the sensitivity of reported results to changes in conditions and assumptions.

Basis of Presentation, Combination and Consolidation

The accompanying consolidated financial statements have been prepared in conformity with U.S. GAAP. These accounting principles require us to make certain estimates and assumptions that affect the amounts in the accompanying financial statements. Actual results may differ from those estimates.

The consolidated financial statements include the financial statements of Pintec Technology Holdings Limited and its wholly-owned subsidiaries and consolidated variable interest entities. A variable interest entity is an entity in which Pintec Technology Holdings Limited, or its subsidiaries, through contractual arrangements, bears the risks of, and enjoys the rewards normally associated with, ownership of the entity, and therefore Pintec Technology Holdings Limited or its subsidiaries are the primary beneficiary of the entity. All transactions and balances among Pintec Technology Holdings Limited, its subsidiaries, the variable interest entities and the variable interest entities' subsidiaries have been eliminated upon consolidation.

Our ability to fund our operations is based on our ability to generate cash, our ability to attract investors and our ability to borrow funds on reasonable economic terms. Our business has relied principally on Jimu Group's financing from investors to fund its operations and business development. After the Reorganization, our ability to continue as a going concern is expected to be dependent on our management's ability to successfully execute our business plan, which includes increasing revenues while controlling operating expenses, as well as generating operational cash flows and continuing to obtain external financing from institutional investors to generate positive financing cash flows. We have been continuously receiving financing support from outside investors. Therefore, based on cash flow projections from operating and financing activities and the current balances of cash and cash equivalents, we are of the opinion that we will be able to meet our payment obligations for the next twelve months from the date of issuance of the consolidated financial statements. In addition, we can adjust the pace of our operation expansion and control the operating expenditures. Based on the above

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considerations, our consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and liquidation of liabilities in the normal course of business.

The following financial statement amounts and balances of the variable interest entities and their subsidiaries taken as a whole were included in the accompanying consolidated financial statements:

	As of December 31,						As of March 31,

	2016		2017				2018
	RMB		RMB		US$		RMB		US$
	(in thousands)
Total assets		561,971		2,399,497		382,536		2,732,267		435,588
Total liabilities		571,176		2,438,243		388,713		2,721,080		433,804

	For the years ended December 31,									For the three months ended March 31,

	2016			2017						2017			2018
	RMB			RMB			US$			RMB			RMB			US$
	(in thousands)
Total revenues		54,874			661,417			105,445			64,005			300,609			47,924
Net (loss)/income		(200,494	)		(31,343	)		(4,997	)		(18,485	)		(66	)		(11	)

	For the years ended December 31,									For the three months ended March 31,

	2016			2017						2017			2018
	RMB			RMB			US$			RMB			RMB			US$
	(in thousands)
Net cash (used in)/provided by operating activities		(123,066	)		83,080			13,245			53,925			25,655			4,090
Net cash (used in)/provided by investing activities		(108,178	)		(1,444,358	)		(230,265	)		(247,461	)		103,507			16,501
Net cash provided by/(used in) financing activities		256,700			1,498,175			238,844			240,960			(102,486	)		(16,339	)

Net increase in cash, cash equivalents and restricted time deposits		25,456			136,897			21,825			47,424			26,676			4,253
Cash, cash equivalents and restricted time deposits at beginning of the period		1,836			27,292			4,351			27,292			164,189			26,176

Including:
Cash and cash equivalents at beginning of the period		1,836			27,292			4,351			27,292			159,189			25,379
Restricted time deposits at beginning of the period		—			—			—			—			5,000			797

Cash, cash equivalents and restricted time deposits at end of the period		27,292			164,189			26,176			74,716			190,865			30,428



Including:
Cash and cash equivalents at end of the period		27,292			159,189			25,379			74,716			185,865			29,631
Restricted time deposits at end of the period		—			5,000			797			—			5,000			797

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Reorganization

The Reorganization consists of transfers among entities that have the same shareholders, in the same proportions and with the same rights and thus is accounted for in a manner similar to a control transaction because it is determined that the transfers lack economic substance from the shareholders' perspective.

As a result of the Reorganization, our financing solutions business was transferred to Pintec Technology Holdings Limited and its wholly-owned subsidiaries and consolidated variable interest entities, and the accompanying consolidated financial statements have been prepared as if our current corporate structure has been in existence throughout the periods presented. Our consolidated financial statements include those assets and liabilities and the related results of operation and cash flows directly attributable to our financing solutions business only. However, this presentation may not necessarily reflect the results of operations, financial position and cash flows that would have occurred if our corporate group had actually existed on a stand-alone basis during the periods presented. Transactions between our corporate group and Jimu Group are herein referred to as related party transactions.

The accompanying consolidated financial statements include allocations of the cost of revenues, sales and marketing expenses, research and development expenses, and general and administrative expenses incurred by Jimu Group that were related to our financing solutions business. These allocated expenses are primarily related to office rental expenses, office utilities, information technology support and certain corporate functions, including senior management, finance, legal and human resources, as well as share-based compensation expenses. Generally, the cost of shared employees was allocated to us based on our headcount as a proportion of total headcount in Jimu Group, share-based compensation was allocated to us based on the compensation attributable to employees of our financing solutions business, the cost of shared technology services were allocated based on our usage of servers as a proportion of total servers of Jimu Group, and shared corporate marketing expenses and bandwidth and server hosting costs were allocated based on our revenues as a proportion of the total revenue of Jimu Group.

In anticipation of this offering, we entered into a non-competition agreement with Jimu Group under which we have agreed not to compete with each other's core business. See "Corporate History and Structure—Our Relationship with Jimu Group—Non-competition Agreement."

Revenue recognition

Revenue is recognized when each of the following criteria are met: (1) persuasive evidence of an arrangement exists; (2) services have been rendered; (3) pricing is fixed or determinable; and (4) collectability is reasonably assured.

Technical service fees. For these transactions, we earn technical service fees by providing online credit assessment services and post-lending management services, such as cash processing services and collection services. Online credit assessment services are provided to potential borrowers to facilitate their matching with the investors on the financial partners' platforms or commercial banks and other financial institutions.

We have determined that the arrangement to provide technical service to borrowers contains the following multiple elements: online credit assessment services and post-lending management services. We have determined that the borrowers and commercial banks and other financial institutions are our customers. We allocate the technical service fees among the deliverables at the inception of the arrangement on the basis of their relative selling prices according to the selling price hierarchy established by ASC 605-25-30. The hierarchy requires us to first use vendor-specific objective evidence of selling price, if it exists. If vendor-specific objective evidence of selling price does not exist, we are

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then required to use third-party evidence of selling price. If neither vendor-specific objective evidence of selling price nor third-party evidence of selling price exists, we use management's best estimate of selling price for the deliverables. We use management's best estimate of selling price for the deliverables of the technical service fees.

We can only charge the technical service fees to the borrowers upon the successful matching of the loans by a financial partner. The non-contingent portion of the selling price is collected upfront upon the loan matching, and the contingent portion of the selling price is collected over the term of the loans when the monthly repayment occurs. As the borrower are able to prepay the loan amounts before maturity date for a prepayment fee, the aggregate amount of the contingent portion of the fee that can ultimately collected by us for online credit assessment service and post-lending management service earned from a loan transaction is depend upon the actual term over which the borrowers made their loan repayments. In accordance with ASC 605-25-30-5, the amount allocated by us to the delivered credit assessment service is limited to that amount that is not contingent upon the delivery of additional units or meeting other specified performance conditions. The non-contingent portion of the credit assessment service fees are recognized revenue upon cash collection and execution of loan agreements between financial partners and borrowers. In situations where the upfront cash collected is less than the relative selling price of the credit assessment service, the revenue recognized is limited to the cash received upfront, the remaining contingent portion of the credit assessment fees together with the fees allocated to post-lending management services, are recognized each month when the service is provided over the period of the loan as the monthly repayment occurs.

Prepayment fee charged by us is recognized when the prepayment occurs and the payments are made by the borrowers.

We also charge fees for collection services related to defaulted payments. These fees are recognized when the contingent events occur and the payments are made by the borrowers as that is the point in time collectability is reasonably assured.

Installment service fees. We generate installment service fee revenue through the point-of-sale installment payment services that we provide to the users of the business partners' platforms or the provision of personal and business installment loans to borrowers through trusts arrangements. Installment service fee revenue is recognized over the terms of financing receivables using the effective interest rate method. Installment service fee revenue is not recorded when reasonable doubt exists as to the full, timely collection of installment service fee or principal. We also receive miscellaneous fees, such as penalty fees for late payment. These fees, which are contingent fees, are recognized when the event occurs and the payment is made by the customer as that is the point in time collectability is reasonably assured.

Wealth management service fees. The wealth management service fee primarily consists of commission fees charged to third-party asset management companies for participating in our online wealth management platform. We are not the primary obligor, as we do not have the ability to establish the price or control the related content of the investment or insurance products offered on the online wealth management platforms. Such commissions are generally determined as a percentage based on the fees charged to customers by the asset management companies, through the online wealth management platform. Transaction service commissions are recognized on a net basis when the services are rendered, which occurs when the underlying transaction is executed.

Provision for credit losses

The allowance for loan losses is determined at a level believed to be reasonable to absorb probable losses inherent in the portfolio of our financing receivables as of each balance sheet date. The allowance is provided based on our assessments performed both on an individual-loan basis and collective basis. For individual loans that are past due for 90 days or where there is an observable

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indicator of impairment, a specific allowance is provided. All other loans not already included in the individual assessment are assessed collectively depending on factors such as delinquency rate, size, and other risk characteristics of the portfolio. We estimate the expected credit losses rate based on delinquency status of the financing receivables within the level: current, 1 to 30, 31 to 60, 61 to 90 calendar dates past due. These loss rates in each delinquency status are based on average historical loss rates of financing receivables associated with each of the abovementioned delinquency categories. In addition, we consider other relevant general economic conditions, if any, when determining the provision for credit losses. The expected loss rates will be applied to the outstanding loan balances to determine the allowance for credit loss for each reporting period. We evaluate and adjust its allowance for loan losses on a quarterly basis or more often as necessary.

We write off the financing receivables against the related allowance when management determines that full repayment of a loan is not probable. Generally, write-off occurs after the 90th day of delinquency. The primary factor in making such determination is the assessment of potential recoverable amounts from the delinquent debtor.

Share-based compensation expenses

All share based awards granted to employees, including restricted ordinary shares and share options, are measured at fair value on grant date. Share-based compensation expense is recognized using the straight line method, net of estimated forfeitures, over the requisite service period, which is the vesting period. Forfeitures are estimated at the time of grant and revised in subsequent periods if actual forfeitures differ from those estimates. We use historical data to estimate pre-vesting option and record share-based compensation expenses only for those awards that are expected to vest. We recognized share-based compensation expenses of RMB25.7 million and RMB31.0 million (US$4.9 million) in the years ended December 31, 2016 and 2017, respectively. The share-based compensation expenses recognized associated with the service-based share options to employees of the Jimu Group and allocated to us were RMB13.0 million and RMB20.9 million (US$3.3 million) in 2016 and 2017, respectively.

Share-based compensation expenses for periods prior to the Reorganization relate to the share options or restricted shares granted by Jimu Group to its employees who were involved with our financing solutions business. Prior to the Reorganization, all the options and restricted ordinary shares were granted by Jimu Group with its own underlying shares. In connection with the Reorganization and to mirror the number and vesting terms of the options originally granted by Jimu Group, we issued certain options to purchase the underlying ordinary shares of our company under our own share incentive plan in December 2017. These options were not treated as newly granted for accounting purposes. All the options that we have granted since December 2017 were granted with our own underlying ordinary shares. As of the date of this prospectus, options to purchase 41,906,568 shares have been granted, excluding awards that were forfeited or canceled after they were granted. We use the binomial option pricing model to estimate the fair value of the share options. The determination of estimated fair value of share-based payment awards on the grant date using an option pricing model is affected by the fair value of Jimu Group's ordinary shares as well as assumptions regarding a number of complex and subjective variables. These variables include the expected value volatility of Jimu Group over the expected term of the awards, actual and projected employee share option exercise behavior, the risk-free interest rate and any expected dividends. Shares of Jimu Group, which do not have quoted market prices, were valued based on the income approach. Determination of the estimated fair value of Jimu Group requires complex and subjective judgments due to its limited financial and operating history, unique business risks and limited public information on companies in China similar to Jimu Group.

In 2014, our predecessor, Jimu Holdings Limited, formerly known as Pintec Holdings Limited, adopted an incentive share plan, which we refer to as the 2014 Share Plan. The 2014 Share Plan

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provides for the grant of share options and other equity based awards to eligible employees of Jimu Group and its subsidiaries and variable interest entity. Jimu Group granted multiple tranches of share options with tiered vesting commencement dates to employees. Options granted were subject to a service condition of four years. The service condition stipulates that one-fourth of the awards vest on the first anniversary date of the specified vesting commencement date and that the remaining awards vest in equal installments on a quarterly basis in the remaining vesting period. Options granted typically expire ten years from the vesting commencement date stated in the grant letters.

A summary of granting, vesting and forfeiting of the service-based options for the years ended December 31, 2016 and 2017, is presented below:



Outstanding as of January 1, 2016	11,612,548		0.82	9.00	2,274
Granted	4,627,563		1.00
Exercised	—		—
Forfeited	(353,069	)	1.00

Outstanding as of December 31, 2016	15,887,042		0.87	8.63	26,538



Outstanding as of January 1, 2017	15,887,042		0.87	8.63	26,538
Granted	520,000		1.00
Exercised	—		—
Forfeited	(204,150	)	1.00

Outstanding as of December 31, 2017	16,202,892		0.87	7.75	27,998



Vested and expected to vest as of December 31, 2016	15,887,042		0.87	8.63	26,538
Exercisable as of December 31, 2016	5,627,542		0.74	8.63	2,755
Vested and expected to vest as of December 31, 2017	16,202,892		0.87	7.75	27,998
Exercisable as of December 31, 2017	9,219,980		0.79	7.75	8,824

An aggregate of 520,000 options were granted during the year ended December 31, 2017, with a weighted average grant date fair value of US$1.88 per share. No grantee has exercised options as of the date of this prospectus.

As of December 31, 2017, there were RMB49.9 million (US$7.7 million) of unrecognized share-based compensation expenses related to the share options granted. The expenses are expected to be recognized over a weighted-average period of 1.49 years.

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The estimated fair value of each option grant is estimated on the date of grant using the binominal option-pricing model with the following assumptions:

		2016 and 2017

Expected volatility		34.6% ~ 40.2%
Risk-free interest rate (per annum)		2.02% ~ 3.02%
Exercise multiples		2.2 ~ 2.8
Expected dividend yield		0%
Expected term (in years)		10
Fair value of the underlying shares on the date of option grants (in U.S. dollars)		0.45 ~ 2.70

The use of a valuation model requires us to make certain assumptions with respect to selected model inputs. The expected volatility is calculated based on the annualized standard deviation of the daily return embedded in historical share prices of comparable companies. The risk free interest rate is estimated based on the yield to maturity of Chinese treasury bonds based on the expected term of the incentive shares. We have not declared or paid any cash dividends on our capital stock, and we do not anticipate making any dividend payments on our ordinary shares in the foreseeable future. The estimated forfeiture rate is determined based on the fact that vested incentive shares would only be forfeited in the event of misconduct by the holders of the incentive shares.

In connection with the issuance by Jimu Group's holding company of Series A Preferred Shares on March 5, 2014, all of the 72,000,000 ordinary shares then held by the founders of Jimu Group became restricted. Of these 72,000,000 ordinary shares, 60% vested at the time of the issuance of the Series A Preferred Shares and the remaining 40% vest monthly in equal installments over the following sixty months. As of December 31, 2017, an aggregate of 4,096,458 of these shares remained unvested. The restriction on these shares is deemed as a compensatory arrangement for services to be provided by the founders, and therefore the grant of these shares is accounted for as a share-based compensation arrangement.

Internal Control Over Financial Reporting

Prior to this offering, we have been a private company with limited accounting personnel and other resources with which to address our internal control and procedures over financial reporting. In the course of auditing our consolidated financial statements for the year ended December 31, 2017, we and our independent registered public accounting firm identified one material weakness in our internal control over financial reporting as of December 31, 2017. As defined in the standards established by the U.S. Public Company Accounting Oversight Board, a "material weakness" is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our company's annual or interim financial statements will not be prevented or detected on a timely basis.

The material weakness that has been identified relates to our lack of sufficient financial reporting and accounting personnel with appropriate knowledge of U.S. GAAP and SEC reporting requirements to properly address complex U.S. GAAP technical accounting issues and prepare and review financial statements and related disclosures in accordance with U.S. GAAP and reporting requirements set forth by the SEC. 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 in our internal control over financial reporting. We and they are required to do so only after we become a public 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.

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We are in the process of implementing a number of measures to address the material weakness that has been identified, including: (i) recruiting additional qualified accounting and reporting personnel with extensive U.S. GAAP accounting and SEC reporting experience to improve financial reporting, (ii) establishing an ongoing training program to provide sufficient and appropriate training to our accounting staff regarding U.S. GAAP and SEC rules and regulations; and (iii) enhancing our accounting manuals to provide our accounting and reporting personnel with more comprehensive guidelines on the policies and controls over financial reporting under U.S. GAAP and SEC reporting requirements, including accounting of non-recurring and complex transactions.

However, we cannot assure you that we will complete implementation of these measures in a timely manner. See "Risk Factors—Risks Relating to Our Business and Industry—If we fail to maintain an effective system of internal control over financial reporting, we may be unable to accurately report our financial results or prevent fraud."

As a company with less than US$1.07 billion in revenue for our last fiscal year, we qualify as an "emerging growth company" pursuant to the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to public companies. These provisions include exemption from the auditor attestation requirement under Section 404 of the Sarbanes-Oxley Act of 2002, in the assessment of the emerging growth company's internal control over financial reporting.

Results of Operations

The following table sets forth a summary of our consolidated results of operations for the period indicated, both in absolute amounts and as percentages of our total revenues. This information should be read together with our consolidated financial statements and related notes included elsewhere in this

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prospectus. The operating results in any period are not necessarily indicative of the results that may be expected for any future period.

	For the Years Ended December 31,															For the Three Months Ended March 31,

	2016						2017									2017						2018
	RMB			%			RMB			US$			%			RMB			%			RMB			US$			%
	(In thousands, except percentages)
Summary Consolidated Statements of Comprehensive (Loss)/Income Data:
Revenues:
Technical service fees		34,171			62.3			425,311			67,805			74.8			50,511			79.4			189,594			30,226			67.9
Installment service fees		16,394			29.9			139,862			22,297			24.6			12,242			19.3			88,118			14,048			31.5
Wealth management service fees		4,309			7.8			3,547			565			0.6			832			1.3			1,688			269			0.6

Total revenues		54,874			100.0			568,720			90,667			100.0			63,585			100.0			279,400			44,543			100.0
Cost of revenues: ⁽¹⁾
Funding cost (including RMB1,120 thousand, RMB1,235 thousand, RMB185 thousand and RMB1,009 thousand to a related party, respectively)		(16,643	)		(30.3	)		(78,831	)		(12,567	)		(13.9	)		(9,079	)		(14.3	)		(51,433	)		(8,200	)		(18.4	)
Provision for credit loss		(16,124	)		(29.4	)		(115,920	)		(18,480	)		(20.4	)		(7,011	)		(11.0	)		(37,119	)		(5,918	)		(13.3	)
Origination and servicing cost (including RMB2,732 thousand, RMB2,720 thousand, RMB390 thousand and RMB152 thousand to a related party, respectively)		(27,087	)		(49.4	)		(177,662	)		(28,324	)		(31.2	)		(26,905	)		(42.3	)		(82,223	)		(13,108	)		(29.4	)

Cost of revenues		(59,854	)		(109.1	)		(372,413	)		(59,371	)		(65.5	)		(42,995	)		(67.6	)		(170,775	)		(27,226	)		(61.1	)

Gross (loss)/profit		(4,980	)		(9.1	)		196,307			31,296			34.5			20,590			32.4			108,625			17,317			38.9
Operating expenses: ⁽¹⁾
Sales and marketing expenses (including RMB35,444 thousand, RMB18,215 thousand, RMB7,165 thousand and RMB1,639 thousand to a related party, respectively)		(72,010	)		(131.2	)		(72,076	)		(11,491	)		(12.7	)		(14,463	)		(22.7	)		(22,042	)		(3,514	)		(7.9	)
General and administrative expenses (including RMB60,623 thousand, RMB45,533 thousand, RMB12,067 thousand and RMB7,969 thousand to a related party, respectively)		(72,849	)		(132.8	)		(106,323	)		(16,950	)		(18.6	)		(25,045	)		(39.5	)		(43,886	)		(6,996	)		(15.7	)
Research and development expenses (including RMB40,975 thousand, RMB35,795 thousand, RMB14,639 thousand and RMB3,803 thousand to a related party, respectively)		(51,172	)		(93.2	)		(71,517	)		(11,401	)		(12.6	)		(16,553	)		(26.0	)		(18,714	)		(2,983	)		(6.7	)

Total operating expenses		(196,031	)		(357.2	)		(249,916	)		(39,842	)		(43.9	)		(56,061	)		(88.2	)		(84,642	)		(13,493	)		(30.3	)

Operating (loss)/profit		(201,011	)		(366.3	)		(53,609	)		(8,546	)		(9.4	)		(35,471	)		(55.8	)		23,983			3,824			8.6
Change in fair value of convertible loans		—			—			(7,042	)		(1,123	)		(1.2	)		—			—			(663	)		(106	)		(0.2	)
Share of loss from equity method investments		—			—			(2,455	)		(391	)		(0.4	)		—			—			(221	)		(35	)		(0.1	)
Impairment from long term investments		—			—			(2,000	)		(319	)		(0.4	)		—			—			—			—			—
Other income/(loss), net		684			1.2			(1,238	)		(197	)		(0.2	)		(63	)		(0.1	)		3,206			511			1.1

(Loss)/income before income tax expense		(200,327	)		(365.1	)		(66,344	)		(10,576	)		(11.6	)		(35,534	)		(55.9	)		26,305			4,194			9.4
Income tax expense		(167	)		(0.3	)		(18,516	)		(2,952	)		(3.3	)		—			—			(11,700	)		(1,865	)		(4.2	)

Net (loss)/income		(200,494	)		(365.4	)		(84,860	)		(13,528	)		(14.9	)		(35,534	)		(55.9	)		14,605			2,329			5.2
Other comprehensive income		—			—			841			134			0.1			—			—			4,475			713			1.6

Total comprehensive (loss)/income		(200,494	)		(365.4	)		(84,019	)		(13,394	)		(14.8	)		(35,534	)		(55.9	)		19,080			3,042			6.8

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Three months ended March 31, 2018 compared to three month ended March 31, 2017

Revenues

Our total revenue increased from RMB63.6 million in the first quarter of 2017 to RMB279.4 million (US$44.5 million) in the first quarter of 2018. This increase was driven primarily by the significant increases in our technical service fees and installment services fees.

Technical service fees. Technical service fees increased from RMB50.5 million in the first quarter of 2017 to RMB189.6 million (US$30.2 million) in the first quarter of 2018, primarily due to the significant increases in both online credit assessment services fees and monthly service fees. The increases in these fees are attributable to the growth in the total amount facilitated and the outstanding balances of loans, in particular personal installment loans, as a result of the significant growth in our businesses. The total amount of personal installment loans we facilitated increased from RMB1.0 billion in the first quarter of 2017 to RMB2.4 billion (US$0.4 billion) in the first quarter of 2018, while the outstanding balance of personal installment loans increased from RMB1.4 billion as of March 31, 2017 to RMB4.6 billion (US$0.7 billion) as of March 31, 2018.

Installment service fees. Installment service fees increased from RMB12.2 million in the three months ended in 2017 to RMB88.1 million (US$14.0 million) in the first quarter of 2018, primarily due to a significant increase in the outstanding balance of point-of-sale installment loans. The total volume of point-of-sale installment loans we facilitated decreased from RMB1.2 billion in the first quarter of 2017 to RMB1.1 billion (US$0.2 billion) in the first quarter of 2018, as we readjusted our product structure in response to regulatory and industry changes. The outstanding balance of point-of-sale installment loans increased from RMB0.6 billion as of March 31, 2017 to RMB1.1 billion (US$0.2 billion) as of March 31, 2018, as point-of-sale installment loan activity gradually recovered from the downturn earlier in the first quarter of 2018.

Wealth management service fees. Wealth management service fees increased by 103% from RMB0.8 million in the three months ended in March 31, 2017 to RMB1.7 million (US$0.3 million) in the first quarter of 2018. Wealth management revenues are relatively volatile because the absolute amounts are relatively small, and the timing of major transactions can cause quarterly results to fluctuate significantly.

Cost of revenues

Cost of revenues increased significantly from RMB43.0 million in the first quarter of 2017 to RMB170.8 million (US$27.2 million) in the first quarter of 2018, with increases in all components of our cost of revenues.

Funding cost. Funding cost, consisting primarily of interest expenses, increased from RMB9.1 million in the first quarter of 2017 to RMB51.4 million (US$8.2 million) in the first quarter of 2018. This increase reflected the growth in the funding debts for on-balance sheet loans as a result of the significant growth in the volume of point-of-sale installment loans we facilitated, as well as those personal and business installment loans funded by trust and other structured finance products.

Provision for credit loss. Provision for credit loss increased from RMB7.0 million in the first quarter of 2017 to RMB37.1 million (US$5.9 million) in the first quarter of 2018. The increase in provision for credit loss was primarily attributable to the increase in the outstanding balance of point-of-sale installment loans as our business grew, plus our use of trust and other structured finance funding sources for certain personal installment loans beginning in late 2017.

Origination and servicing cost. Origination and servicing cost increased from RMB26.9 million in the first quarter of 2017 to RMB82.2 million (US$13.1 million) in the first quarter of 2018, primarily

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due to increases in user acquisition costs relating to revenue from lending solutions, cost incurred in providing collection services, and costs paid for data used in credit assessments. These increases were driven primarily by the growth of our business.

Gross profit

Our gross profit increased significantly from RMB20.6 million in the first quarter of 2017 to RMB108.6 million (US$17.3 million) in the first quarter of 2018. We had a gross margin of 32.4% in the first quarter of 2017 and 38.9% in the first quarter of 2018. The improvement in gross margin was primarily due to improvements in our products' economies of scale and a larger proportion of higher-margin personal and business installment loan solutions versus lower-margin point-of-sale installment loan solutions.

Total operating expenses

Total operating expenses increased by 51.0% from RMB56.1 million in the first quarter of 2017 to RMB84.6 million (US$13.5 million) in the first quarter of 2018 due to increases in all three categories of expenses.

Sales and marketing expenses. Sales and marketing expenses increased by 52.4% from RMB14.5 million in the first quarter of 2017 to RMB22.0 million (US$3.5 million) in the first quarter of 2018. This increase was primarily due to an increase of RMB4.1 million (US$0.6 million) in promotional fees, an increase of RMB3.4 million (US$0.5 million) in payroll expenses relating to sales and marketing and an increase of RMB0.4 million (US$0.1 million) in rental expenses. After three quarters of relatively low spending on promotional fees, we increased our spending in the fourth quarter of 2017 in response to heightened competition in our industry and this level of spending continued into the first quarter of 2018 as we continue to seek new marketing opportunities.

General and administrative expenses. General and administrative expenses increased by 75.2% from RMB25.0 million in the first quarter of 2017 to RMB43.9 million (US$7.0 million) in the first quarter of 2018, primarily due to an increase of RMB16.7 million (US$2.7 million) in bad debt expenses and an increase of RMB2.3 million (US$0.4 million) in payroll expenses relating to general and administrative expenses, partially offset by a decrease of RMB3.0 million (US$0.5 million) in professional expenses. Bad debt expenses increased significantly, in part due to the increase of revenue generated from technical service fees and in part due to an industry-wide increase in default rates that also affected our company.

Research and development expenses. Research and development expenses increased by 13.1% from RMB16.6 million in the first quarter of 2017 to RMB18.7 million (US$3.0 million) in the three month ended in March 31, 2018, primarily due to an increase of RMB1.6 million (US$0.3 million) in payroll expense relating to research and development.

Net (loss)/income

We had net income of RMB14.6 million (US$2.3 million) in the three months ended March 31, 2018 as a result of the above, as compared to a net loss of RMB35.5 million in the first quarter of 2017.

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Year ended December 31, 2017 compared with year ended December 31, 2016

Revenues

Our total revenue increased from RMB54.9 million in 2016 to RMB568.7 million (US$90.7 million) in 2017. This increase was driven by the significant increases in both technical service fees and installment services fees, partially offset by a decrease in wealth management service fees.

Technical service fees. Technical service fees increased from RMB34.2 million in 2016 to RMB425.3 million (US$67.8 million) in 2017, primarily due to the significant increases in both online credit assessment services fees and monthly service fees. The increases in these fees are attributable to the growth in the total amount facilitated and the outstanding balances of loans, in particular personal installment loans, as a result of the significant growth in our businesses. The total amount of personal installment loans we facilitated increased from RMB1.4 billion in 2016 to RMB8.0 billion (US$1.2 billion) in 2017, while the outstanding balance of personal installment loans increased from RMB998 million as of December 31, 2016 to RMB4.1 billion (US$0.6 billion) as of December 31, 2017.

Installment service fees. Installment service fees increased from RMB16.4 million in 2016 to RMB139.9 million (US$22.3 million) in 2017, primarily due to the significant increase in outstanding balance of point-of-sale installment loans. In addition, as we acquired Minheng on June 30, 2016, only the revenue which Minheng generated in the second half of that year is included in our revenue for the year ended December 31, 2016.

Wealth management service fees. Wealth management service fees decreased by 17.7% from RMB4.3 million in 2016 to RMB3.5 million (US$0.6 million) in 2017, primarily due to a decrease in transaction service fees, partially offset by an increase in asset management fees. The decrease in transaction service fees is primarily attributable to a decrease in commission fees from private equity funds.

Cost of revenues

Cost of revenues increased significantly from RMB59.9 million in 2016 to RMB372.4 million (US$59.4 million) in 2017 with increases in all components of our cost of revenues.

Funding cost. Funding cost, consisting primarily of interest expenses, increased from RMB16.6 million in 2016 to RMB78.8 million (US$12.6 million) in 2017. This increase reflected the growth in the funding debts for on-balance sheet loans, as a result of the significant growth in our business.

Provision for credit loss. Provision for credit loss increased from RMB16.1 million in 2016 to RMB115.9 million (US$18.5 million) in 2017. The increase in provision for credit loss was primarily attributable to increase in outstanding balance of loans as our business grew, as well as the change in our loan portfolio as we started our cooperation with Ctrip and Bestpay. We generally make larger provision for credit losses for loans funded to users of new business partners as we assess their creditworthiness of and accumulate more loss experience to establish an appropriate risk profile.

Origination and servicing cost. Origination and servicing cost increased from RMB27.1 million in 2016 to RMB177.7 million (US$28.3 million) in 2017, primarily due to an increase of RMB110 million (US$16.9 million) in costs paid for data used in credit assessments, user acquisition costs relating to revenue from lending solutions and cost incurred to providing collection services. These increases were driven primarily by the growth of our business.

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Gross profit

We had a gross loss of RMB5.0 million in 2016, compared with a gross profit of RMB196.3 million (US$31.3 million) in 2017. We had a negative gross margin of 9.1% in 2016 and our gross profit margin improved to 34.5% in 2017. The improvement in gross margin was related to two factors: (1) improvements in our products' economies of scale and a larger proportion of higher-margin personal and business installment loan solutions versus lower-margin point-of-sale installment loan solutions, contributing 27.2 percentage points to the increase in gross margin; and (2) more favorable terms with our business partners and end users including pricing strategy and cost conditions, such as higher fee rates, lower acquisition costs, and a lower proportion of interest-free transactions within overall point-of-sale installment loans, contributing 16.4 percentage points to the increase in gross margin.

Total operating expenses

Total operating expenses increased by 27.5% from RMB196.0 million in 2016 to RMB249.9 million (US$39.8 million) in 2017 due to increases in general and administrative expenses and research and development expenses.

Sales and marketing expenses. Sales and marketing expenses remained substantially unchanged from RMB72.0 million in 2016 to RMB72.1 million (US$11.5 million) in 2017. A decrease of RMB8.9 million (US$1.4 million) in promotion fees was offset by increases in most other categories of sales and marketing expense, including payroll expenses relating to sales and marketing, rental expenses, renovation expenses and traveling expenses, among others. Promotion fees decreased primarily because we cut back on our promotional activities in 2017 after concluding that these activities were not cost-effective, but otherwise our sales and marketing expenses generally grew as our business grew.

General and administrative expenses. General and administrative expenses increased by 44.4% from RMB72.8 million in 2016 to RMB106.3 million (US$17.0 million) in 2017, primarily due to an increase in bad debt expense of RMB15.7 million (RMB2.5 million), consistent with the increase in our technical service fees, an increase of RMB3.8 million (US$0.6 million) in professional service fees, and an increase of RMB7.1 million (US$1.1 million) in payroll expenses relating to general and administrative expenses as we increased our headcount.

Research and development expenses. Research and development expenses increased by 39.8% from RMB51.2 million in 2016 to RMB71.5 million (US$11.4 million) in 2017, primarily due to an increase of RMB17.8 million (US$2.8 million) in payroll expense relating to research and development. We have made significant investment in people and increased the headcount in our research and development team.

Net loss

Net loss decreased by 57.7% from RMB200.5 million in 2016 to RMB84.9 million (US$13.5 million) in 2017 as a result of the above.

Seasonality

We experience a certain degree of seasonality in our business, reflecting seasonal fluctuations in internet usage and personal consumption patterns. For example, we generally experience higher transaction volume in our online travel agency point-of-sale installment loans during the various peak travel seasons throughout the year, including the Chinese New Year holiday, the Labor Day holiday in May, the summer holidays and the National Day holiday in October. At the same time, we generally experience somewhat lower transaction volume in personal installment loans during national holidays in

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China, particularly around the Chinese New Year holiday. Our rapid growth and our efforts to diversify our business partners have somewhat masked this seasonality thus far and we may experience more pronounced seasonality in the future.

Selected Quarterly Results of Operations

The following table sets forth our historical unaudited consolidated selected quarterly results of operations for the periods indicated. We have prepared this unaudited consolidated selected quarterly financial data on the same basis as we have prepared our audited consolidated financial statements.

	For The Three Months Ended

	Mar 31,			June 30,			Sep 30,			Dec 31,			Mar 31,			June 30,			Sept 30,			Dec 31,			Mar 31,
	2016												2017												2018
	(RMB in thousands)
Revenues:
Technical service fee		1,129			3,077			8,916			21,049			50,511			87,750			131,623			155,427			189,594
Installment service fees		—			—			6,904			9,490			12,242			22,122			39,447			66,051			88,118
Wealth management service fees		127			1,072			800			2,310			832			590			1,003			1,122			1,688
Total revenues		1,256			4,149			16,620			32,849			63,585			110,462			172,073			222,600			279,400

Cost of revenues:
Funding cost		—			—			(7,679	)		(8,964	)		(9,079	)		(16,475	)		(20,054	)		(33,223	)		(51,433	)
Provision for credit losses		—			—			(7,923	)		(8,201	)		(7,011	)		(19,059	)		(41,719	)		(48,131	)		(37,119	)
Origination and servicing cost		(2,972	)		(3,157	)		(10,610	)		(10,348	)		(26,905	)		(37,444	)		(53,326	)		(59,987	)		(82,223	)
Cost of revenues		(2,972	)		(3,157	)		(26,212	)		(27,513	)		(42,995	)		(72,978	)		(115,099	)		(141,341	)		(170,775	)

Gross profit		(1,716	)		992			(9,592	)		5,336			20,590			37,484			56,974			81,259			108,625

Operating expense:
Sales and marketing expenses		(11,743	)		(12,793	)		(19,392	)		(28,082	)		(14,463	)		(16,114	)		(19,375	)		(22,124	)		(22,042	)
General and administrative expenses		(13,806	)		(18,195	)		(21,724	)		(19,124	)		(25,045	)		(24,173	)		(28,262	)		(28,843	)		(43,886	)
Research and development expenses		(8,052	)		(10,102	)		(14,589	)		(18,429	)		(16,553	)		(17,119	)		(19,175	)		(18,670	)		(18,714	)
Total operating expenses		(33,601	)		(41,090	)		(55,705	)		(65,635	)		(56,061	)		(57,406	)		(66,812	)		(69,637	)		(84,642	)

Operating (loss)/profit		(35,317	)		(40,098	)		(65,297	)		(60,299	)		(35,471	)		(19,922	)		(9,838	)		11,622			23,983

Change in fair value of convertible loans		—			—			—			—			—			—			—			(7,042	)		(663	)
Share of loss from equity method investments		—			—			—			—			—			—			—			(2,455	)		(221	)
Impairment from long-term investments		—			—			—			—			—			—			—			(2,000	)		—
Other income/(loss), net		7			394			4			279			(63	)		(1,009	)		(379	)		213			3,206
(Loss)/income before income tax expense		(35,310	)		(39,704	)		(65,293	)		(60,020	)		(35,534	)		(20,931	)		(10,217	)		338			26,305

Income tax expense		—			—			—			(167	)		—			(6	)		(8,835	)		(9,675	)		(11,700	)
Net (loss)/income		(35,310	)		(39,704	)		(65,293	)		(60,187	)		(35,534	)		(20,937	)		(19,052	)		(9,337	)		14,605

Other comprehensive income:
Foreign currency translation adjustments net of nil tax		—			—			—			—			—			27			84			730			4,475
Total other comprehensive income		—			—			—			—			—			27			84			730			4,475
Total comprehensive (loss)/income		(35,310	)		(39,704	)		(65,293	)		(60,187	)		(35,534	)		(20,910	)		(18,968	)		(8,607	)		19,080

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Liquidity and Capital Resources

The following table sets forth a summary of our cash flows for the period presented:

	For the Years Ended December 31,									For the Three Months Ended March 31,

	2016			2017						2017			2018
	RMB			RMB			US$			RMB			RMB			US$
	(in thousands)
Summary Consolidated Cash Flows Data:
Net cash (used in)/provided by operating activities		(123,066	)		197,438			31,476			30,590			(150,786	)		(24,040	)
Net cash (used in)/provided by investing activities		(108,178	)		(1,444,773	)		(230,332	)		(247,492	)		103,521			16,504
Net cash provided by/(used in) financing activities		256,700			1,595,968			254,436			265,127			(38,014	)		(6,060	)
Net increase/(decrease) in cash, cash equivalents and restricted time deposits		25,456			348,599			55,575			47,424			(89,946	)		(14,340	)
Cash, cash equivalents and restricted time deposits at beginning of the period		1,836			27,292			4,351			27,292			375,891			59,926
Including:
Cash and cash equivalents at beginning of the period		1,836			27,292			4,351			27,292			370,891			59,129
Restricted time deposits at beginning of the period		—			—			—			—			5,000			797

Cash, cash equivalents and restricted time deposits at end of the period		27,292			375,891			59,926			74,716			285,945			45,586
Including:
Cash and cash equivalents at end of the period		27,292			370,891			59,129			74,716			280,945			44,789
Restricted time deposits at end of the period		—			5,000			797			—			5,000			797

As of March 31, 2018, all of our cash and cash equivalents were denominated in Renminbi and held at banks in China. We had RMB280.9 million (US$44.8 million) in cash and cash equivalents as of March 31, 2018, of which RMB185.9 million (US$29.6 million) was held by our VIEs. Our cash and cash equivalents consist of cash on hand, time deposits, and funds held in deposit accounts with banks that are highly liquid and have original maturities of three months or less and are unrestricted as to withdrawal or use.

Historically, we have operated as a separate business within the Jimu Group, and our principal source of liquidity was capital contributions from Jimu Group. The Jimu Group has carried out three rounds of equity financing since its inception: a Series A round in March 2014 that raised US$5.0 million from 3 investors, a Series B round in August 2014 that raised US$37.2 million from 9 investors and a Series C round in March 2015 that raised US$84.0 million from 18 investors. We have since begun carrying out our own debt and equity financing. In November 2017, we began issuing convertible loans convertible into shares of our company, and in May 2018, all of the outstanding convertible loans, which had a principal amount of US$39.5 million, were converted into series A-1 preferred shares. In May 2018, we issued series A-2 preferred shares to a group of investors for an aggregate consideration of US$64.0 million. In addition, we entered into a loan agreement with

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Ms. Xuan Zhang, an individual who is not affiliated with our company investing on behalf of her high net worth extended family, in January 2018, and a supplementary loan agreement in March 2018, pursuant to which we borrowed an unsecured general loan of RMB564 million (US$90.1 million) with an interest rate of approximately 10.3% and a term of one year. The loan is intended for repayment of loan payables to third party individual investors matched through Jimu Box. We repaid RMB40 million (US$6.4 million) of the loan in March 2018 and the remaining outstanding balance of RMB524 million (US$83.7 million) is recognized on our condensed consolidated balance sheet as of March 31, 2018. We plan to fully repay the loan from Ms. Zhang in July 2018 using cash on hand and the proceeds from loans from Delight Treasure Holdings Limited, which is one of our shareholders, and Xijin (Shanghai) Venture Capital Management Co., Ltd., which is the parent of another of our shareholders. See "Related Party Transactions—Shareholder Loans."

Our goal is to act as a pure financial solutions provider and to minimize the credit risk we take on the loan products that we facilitate. However, the financing receivables that are recorded on our balance sheet in connection with most of our point-of-sale installment loans and some of our personal installment loans currently remain on our balance sheet until they are paid in full or written off. See "—Funding Sources and Credit Risk." Consequently, access to capital is a potential constraint on the growth of our business. See "Risk Factors—Risks Related to Our Business—We may not be able to obtain additional capital when desired, on favorable terms or at all." To the extent that we are unable to attain our goal of minimizing our own credit risk, we may require additional financing to continue to expand our operations.

We believe the net proceeds we receive from this offering, together with our cash on hand, will be sufficient to meet our current and anticipated needs for general corporate purposes for at least the next 12 months. After this offering, we may decide to enhance our liquidity position or increase our cash reserve through additional capital and finance funding. The issuance and sale of additional equity would result in further dilution to our shareholders. The incurrence of indebtedness would result in increased fixed obligations and could result in operating covenants that would restrict our operations. We cannot assure you that financing will be available in amounts or on terms acceptable to us, if at all.

In utilizing the proceeds we expect to receive from this offering, we may make additional capital contributions to our PRC subsidiaries, establish new PRC subsidiaries and make capital contributions to these new PRC subsidiaries, make loans to our PRC subsidiaries, or acquire offshore entities with business operations in China in offshore transactions. However, most of these uses are subject to PRC regulations and approvals. For example:

•: capital contributions to our PRC subsidiaries must be approved by the Ministry of Commerce or its local counterparts; and
•: loans by us to our PRC subsidiaries to finance their activities cannot exceed statutory limits and must be registered with SAFE or its local branches.

See "PRC Regulation—Regulations Related to Foreign Exchange."

Substantially all of our future revenues are likely to be in Renminbi. 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 as long as certain routine procedural requirements are fulfilled. Therefore, our PRC subsidiaries are allowed to pay dividends in foreign currencies to us without prior SAFE approval by following certain routine procedural requirements. However, approval from or registration with competent government authorities is required where the Renminbi 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.

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Operating Activities

Net cash used by operating activities for the three months ended March 31, 2018 was RMB150.8 million (US$24.0 million), as compared to a net income of RMB14.6 million (US$2.3 million). The difference between our net income and our net cash provided by operating activities was primarily attributable to an increase of RMB177.9 million (US$28.4 million) in amounts due to related parties, an increase of RMB35.1 million (US$5.6 million) in accrued expenses and other liabilities, an increase of RMB24.6 million (US$3.9 million) in prepayments and other current assets and an increase in accounts receivable of RMB21.7 million (US$3.5 million), partially offset by an increase of RMB54.8 million (US$8.7 million) in provision for doubtful accounts and credit losses. Our amounts due to related parties mainly arose from allocation of expenses between us and Jimu Group. See "Related Party Transactions—Transactions and Agreements with Jimu Group." Our accrued expenses and other liabilities, prepayments and other current assets, and accounts receivable grew in line with the growth of our business.

Net cash provided by operating activities for the year ended December 31, 2017 was RMB197.4 million (US$31.5 million), as compared to net loss of RMB84.9 million (US$13.5 million). The difference between our net loss and our net cash provided by operating activities was primarily attributable to an increase of RMB132.5 million (US$21.1 million) in provision for doubtful accounts and credit loss, an increase of RMB92.4 million (US$14.7 million) in amounts due to related parties, an increase of RMB96.2 million (US$15.3 million) in accrued expenses and other liabilities and an increase of RMB36.1 million (US$5.8 million) in accounts payable, partially offset by an increase of RMB46.0 million (US$7.3 million) in accounts receivable and an increase of RMB42.1 million (US$6.7 million) in amounts due from related parties. Our amounts due to related parties mainly arose from allocation of expenses between us and Jimu Group. See "Related Party Transactions—Transactions and Agreements with Jimu Group."

Net cash used in operating activities for the year ended December 31, 2016 was RMB123.1 million (US$19.6 million), as compared to net loss of RMB200.5 million (US$32.0 million). We had an increase of RMB42.6 million (US$6.8 million) in amounts due to related parties, partially offset by an increase of RMB3.8 million (US$0.6 million) in amounts due from related parties. The difference between our net loss and our net cash used in operating activities was also partially attributable to RMB25.7 million (US$4.1 million) in share-based compensation expenses, RMB17.3 million (US$2.8 million) in provision for doubtful accounts and credit loss, and RMB11.3 million (US$1.8 million) in accrued expenses and other liabilities, partially offset by an increase of RMB11.8 million (US$1.9 million) in prepayments and other current assets.

Investing Activities

Net cash provided by investing activities for the three months ended March 31, 2018 was RMB103.5 million (US$16.5 million), consisting primarily of RMB1,275.5 million (US$203.3 million) in principal collection of financing receivables, partially offset by RMB1,171.4 million (US$186.7 million) of financing receivables originated. We record and collect significant volumes of financing receivables primarily in connection with the point-of-sale installment loans that we facilitate.

Net cash used in investing activities for the year ended December 31, 2017 was RMB1,444.8 million (US$230.3 million), consisting primarily of RMB7,110.0 million (US$1,133.5 million) of financing receivables originated, partially offset by RMB5,671.4 million (US$904.2 million) in principal collection of financing receivables. We record and collect significant volumes of financing receivables primarily in connection with the point-of-sale installment loans that we facilitate.

Net cash used in investing activities for the year ended December 31, 2016 was RMB108.2 million (US$17.2 million), consisting primarily of RMB1,919.0 million (US$305.9 million) of financing

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receivables facilitated, partially offset by RMB1,811.8 million (US$288.8 million) in principal collection of financing receivables. We record and collect significant volumes of financing receivables in connection with the point-of-sale installment loans that we facilitate.

Financing Activities

Net cash used in financing activities for the three months ended March 31, 2018 was RMB38.0 million (US$6.1 million), consisting primarily of principal payment on funding debts of RMB1,241.9 million (US$198.0 million), partially offset by proceeds from funding debts of RMB1,146.8 million (US$182.8 million). Funding debts primarily represent the proceeds from individual investors, the asset-backed securitized debts or the consolidated trusts that we use to fund our financing receivables.

Net cash provided by financing activities for the year ended December 31, 2017 was RMB1,596.0 million (US$254.4 million), consisting primarily of proceeds from funding debts of RMB6,842.5 million (US$1,090.9 million), partially offset by principal payment on funding debts of RMB5,534.2 million (US$882.3 million). Funding debts primarily represent amounts received from individual investors on Jimu Box, which was our primary source of funding for point-of-sale installment loans during the year ended December 31, 2017.

Net cash provided by financing activities for the year ended December 31, 2016 was RMB256.7 million (US$40.9 million), consisting primarily of proceeds from funding debts of RMB1,738.0 million (US$277.1 million), partially offset by principal payment on funding debts of RMB1,666.1 million (US$265.6 million). Funding debts represent amounts received from individual investors on Jimu Box, which was our sole source of funding for point-of-sale installment loans during the year ended December 31, 2016. We also received a cash contribution from Jimu Group of RMB155.1 million (US$24.7 million) in 2016.

Capital Expenditures

Our capital expenditures are primarily incurred for purchases of property, equipment and software. Historically, the amount of our capital expenditures has been small. Our capital expenditures were RMB1.3 million in 2016, RMB2.2 million (US$0.3 million) in 2017 and RMB0.6 million (US$0.1 million) in the three months ended 2018. We intend to fund our future capital expenditures with our existing cash balance and proceeds from this offering. We will continue to incur capital expenditures as needed to meet the expected growth of our business.

Contractual Obligations

The following table sets forth our contractual obligations as of March 31, 2018:

	Total				Less than 1 year				1 - 2 years				2 - 3 years

	RMB		US$		RMB		US$		RMB		US$		RMB		US$
	(in thousands)
Office rental		21,665		3,454		12,457		1,986		9,208		1,468		—		—
Bandwidth leasing		186		30		186		30		—		—		—		—

Total		21,851		3,484		12,643		2,016		9,208		1,468		—		—

Operating lease agreements represent non-cancellable operating leases for our office premises and the facilities that contain our system hardware and remote backup system.

Other than as shown above, we did not have any significant capital and other commitments, long-term obligations, or guarantees as of March 31, 2018.

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Off-Balance Sheet Commitments and Arrangements

We have not entered into any financial guarantees or other commitments to guarantee the payment obligations of any unconsolidated 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 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 product development services with us.

Holding Company Structure

Pintec Technology Holdings Limited is a holding company with no material operations of its own. We conduct our operations primarily through our PRC subsidiaries, our variable interest entities and our variable interest entities' subsidiaries in China. As a result, Pintec Technology Holdings Limited's ability to pay dividends depends upon dividends paid by our PRC subsidiaries. If our existing PRC subsidiaries or any newly formed ones incur debt on their own behalf in the future, the instruments governing their debt may restrict their ability to pay dividends to us. In addition, our wholly foreign-owned subsidiaries in China are permitted to pay dividends to us only out of their retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. Under PRC law, each of our subsidiaries and variable interest entities in China is required to set aside at least 10% of its after-tax profits each year, if any, to fund certain statutory reserve funds until such reserve funds reach 50% of its registered capital. In addition, any of our wholly foreign-owned subsidiaries in China may allocate a portion of its after-tax profits based on PRC accounting standards to enterprise expansion funds and staff bonus and welfare funds at its discretion, and our variable interest entities may allocate a portion of their after-tax profits based on PRC accounting standards to discretionary surplus funds at their discretion. The statutory reserve funds and the discretionary funds are not distributable as cash dividends. Remittance of dividends by a wholly foreign-owned company out of China is subject to examination by the banks designated by SAFE. Our PRC subsidiaries have not paid dividends and will not be able to pay dividends until they generate accumulated profits and meet the requirements for statutory reserve funds.

Inflation

To date, 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 change in the consumer price index was an increase of 1.9% for December 2016 and an increase of 1.8% for December 2017. Although we have not been materially affected by inflation in the past, we may be affected by higher rates of inflation in China in the future.

Quantitative and Qualitative Disclosures about Market Risk

Foreign Exchange Risk

Substantially all of our revenues and expenses are denominated in Renminbi. We do not believe that we currently have any significant direct foreign exchange risk and we have not used any derivative financial instruments to hedge exposure to such risk. Although our exposure to foreign exchange risks should be limited in general, the value of your investment in our ADSs will be affected by the exchange rate between the U.S. dollar and the Renminbi because the value of our business is effectively denominated in Renminbi, while our ADSs will be traded in U.S. dollars.

The conversion of Renminbi into foreign currencies, including U.S. dollars, is based on rates set by the People's Bank of China. In July 2005, the PRC government changed its decades-old policy of

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pegging the value of the Renminbi to the U.S. dollar, and the Renminbi appreciated more than 20% against the U.S. dollar over the following three years. Between July 2008 and June 2010, this appreciation halted and the exchange rate between the Renminbi and the U.S. dollar remained within a narrow band. Since June 2010, the Renminbi has fluctuated against the U.S. dollar, at times significantly and unpredictably. With the development of the foreign exchange market and progress towards interest rate liberalization and Renminbi internationalization, the PRC government may in the future announce further changes to the exchange rate system. It is difficult to predict how market forces or PRC or U.S. government policy may impact the exchange rate between the Renminbi and the U.S. dollar in the future.

To the extent that we need to convert U.S. dollars into Renminbi for our operations, appreciation of the Renminbi against the U.S. dollar would have an adverse effect on the Renminbi amount we receive from the conversion. Conversely, if we decide to convert Renminbi into U.S. dollars for the purpose of making payments for dividends on our ordinary shares or ADSs or for other business purposes, appreciation of the U.S. dollar against the Renminbi would have a negative effect on the U.S. dollar amounts available to us.

We estimate that we will receive net proceeds of approximately US$ million from this offering if the underwriters do not exercise their option to purchase additional ADSs, after deducting underwriting discounts and commissions and the estimated offering expenses payable by us, 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 Renminbi, a 10% appreciation of the U.S. dollar against the Renminbi, from the exchange rate of RMB6.2726 for US$1.00 as of March 30, 2018 to a rate of RMB6.8999 to US$1.00, would result in an increase of RMB million in our net proceeds from this offering. Conversely, a 10% depreciation of the U.S. dollar against the Renminbi, from the exchange rate of RMB6.2726 for US$1.00 as of March 30, 2018 to a rate of RMB5.6453 to US$1.00, would result in a decrease of RMB million in our net proceeds from this offering.

Interest Rate Risk

We have not been exposed to material risks due to changes in market interest rates, and we have not used any derivative financial instruments to manage our interest risk exposure.

We do not expect rising or falling interest rates to have a material impact on our financial condition unless uncertainty about the direction and timing of interest rate changes materially affects the level of borrowing and lending activity in the economy. Our business is dependent upon the healthy functioning of the credit markets in China, and we cannot provide assurance that we will not be exposed to material risks in the event of a credit crisis or prolonged period of uncertainty in the credit markets. See "Risk Factors—Risks Related to Our Business—Our business may be affected by the condition of China's credit market and competitive landscape of industries in which we operate."

After completion of this offering, we may invest the net proceeds we receive from the offering in interest-earning instruments. Investments in both fixed rate and floating rate interest earning instruments carry a degree of interest rate risk. Fixed rate securities may have their fair market value adversely impacted due to a rise in interest rates, while floating rate securities may produce less income than expected if interest rates fall.

Recent Accounting Pronouncements

A list of recent accounting pronouncements that are relevant to us is included in note 2(ab) to our consolidated financial statements included elsewhere in this prospectus.

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INDUSTRY OVERVIEW

Technology Enablement for the Financial Service Industry

Technology enablement is a new type of business model in the financial service industry that is different from mainstream financial services. Technology enablement platforms act as a link between business ecosystems and traditional financial institutions and deliver "technology as a service" to bring financial services to platforms that look to provide such services. The emergence of technology enablement platforms has empowered both business ecosystems and traditional financial institutions to reach the unserved or underserved market and engage users more effectively.

The following factors are key for technology enablement to succeed in the financial service industry:

•: Comprehensive products and services that monetize cross-selling opportunities
•: Quantity, diversity and stickiness of business ecosystem partners and traditional financial institution partners
•: Open platform that generates network effects
•: Strong technology in risk management credit assessment and robo-advisory services
•: Efficient and professional operational capabilities

The rapid development of both the consumer finance industry and the wealth management industry in China, and in particular the rise of online and mobile channels as means for customer engagement, has prompted the emergence of consumer finance and wealth management enablement platforms.

Consumer Finance Enablement Platforms in China

Development of China's Consumer Finance Market

China is transitioning to a new phase of economic development driven by strong domestic consumption growth rather than by investment growth. Consumption growth has been outpacing GDP growth since 2008, paving the way for the rapid development of the consumer finance market. According to Oliver Wyman, the outstanding balance of the consumer finance market in China has been growing rapidly at a compound annual growth rate, or CAGR, of 40.0% between 2015 and 2017, reaching RMB8.2 trillion (US$1.3 trillion) at the end of 2017, and is projected to further grow to RMB23.2 trillion (US$3.7 trillion) by the end of 2022, representing a CAGR of 23.2% between 2017 and 2022.

Outstanding Balance of China's Personal Consumer Finance Market by Channel

Source: Oliver Wyman

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Within China's consumer finance market, online consumer finance has become increasingly popular, fueled by fast growing smartphone and internet finance adoption in China. According to Oliver Wyman, the outstanding balance of online personal consumption loans is expected to grow at a CAGR of 26.8% from 2017 to 2022 to reach RMB3.5 trillion (US$0.6 trillion) by the end of 2022.

The credit card market is the largest segment of the consumer finance market, with an outstanding balance of RMB5.6 trillion (US$0.9 trillion) at the end of 2017. The outstanding balance of the credit card market is expected to reach RMB16.7 trillion (US$2.7 trillion) by the end of 2022, according to Oliver Wyman, which is even larger than the forecast market size of the online consumer finance market. This represents a major opportunity for platforms that can leverage their virtual credit card solutions to satisfy a variety of credit needs traditionally associated with credit cards.

Despite growing consumption levels, the consumer finance market in China is still highly underdeveloped and underpenetrated. According to Oliver Wyman, the outstanding balance of China's consumer finance represents only approximately 10% of GDP in 2017, compared to 18% in the United States and 51% in South Korea, while the per capita amount of outstanding consumer finance loans in China was US$869 in the same year, compared to US$10,790 in the United States and US$15,209 in South Korea.

Development of China's Online Consumer Finance Market

The online consumer finance market can be further segmented into point-of-sale credit and unsecured personal loans. Point-of-sale credit is extended to a customer to finance the purchase of a specific product or service, whereas personal unsecured loans are extended to a customer for general consumption purposes in the form of cash. According to Oliver Wyman, online point-of-sale credit is forecast to reach RMB1.3 trillion (US$0.2 trillion) by 2022, representing a CAGR of 37.3% from 2017 to 2022, and online unsecured personal loans will reach RMB2.2 trillion (US$0.3 trillion) by 2022, representing a CAGR of 22.3% for the same period.

Outstanding Balance of China's Online Consumer Finance Market by Product

Source: Oliver Wyman

Key market players operating in the online consumer finance market include traditional financial institutions such as banks, licensed consumer finance companies and small loan companies, and internet players such as e-commerce driven installment platforms, independent consumer finance platforms and peer-to-peer lending platforms. Independent consumer finance platforms operate under a variety of business models that differ in terms of the loan size, customer creditworthiness, interest rate and duration of their loans.

Development of Consumer Finance Enablement Platforms

Within the online consumer finance market and among independent consumer finance platforms, certain platforms have emerged to provide enabling services to business ecosystems and traditional

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financial institutions. Increasing acceptance of online shopping and the open attitude to credit consumption makes point-of-sale loans an attractive option for many Chinese consumers, and business ecosystems are seizing the opportunity to expand sales and to better monetize their customer base while enhancing customer stickiness within their ecosystem. Retail assets, as compared to corporate assets, provide better risk-adjusted returns in a sustained low interest rate environment for financial institutions, and the development of financial technologies and online channels also offer a means to reduce transaction and asset servicing costs, making retail assets an attractive value proposition.

However, both business ecosystems and traditional financial institutions have encountered significant headwinds when developing their independent technologies and services. Some of the traditional financial institutions are not agile enough to quickly develop core technological capabilities and expertise, especially in the areas of risk management and credit assessment. They also lag behind in accessing and accumulating relevant data and customer information, the key to developing risk-based pricing and offering diverse and individualized financial services. In addition, as two separate industries with different networks, business ecosystems and traditional financial institutions lack connections, creating a mismatch of assets and funding.

Technology enablement platforms resolve those dilemmas by providing strong technical capabilities, full-facilitation white label solutions, user funnel and third-party distribution channels.

As a result, it is expected that the growth in the outstanding balance of loans facilitated through online consumer finance enablement platforms in China will be significant, reaching RMB723.2 billion (US$115.3 billion) in 2022, representing a CAGR of 35.3% between 2017 and 2022, according to Oliver Wyman.

Outstanding Balance of China's Online Consumer Finance Enablement Market

Source: Oliver Wyman

In addition to growing with the online consumer finance market, enablement platforms that offer value-added services such as virtual credit card functions at the point of sale are well-positioned to tap into the vast traditional credit card market as China is leapfrogging the physical credit card stage.

While there are a variety of online consumer platforms for financial products, the development of enablement platforms that provide integrated solutions to business ecosystems and financial institutions is still at a nascent stage. According to Oliver Wyman, we are one of only four major consumer finance enablement platforms which have diversified partnership and tailored offerings ranging from standalone to end-to-end integrated solutions. There are also smaller consumer finance enablement platforms that only specialize in certain vertical segments, such as travel, education, beauty or rentals.

The risk management capabilities developed for online point-of-sale credit and personal unsecured loan can also be adapted and applied to online small-and-medium sized enterprises, or SMEs, especially for those SMEs whose activities can be traced online through transactional, operational, tax and procurement data. Technology enablement platforms can integrate their credit assessment engines with e-commerce platforms or partner with apps to obtain those data, generate credit scores and enable

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credit decisions in a fast manner. According to Oliver Wyman, non-bank SME lending will see significant growth in the future, with its market size expected to grow at a CAGR of 12.9% between 2017 and 2022.

Wealth Management Enablement Platforms in China

Development of China's Wealth Management Market

Historically, personal assets in China have been largely managed individually. However, both traditional financial institutions, including banks, securities and fund management firms, and insurance companies, and non-traditional financial institutions are increasingly serving the wealth management needs of an emerging middle class which enjoys increasing disposable income, investible assets and wealth. According to Oliver Wyman, the assets under management of the wealth management market is expected to grow from RMB44.4 trillion (US$7.1 trillion) at the end of 2017 to RMB98.0 trillion (US$15.6 trillion) by the end of 2022, representing a CAGR of 17.2%.

AUM of China's Wealth Management Market by Distribution Channel

Source: Oliver Wyman

While traditional financial institutions will likely continue to be the dominant distribution channel for wealth management products, non-traditional financial institution wealth management is expected to be the fastest growing segment, according to Oliver Wyman, with assets under management growing from RMB5.7 trillion (US$0.9 trillion) at the end of 2017 to RMB19.6 trillion (US$3.1 trillion) by the end of 2022, representing a CAGR of 27.9%.

Success in the wealth management market generally requires the ability to acquire investors through multiple channels, to supply investors with high quality assets with attractive investment returns, to cross-sell products that meet the increasingly sophisticated needs of the users, and to effectively manage investment risks.

Development of China's Online Non-traditional Financial Institution Wealth Management Market

Compared to traditional financial institutions, online non-traditional financial institution wealth management players enjoy big data leveraged through advanced technology, efficient processing time and low distribution costs. Lower transaction costs provide an important competitive advantage to online non-traditional financial institution wealth management players that is expected to boost their growth. According to Oliver Wyman, the online non-traditional financial institution wealth management market had AUM of RMB3.4 trillion (US$0.5 trillion) at the end of 2017, which is expected to grow at a CAGR of 30.1% to reach RMB12.5 trillion (US$2.0 trillion) by the end of 2022.

In recent years, "robo-advisory" services, the use of automation and digital techniques to build and manage portfolios of assets and to provide investment advice, have gain significant traction within the wealth management industry. China's robo-advisory wealth management market is still at a nascent stage. However, AUM of this market is expected to grow from RMB10.0 billion (US$1.6 billion) at the

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end of 2017 to RMB3.4 trillion (US$0.5 trillion) by the end of 2022, representing a CAGR of 220%. Market players that have pioneered this new market include fintech players, internet ecosystem players and traditional financial institutions.

Development of B2B Wealth Management Enablement Platforms

Some financial institutions lack the resources and focus to develop and adopt innovative financial technologies for wealth management, which causes them to lag behind in providing fast and convenient online or mobile solutions and attractive personalized products to mass customers. This allows an industry for business-to-business (B2B) wealth management enablement platforms to develop, in which players, such as Pintec, Ping An One Connect and Yingmi, can provide technological solutions to these financial institutions, which in turn enables them to serve the wealth management needs of their own customers. Wealth management enablement platforms bridge the technological gap by offering technological solutions to these financial institutions. These enablement platforms are able to leverage their strengths in technological know-how, investor understanding and relevant licensing to help these financial institutions, enabling them to capture market demand and add core capabilities to engage customers. The segment is still in a nascent stage and currently, only a limited number of market players have developed strong capabilities as technology enablement platforms in the wealth management sector.

Robo-advisory, as a form of wealth management enablement, is becoming a key technology and service that allows financial institutions to provide customized and affordable service on a large scale to customers. The market potential for robo-advisory services through enablement platforms in China is significant. Assets under management are expected to grow from RMB0.8 billion (US$0.1 billion) at the end of 2017 to RMB739.2 billion (US$117.8 billion) by the end of 2022, according to Oliver Wyman, representing a CAGR of 292%.

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BUSINESS

Overview

•: Business partners. Our business partners include both online and offline businesses and both consumer-facing and business-facing ones, and they cover a wide range of industry verticals including online travel, e-commerce, telecommunications, online education, SaaS platform, financial technology, internet search, and online classifieds and listings. We enable our business partners to fulfill the financial needs of their customers with point-of-sale financing, personal and business installment loans, wealth management products and insurance products. Our solutions and tools help our business partners generate additional incremental sales of their own products, increase customer satisfaction and better monetize their customer base. We have 179 business partners as of March 31, 2018.
•: Financial partners. Our financial partners include banks, brokers, insurance companies, investment funds and trusts, consumer finance companies, peer-to-peer platforms and other similar institutions. We enable our financial partners to efficiently expand the scope of their products and services to new areas such as internet point-of-sale installment loans and online wealth management products and extend their reach to a much wider customer base. Our solutions and tools provide our financial partners both data and the means to process, analyze,

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and use the data to access and serve their customers on a large scale in a cost-efficient manner. We have 81 financial partners as of March 31, 2018.

•: End users. Most end users are the customers of our business partners who have borrowed loans, invested in wealth management products or purchased insurance products through one of the solutions that we provide to our business partners. Our solutions provide end users with more accessible and affordable credit and tailored wealth management and insurance products. We have approximately 21.0 million registered users for our point-of-sale financing and our personal and business installment loan solutions as of March 31, 2018. Since our inception, we have facilitated loans by our financial partners for over 3.8 million cumulative unique borrowers with an aggregate of RMB23.9 billion (US$3.8 billion) in loans as of March 31, 2018, and have facilitated transactions for over 168,000 cumulative unique investors through our wealth management solutions with a cumulative transaction amount of RMB3.7 billion (US$590 million). Unique investors and unique borrowers are identified by their government-issued identification numbers, which they are required to provide when registering on our platform, borrowing loans and making investments.

Our massive big data storage, which we call Data Lake, and our highly scalable external data querying and computation system, which we call Data Service Bus, drive our advanced risk assessment and our credit assessment engine. Data Lake is a dynamic data pool that is constantly evolving with increasing credit bureau data, transactional data, behavioral data, social data and demographic data accumulated on our platform and additional data accessed from third parties. With the support of strong underlying infrastructure such as Data Lake and Data Service Bus, we designed and patented our industry leading risk assessment and credit assessment engine which evaluates both fraud and credit risks on the basis of over 10,000 data points and a series of different credit models utilizing machine learning technologies to automatically provide personalized, accurate and instant credit decisions with risk-based pricing. The combination of our advanced risk assessment and credit assessment engine, Data Lake and Data Service Bus enables us to make pricing decisions in most cases within seconds with no manual intervention. We apply big data analytics and machine learning technologies to the entire value chain of our lending solutions, from user acquisition to credit assessment, user valuations, customer management and collection services. As an independent platform, we do not rely only on proprietary data from a single ecosystem and thus can aggregate data from a variety of sources and serve the many different needs of our partners and end users. We also partner with a few independent third parties with unique in-house data to customize a set of data features specifically catered for our lending and wealth management solutions.

Our scalable and reliable technology infrastructure enables a very high degree of automation and exceptional connectivity and stability for partners to integrate our solutions, which enable us to improve our operating efficiency and to rapidly scale our network of partners. We have a number of lending, wealth management and insurance solution modules which can be customized in different configurations to produce standalone or end-to-end financial solutions across the value chain, as needed. Some modules can also be set up and prepared within our partners' systems. Seamless integration with our partners' systems enables us to better serve their needs and maintain long-term relationships with them. Our technology infrastructure is continually being developed and extended by our experienced team of 199 technology employees, representing 47% of our total employees, as of March 31, 2018.

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increased from RMB63.6 million in the first quarter of 2017 to RMB279.4 million (US$44.5 million) in the first quarter of 2018. Our net loss decreased significantly by 57.7% from RMB200.5 million in 2016 to RMB84.9 million (US$13.5 million) in 2017, and changed from a net loss of RMB35.5 million in the first quarter of 2017 to a net income of RMB14.6 million (US$2.3 million) in the first quarter of 2018. Our adjusted net loss, which is a non-GAAP measure, decreased significantly from RMB174.8 million in 2016 to RMB53.8 million (US$8.6 million) in 2017, and changed from an adjusted net loss of RMB27.8 million in the first quarter of 2017 to an adjusted net income of RMB23.5 million (US$3.8 million) in the first quarter of 2018. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measure."

Our Value Propositions

Value to Business Partners

•: New services. Enable our business partners to offer their users financial products, which increase user engagement, expand sales and create new monetization opportunities.
•: Higher spending volume. Point-of-sale products with approval times of under 10 seconds help facilitate transactions and eliminate abandoned check-out baskets.
•: Easy implementation. Comprehensive modules and scalable technology infrastructure provide our business partners with easily tailored solutions and seamless integration.

Value to Financial Partners

•: New Products. Technology-enabled financial products and solutions that traditional financial services companies typically do not offer.
•: New Customers. Allow our financial partners to originate products and provide services to a customer base they did not address previously.
•: Lower Acquisition Cost. Significantly lower customer acquisition cost through our distribution channels as compared to traditional channels. Expand geographically without needing to open new physical facilities.
•: Lower Operational Cost. Our solutions automate application, funding and repayment in 99% of our loans, significantly reducing underwriting and operating cost for our partners.

Value to End Users

•: Convenience. Instant access to financial services within apps they are already using, with access to financing directly at the point of sale.
•: Speed. Personalized approvals and pricing within 10 seconds for a majority of our loan applications.
•: Relevant products. Enable end users to access traditional financial products scaled at the appropriate size and with appropriate structure.
•: Inclusiveness. End users underserved by traditional financial institutions for geographic or cost reasons can now conveniently enjoy financial products and services at affordable prices.

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Our Strengths

We believe that the following competitive strengths contribute to our success and differentiate us from our competitors:

Leading Independent Financial Technology Platform Enabling Financial Services in China

We are a leading independent technology platform enabling financial services in China in terms of loan volume facilitated, according to Oliver Wyman. We have positioned ourselves to both enable and benefit from the growth of China's online businesses and the financial institutions that want to serve their customers to the fullest extent possible. The consumer finance market has been chronically underserved by China's traditional financial institutions, and many Chinese consumers have limited access to credit relative to their income and wealth. Businesses need to reach out beyond the existing pool of online consumers to fuel their growth, and they are increasingly open to new solutions to ensure that their target customers have access to credit to make purchases from them online. The widespread adoption and intensive use of the internet in China mean that there is more data on the behavior and preferences of consumers and borrowers than ever before. However, some businesses lack the financial expertise, and traditional financial institutions lack the internet expertise, to use this data to make credit decisions. That is where we come in. Our goal is to become an essential partner to both businesses and financial institutions in the online consumer finance market in China, a market which is expected to grow from RMB1.1 trillion (US$0.2 trillion) in 2017 to RMB3.5 trillion (US$0.6 trillion) in 2022, representing a CAGR of 26.8%, according to Oliver Wyman. By positioning ourselves as an independent platform that meets the needs of both sides, namely, the businesses whose customers need credit and the financial institutions that have the means to extend them credit but are unable to connect with them. We believe that we can both enable and benefit from this massive growth potential, and our leading position in this space gives us a significant competitive advantage in achieving our goals.

Diverse and Broad Network of Partners with Powerful Network Effects

We are rapidly expanding the scale of our open platform and building a valuable, diverse and broad network of both business and financial partners. We have built up a powerful network of 179 business partners as of March 31, 2018 across a wide range of verticals including online travel, e-commerce, telecommunications, online education, SaaS platform, financial technology, internet search, and online classifieds and listings. We also have 81 financial partners as of March 31, 2018, including an online consumer finance platform, banks, consumer finance companies, private equity firms, trust companies and asset managers. Due to its scale and diversity, our platform generates and accumulates a large amount of data from various sources which we process and analyze in order to improve the effectiveness of our models and enhance the performance of our solutions. Furthermore, the economies of scale that we are able to achieve allow us to offer our solutions in a cost-effective manner. The network effects resulting from the growth in scale and diversity of our platform enable us to offer better financial solutions to our partners and produce a better user experience for end users.

Comprehensive and Integrated Financial Solutions

We offer lending, wealth management and insurance solutions that are tailored to the needs of our business and financial partners. We implement these solutions through a comprehensive set of modules and tools supported by our robust proprietary technology and dedicated technology team. These modules can be customized in different configurations to produce standalone or end-to-end financial solutions across the value chain, as needed. Our point-of-sale installment, personal installment and business installment lending solutions start with traffic router, data aggregation, risk management and modeling, credit pricing and credit strategy, funding router and independent credit assessment, and they extend to the post-loan period to include customer service, funding management, repayment

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management and loan servicing modules. Our wealth management solutions include fund aggregation and trade clearing, user assessment and modeling, portfolio construction and transaction optimization. These financial solutions can be seamlessly integrated with the operations and systems of our business partners and financial partners through application programming interfaces, or APIs, and software development kits, or SDKs. Our insurance solution enables our partners to offer and distribute insurance products either under our Myfin brand or as a white label solution. Our partners can adopt our solutions to provide financial services either as a white-label solution co-branding or under our own brand, allowing them to leverage our expertise while focusing on their own core business. We focus on these two principles of customization and integration to build a loyal partner base.

Scalable and Robust Technology Infrastructure and Strong Technology Team

Our scalable and reliable technology infrastructure incorporates cloud computing, big data analytics and artificial intelligence, all of which are central to every aspect of our operations and solutions. The proprietary credit assessment engine we built consists of Data Lake (data warehouse), Data Service Bus (highly scalable external data querying and feature engineering system), and our advanced risk assessment and credit assessment engine, which is an advanced credit scoring and risk policy engine based on machine learning and artificial intelligence. Our advanced technology infrastructure also offers exceptional connectivity and adaptability via APIs and SDKs for our partners to integrate our solutions with their own systems, which in turn enables us to improve our operating efficiency and rapidly scale our network of partners. With our strong and growing team of 199 technology employees as of March 31, 2018, accounting for 47% of our total employees as of that date, we can adapt our flexible and open technology infrastructure through our various technology modules to meet the different needs and specific requirements of our business and financial partners at low incremental cost.

Advanced and Dynamic Risk Assessment Capability with Proven Performance

Our holistic credit assessment engine evaluates both fraud and credit risks to automatically provide personalized, accurate and instant credit decisions and risk-based pricing. Our credit assessment engine utilizes over 10,000 data points and a series of different machine learning models to evaluate a single loan application, and we apply a rigorous test-and-learn pricing framework to produce risk-based pricing decisions to maximize value generation. In 2017, we processed over 21.3 million loan applications and facilitated a total of RMB15.2 billion (US$2.4 billion) in loans. The combination of our advanced credit assessment engine and Data Lake enables us to yield decision and pricing in most cases within seconds with no manual intervention. Data Lake is a dynamic data pool that is constantly evolving with increasing credit bureau data, transactional, behavioral and demographic data accumulated on our platform and additional data accessed from the platforms of third parties. It is able to source, aggregate, process and analyze voluminous structured and unstructured data from over 50 internal and external data sources in multiple formats. We apply big data analytics and machine learning technologies to the entire value chain of consumer finance, from the credit decision to the payment channel to collection services. We believe that our dynamic risk assessment is very effective, as evidenced by the performance of the loans we have facilitated, using 90-day delinquency rates. In addition, our credit assessment engine can also be installed in our financial partners' systems to support them in making their own final credit decisions.

Entrepreneurial Management Team with Exceptional Breadth of Experience

Our management team has held various senior positions with both traditional financial institutions and large internet corporations. Mr. Wei Wei, who is our chief executive officer and director, has over 15 years of experience in the information technology industry. Prior to founding our predecessor, Mr. Wei founded Innovation Technology Corp., a telecommunications service provider. Ms. Jing Zhou, the president and a director of our company, has over 16 years of retail banking experience, including

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more than 8 years' experience with credit products at Standard Chartered Bank and more than 7 years' marketing, product and credit analysis experiences at Capital One. Our chief financial officer Mr. Steven Yuan Ning Sim was the vice president of finance at Sohu.com Inc. prior to joining us, and he has over 15 years of audit and financial management experience. Our management team's experience and vision have been highly instrumental in driving the ongoing growth and success of our business.

Our Strategies

We intend to achieve our goals by pursuing the following strategies:

Further Grow Our Network of Business Partners

We will seek to continue expanding into new industry verticals and increasing penetration in existing industry verticals to increase the number of our business partners. We plan to target new verticals in which potential business partners have large user bases. In existing verticals, we plan to further penetrate to those companies which we currently do not cover by leveraging our success in creating value for the industry leaders in those verticals.

Expand Our Network of Financial Partners

We plan to further expand our network of financial partners in order to add reliable and scalable funding sources and additional sources of revenues in new product and service areas. In particular, we will continue to diversify our network in terms of financial partners with different funding schemes. Our goal is to act as a pure financial solutions provider and minimize the credit risk we take on the loan products that we facilitate. We will also enhance our risk assessment and fund routing capabilities to provide optimal risk-adjusted pricing to Dumiao partners. In addition, we also plan to increase the number and diversity of wealth management and insurance financial partners in our network so as to increase the selection of financial products and services available through our wealth management solutions.

Deepen Relationships with Partners with Our Comprehensive Financial Solutions

We will continue to work closely with our business and financial partners to identify and explore additional value opportunities within their underlying user bases and help them better cater to the credit and investment needs of their users. In particular, we plan to further increase our penetration of the user bases of our business partners by offering more financial products and solutions, more value added services and better optimized terms. For example, we seek to provide personal installment loan solutions to business partners that currently utilize our point-of-sale solutions. In this way, we believe we can further capture and extend the lifetime value of the underlying end users for both ourselves and our partners.

Continue to Invest in Technology Infrastructure

We will continue to invest in technology, including artificial intelligence, cloud computing and big data technology. We plan to develop more advanced technologies that offer customized solutions to our business and financial partners in areas such as targeted user acquisition, user-friendly identity authentication, more dynamic pricing systems, fraud detection that evolves automatically over time and a more advanced credit scoring engine. We are developing more tools to supplement our solutions and attract and retain business and financial partners. We also intend to focus on improving our technology framework to be more efficient and scalable to prepare us for future business growth.

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Continue to Develop and Provide More Innovative Solutions

We plan to continue to develop and provide more innovative solutions through our Pintec R&D Lab. We have teams within the R&D Lab working on artificial intelligence, data source assessments and other projects of possible application to our business. In particular, we plan to develop more end-to-end wealth management and insurance solutions with enhanced capabilities in asset sourcing, product distribution and robo-advisory functions.

Expand into New Regions through Partnerships with Local Partners

We are looking into opportunities to expand our platform into regions outside of China where we can identify local partners to cooperate with us in adapting our business model to the local regulatory and business environment. We believe that our technology and capabilities are applicable outside the China market and that opportunities similar to those that have fueled our growth in China also exist in other parts of the world. We believe that our experience and track record in China will allow us to grow successfully overseas. We have already launched two such ventures. See "—International Expansion."

Our Network of Partners

We refer to those partners who provide access to end users as our business partners, and those partners who provide financial products as our financial partners. Partners that are financial partners in one context may be business partners in another. For example, a financial service provider that provides loans to consumers through our platform is a financial partner in that role, but the same financial service provider would also be a business partner if its customers registered on Hongdian to purchase wealth management products.

We are rapidly expanding the scale of our open platform and are building a valuable, diverse and broad network of both business and financial partners. Our platform combines diversity on both sides, enabling us to meet a wide range of needs and creating a strong network effect for our business and financial partners as well as for their users.

Our Business Partners

We have 179 business partners as of March 31, 2018, including both online and offline businesses and both consumer-facing and business-facing ones. We cover a wide range of industry verticals including online travel, e-commerce, telecommunications, online education, SaaS platform, financial technology, internet search, and online classifieds and listings. We provide point-of-sale lending solutions to 11 business partners, including Qunar, Ctrip, BestPay and Vip.com. In addition, we provide personal installment lending solutions to 140 business partners, including Qunar and 360 Finance, and SME lending solutions to 26 business partners. Since we launched our wealth management solutions in September 2015, we have provided wealth management solutions to 8 business partners, including Xiaomi, Anbang Finance and Minsheng Securities. Several of our partners have adopted multiple types of solutions, and as we deepen our relationships with our partners, we expect more of them to do so. The extent of our cooperation ranges from channel partnership and user acquisition to end-to-end full-service solutions. Because our business partners' end users constitute the pool of potential borrowers for the loans that we facilitate, we are selective in our choice of business partners in order to maintain quality and manage risk.

Our Financial Partners

We have 81 financial partners as of March 31, 2018. These include 7 point-of-sale solutions partners, 8 personal installment loan solutions partners, 1 business installment loan solutions partner and 67 wealth management partners.

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Lending solutions partners. Jimu Box provided substantially all of the financing for the personal and business installment loans and point-of-sale installment loans facilitated by our solutions in 2016 and a large majority of the funding in 2017. A second member of the Jimu Group, Jimu Micro Finance, also provides a small amount of financing for personal installment loans. Jimu Box is a peer-to-peer lending platform and Jimu Micro Finance is a licensed micro finance company. For our relationship with Jimu Box and the Jimu Group in general, see "Corporate History and Structure—Our Relationship with Jimu Group." We used a variety of means such as public asset-backed securities, trusts and other structured finance and direct lending to diversify our funding sources in 2017, and we intend to further diversify our funding sources by attracting more financial partners. CITIC Securities works with us on the issuance of public asset-backed securities for which the underlying assets are the receivables from point-of-sale installment loans. In June 2017, we successfully issued Dumiao-Qunar consumer finance asset-backed securities through the Shanghai Stock Exchange, which was one of the first public asset-backed securities issued by a technology service provider in the online consumer finance industry in China. We also work with financial partners such as Yunnan Trust and Orient Securities on trusts and other structured finance. Industrial Consumer Finance provides direct funding to borrowers for some of the loans that we facilitate.

We plan to continue to reduce our dependence on Jimu Group as a funding source by expanding our network of lending solutions partners, both in terms of number and type of entities.

The table below sets forth the funding from different types of financial partners for our lending solutions in terms of outstanding loans as at December 31, 2016 and 2017 and March 31, 2018:

	As at December 31,						As at March 31,

	2016		2017				2018
	RMB		RMB		US$		RMB		US$
	(in thousands)
Online consumer finance platform		1,453,432		4,742,261		756,029		4,336,675		691,368
Public asset-backed securities		—		256,643		40,915		263,394		41,991
Trusts and other structured finance		—		531,842		84,788		809,234		129,011
Non-structured direct funding		—		228,683		36,457		152,770		24,355
Unsecured general loan and others ⁽¹⁾		8,961		18,110		2,887		495,455		78,987

Total		1,462,393		5,777,539		921,076		6,057,528		965,712

(1): Others includes receivables held by Minheng before those receivables are funded by our financial partners and those receivables that have been delinquent within 90 days and repurchased by us but not yet written off.

Wealth management solutions partners. Our wealth management financial partners provide various mutual fund products and asset management products, accessible from our and our business partners' platforms. We enable our wealth management financial partners to distribute those products to the user bases of our business partners. Our 67 wealth management financial partners include such well-known names in China as Guangfa Asset Management, Guotai Asset Management and Penghua Fund Management. We distributed RMB447 million, RMB2,081 million (US$332 million), RMB406 million and RMB1,188 million (US$189 million) of wealth management products as measured by total value in 2016 and 2017 and in the first quarter of 2017 and 2018, respectively, by means of our wealth management solutions. We provide financial solutions that enable our financial partners to efficiently expand the scope of their products and services and extend them to a wider user base.

End Users

Most end users are the customers of our business partners who have borrowed loans, invested in wealth management products or purchased insurance products from our partners through one of the solutions that we provide to our partners. We also have a small number of end users who have come to

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us through word of mouth and access loans from our lending solutions partners through our own traffic entry points. We refer to those end users who borrow loans from our lending solutions partners utilizing one of our lending solutions as borrowers, and those end users who invest in financial products offered by our wealth management solutions partners utilizing our wealth management solutions as investors.

Borrowers

We facilitate loans by our lending solutions partners primarily to individuals. We apply advanced credit assessment models to profile loan applicants and allocate the approved cases to our lending solutions partners according to their risk appetite. Our lending solutions partners typically focus on serving the population segment with credit cards or eligible for credit cards since they have established credit records and good credit profiles. As of December 31, 2017, approximately 96.7% of the borrowers of personal installment loans who accessed our services through our own traffic entry points had credit cards. We are also expanding our lending solutions to help our lending solutions partners target SMEs and their owners. From our inception through March 31, 2018, we have facilitated a cumulative total of RMB23.9 billion (US$3.8 billion) in loans by our lending solutions partners. The cumulative number of borrowers who have utilized the solutions we provide to our lending solutions partners has grown to more than 3.8 million as of March 31, 2018.

A geographically diverse set of borrowers stretching across over 400 cities and counties in China has borrowed loans from our lending solutions partners using our solutions. The top three cities in terms of borrowers accounted for only approximately 5% of all such borrowers as of March 31, 2018. Approximately 21.0 million individuals have registered on our platform with their name, government-issued identification number and mobile phone number. According to the information provided to us by these individuals, approximately 48% are between the ages of 22 and 30 and another 26% are between the ages of 30 and 35.

Investors

We have experienced initial success in terms of both the number of investors and the investment amount per investor since we launched Hongdian and Polaris. As of March 31, 2018, over 168,000 cumulative retail investors on Hongdian and Polaris have made transactions on our platform, with an average amount under management of over RMB10,900 (US$1,738) per user.

Our Financial Solutions

We offer five types of solutions that are tailored to the needs of our business and financial partners: point-of-sale installment loan, personal installment loan, business installment loan, wealth management and insurance. These solutions and services in turn serve the credit needs and investment demands of our partners' users. We implement these solutions through a comprehensive set of modules that can be seamlessly integrated with the operations and systems of our business partners and financial partners through application programming interfaces, or APIs, and software development kits, or SDKs. Our partners can adopt our solutions to provide financial services as a white label solution, through co-branding or under our own brand, allowing them to leverage our expertise while focusing on their own core businesses.

Point-of-sale Financing Solutions

We offer point-of-sale financing solutions to our business partners on their platforms or on our own platform under the "Dumiao" brand.

Our point-of-sale financing solutions enable our business partners to make installment purchase loans available to their customers. Our point-of-sale lending solutions facilitate the purchase of online

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travel products and services such as air tickets and hotel room reservations on travel sites such as Qunar and Ctrip, consumer products on e-commerce websites such as Vip.com and Shefenqi, and mobile devices and services such as Bestpay provided to China Telecom's customers. Our business partners typically integrate our lending solutions in the payment stage of a transaction, offering end users installment payment options when they satisfy our pre-screening procedures and certain criteria stipulated by our business partners. An end user who selects the installment payment option is guided through the application process and can use the approved credit line to finance his purchase from our business partner. End users have the option to choose different combinations of terms which are agreed with our business partners, and our system will automatically calculate monthly payments and service fees. In 2016, 2017 and the first quarter of 2017 and 2018, the total volume of point-of-sale installment loans we facilitated was approximately RMB3.3 billion, RMB6.6 billion (US$1.1 billion), RMB1.2 billion and RMB1.1 billion (US$0.2 billion), respectively. Our point-of-sale lending solutions function as a virtual credit card featuring a one-month interest free period and flexible installment terms. We believe such features are attractive to end users and enhance user experience. The weighted average APR for point-of-sale installment loans outstanding more than a month was 11.9% of the principal amount in the first quarter of 2018. The application process of point-of-sale installment loan products are easy and simple, supported by intuitive user interface. The following are screenshots of the application process for Qunar point-of-sale installment loans:

Case study: Bestpay is a payment platform fully owned by China Telecom. China Telecom provides telecommunication services to approximately 265 million mobile subscribers in China as of March 31, 2018. We provide Bestpay with real-time automated point-of-sale installment loan solutions. Our cooperation with Bestpay starts offline at China Telecom's large network of sales outlets, where sales staff introduce our point-of-sale installment loan solutions to customers who purchase mobile phone handsets and subscribe to China Telecom mobile services. Customers then use the Bestpay mobile app to apply for point-of-sale installment loans online while at the sales outlets. Although Bestpay became our partner only relatively recently, we have experienced strong growth in loan facilitated for Bestpay customers. The first loan was drawn down by a Bestpay customer in February 2017, and by March 31, 2018, total cumulative borrowers was over 689,000 and cumulative loans facilitated had reached RMB643 million (US$103 million).

Personal Installment Loan Solutions

We offer personal installment loan solutions to our financial and business partners on our business partners' platforms or through our own traffic entry points. Our personal installment loan solutions enable our business partners to make unsecured personal credit available to their customers. All loans

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are funded by our lending solutions partners but end users access the loans through the mobile apps, websites or offline branches of our business partners or our own traffic entry points. We help our lending solutions partners determine the amount of the credit line for each customer based on the result of our credit assessment. The initial credit line is typically between RMB500 (US$80) and RMB50,000 (US$7,971) for loans that are approved online, but offline loans with initial credit lines as high as RMB200,000 (US$31,885) may be provided to some end users. As end users start building their credit history with us, they will gradually get access to higher credit lines and more favorable credit terms. Normally, each drawdown on the credit line must be individually approved, but we can provide solutions to our lending solutions partners that permit end users to draw down multiple loans without additional approval as long as the aggregate outstanding balance of the loans does not exceed the approved credit limit. The money is transferred to the user's bank account when the loan is drawn down. We charge our financial partners technical service fees. In 2016, approximately 575,000 customers were approved for personal installment loan credit lines with an average credit limit of approximately RMB6,800 (US$1,084) through solutions that we provided to lending solutions partners. The aggregate amount of credit lines approved was RMB4.1 billion and RMB25.8 billion (US$4.1 billion), and the amount outstanding was RMB998 million and RMB4.1 billion (US$654 million) as of December 31, 2016 and 2017, respectively. As of March 31, 2018, the aggregate amount of credit lines approved was RMB45.4 billion (US$7.2 billion), and the amount outstanding was RMB2.4 billion (US$0.4 billion).

Case Study: Qunar is a large mobile and online travel platform in China. Qunar has been our business partner for more than two years and is our largest business partner in terms of net revenue contribution. We began providing point-of-sale lending solutions to Qunar in September 2015. As our cooperation with Qunar deepened, we helped Qunar launch a personal installment loan product in October 2016 which is cross-sold to Qunar's point-of-sale installment loan customers. We share part of the technical service fee with Qunar. Loan volume facilitated has steadily increased since the launch of this product, both from previous borrowers of point-of-sale installment loans on Qunar's platform and from new borrowers. By March 31, 2018, our total cumulative end users for personal installment loans on Qunar's platform with approved credit lines had exceeded 2.2 million and our cumulative personal installment loans facilitated exceeded RMB4.4 billion (US$701 million).

Business Installment Loan Solutions

We offer business installment loan solutions to our business partners on their platforms or on our own platform under the "Dumiao" brand. Our business installment loan solutions enable our business partners to arrange financing for their customers. These business partners are typically online platforms that provide goods and services to sole proprietors and to small and medium enterprises (SMEs) and possess significant data about their customers which can inform credit assessment. These borrowers include both online merchants and owners of traditional enterprises in various industries such as manufacture, retail and wholesale, dining, transportation and other service industries. Such businesses usually have annual sales turnover up to RMB70 million (US$11 million). The loans are intended to be used for business purposes such as to expand operations, purchase inventory or meet day-to-day operational cash flow needs. The business installment loan products are unsecured and repayable in installments ranging from three months to twenty-four months, with loan size ranging from RMB1,000 (US$159) to RMB600,000 (US$95,654). Because we build our end-to-end solution and credit assessment system for business installment loans specifically to evaluate SME creditworthiness on the basis of Data Lake, an application is typically approved within 15 minutes, as compared to a few days or weeks by traditional financial institutions. The total volume of business installment loans we facilitated was approximately RMB117 million in 2016, RMB570 million (US$91 million) in 2017, and RMB271 million (US$43.2 million) in the first quarter of 2018.

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Case study: Shouqianba is one of the largest mobile payment service provides to China SME clients. Shouqianba provides mobile payment tools that aggregate QR codes for payment collection for Alipay, Tenpay, Unionpay and other wallets to approximately six hundred thousand SMEs in China as of March 31, 2018. The majority of their clients are small business owners in retail businesses such as restaurants, convenience stores, hair salons and pet shops, located across the country in various smaller cities in China. We provide Shouqianba with real-time business installment loan solutions, usually within 15 minutes. Shouqianba's users can apply for small business loans online through the Shouqianba mobile app. We pre-screen the users using a credit decision model that we built using a combination of business operating information from Shouqianba's platform and third party data that we acquired ourselves. We pay a service fee to Shouqianba. We started the cooperation with Shouqianba in September 2016 and have experienced strong growth in loans facilitated for Shouqianba clients since the second quarter of 2017. By March 31, 2018, we had achieved over 28,000 cumulative borrowers and cumulative loans facilitated over RMB556 million (US$89 million).

The table below sets forth certain information about the loans we have facilitated in 2017.

	Point-of-sale Installment Loans	Personal Installment Loans	Business Installment Loans

Loans facilitated	RMB6,574 million (US$1,048 million)	RMB8,040 million (US$1,282 million)	RMB570 million (US$91 million)
Outstanding loans as of December 31, 2017	RMB1,304 million (US$208 million)	RMB4,144 million (US$661 million)	RMB329 million (US$52 million)
Loan size	RMB500 to RMB30,000 (US$80 to US$4,783)	RMB500 to RMB200,000 ⁽¹⁾ (US$80 to US$31,885)	RMB1,000 to RMB600,000 (US$159 to US$95,654)
Average loan size ⁽²⁾	RMB561 (US$89)	RMB4,253 (US$678)	RMB28,551 (US$4,552)
Loan term	1 to 24 months	1 to 36 months ⁽³⁾	3 to 24 months
Average loan term ⁽⁴⁾	3.9 months	12.1 months	10.6 months
Weighted average APR ⁽⁵⁾	10.5%	24.6%	16.0%

(1): The loan size of personal installment loans originated online and offline is RMB500 (US$80) to RMB50,000 (US$7,971) and RMB20,000 (US$3,188) to RMB200,000 (US$31,885), respectively.
(2): Average loan size is calculated as the total amount of loans facilitated in the period divided by the total number of loans facilitated in the period.
(3): The loan term of personal installment loans originated online and offline is 1 to 24 months and 6 to 36 months, respectively.
(4): Average loan term is weighted by loan origination amount for each loan originated in the period.
(5): APR is the annualized percentage rate of all-in interest costs and fees to the borrower over the net proceeds received by the borrower. Weighted average APR is weighted by loan origination amount for each loan originated in the period. We do not charge any interest fees to customers who select a one-month loan term for our point-of-sale installment loans and these loans are excluded from the calculation of weighted average APR for point-of-sale installment loans.

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The table below sets forth certain information about the loans we have facilitated in the first quarter of 2018.

	Point-of-sale Installment Loans	Personal Installment Loans	Business Installment Loans

Loans facilitated	RMB1,126 million (US$180 million)	RMB2,366 million (US$377 million)	RMB271 million (US$43 million)
Outstanding loans as of March 31, 2018	RMB1,084 million (US$173 million)	RMB4,564 million (US$728 million)	RMB409 million (US$65 million)
Loan size	RMB500 to RMB30,000	RMB1,000 to RMB200,000 ⁽¹⁾	RMB1,000 to RMB600,000
	(US$80 to US$4,783)	(US$159 to US$31,885)	(US$159 to US$95,654)
Average loan size ⁽²⁾	RMB603	RMB8,052	RMB23,500
	(US$96)	(US$1,284)	(US$3,746)
Loan term	1 to 24 months	1 to 36 months ⁽³⁾	3 to 24 months
Average loan term ⁽⁴⁾	6.8 months	14.0 months	10.0 months
Weighted average APR ⁽⁵⁾	11.9%	27.1%	16.7%

(1): The loan size of personal installment loans originated online and offline is RMB1,000 (US$159) to RMB50,000 (US$7,971) and RMB20,000 (US$3,188) to RMB200,000 (US$31,885), respectively.
(2): Average loan size is calculated as the total amount of loans facilitated in the period divided by the total number of loans facilitated in the period.
(3): The loan term of personal installment loans originated online and offline is 1 to 24 months and 6 to 36 months, respectively.
(4): Average loan term is weighted by loan origination amount for each loan originated in the period.
(5): APR is the annualized percentage rate of all-in interest costs and fees to the borrower over the net proceeds received by the borrower. Weighted average APR is weighted by loan origination amount for each loan originated in the period. We do not charge any interest fees to customers who select a one-month loan term for our point-of-sale installment loans and these loans are excluded from the calculation of weighted average APR for point-of-sale installment loans.

Wealth Management Solutions

Our wealth management solutions include asset sourcing, product distribution and robo-advisory modules.

Hongdian fund distribution solution. Our Hongdian solution enables our partners to offer and distribute mutual fund products to their customers, either under our Hongdian brand or as a white label solution. Registered end users can select a variety of mutual fund products through our platform's website and mobile applications or our partners' platforms, which are sourced from our financial partners. All of the mutual fund products that are available to retail investors on Hongdian are publicly listed for trading in China and are regulated by the CSRC. As of March 31, 2018, we have partnered with 67 fund management companies and listed over 2,600 different mutual fund products on Hongdian. We directly charge end users subscription fees, and share a certain percentage of the subscription fees, redemption fees, conversion fees, sales service fees and customer maintenance fees charged to end users by our financial partners. We operate Hongdian through Beijing Hongdian Fund Distributor Co., Ltd., our variable interest entity, which possesses a brokerage license to conduct an investment fund sales business. See "Regulations—Regulations Relating to Fund Sales Business."

Polaris robo-advisory solution. We offer robo-advisory solutions under our Polaris brand to both financial partners and business partners, which they leverage to offer robo-advisory services to their customers. These solutions utilize assets both from Hongdian and from our partners.

We customize our robo-advisory services to the specific requirements of our business partners, such as risk-return parameters, asset allocation strategies, product offering mix, and target customer base and related specifics. These requirements are factored into the product and service designs and a customized wealth management solution for a particular business partner is designed and implemented. The assets are provided by the financial partners. Wealth management services are personalized for

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each retail investor through a similar process. By implementing wealth management solutions for a variety of different types of business partners, we can effectively leverage our business partners' presence in different business segments to enable our financial partners to connect to users that they would otherwise be unable to reach effectively. See "—Our Modules and Transaction Process—Wealth Management Solution Modules" for descriptions of user assessment and portfolio construction approach.

Case study: Minsheng Securities is a comprehensive securities company in China. In recent years, Minsheng Securities has increased its investment in financial technology and actively deployed a wealth management business. In order to meet the growing demand for global asset allocation in China, we have partnered with Minsheng Securities to develop a pilot cooperation model that is tailored for the securities industry. We have provided technical and support services for this project, which enables institutions to meet regulatory compliance requirements through technical services. We provide Minsheng Securities with robo-advisory solutions through Polaris that fit into the gap in their current product offerings. We charge a service fee for the technology services provided during the cooperative period. Both parties share the same target of serving more end users, both in terms of business volume for Minsheng Securities and in terms of the scale of technology services that we provide. Minsheng's robo-advisor service was officially launched in September, 2017. By March 31, 2018, the cooperation had 4,725 end users, with 1,886 who already invested, and a total subscription volume of over RMB79.4 million (US$12.7 million).

Leveraging big data analytics and machine learning capabilities, we continually refine our algorithms to evaluate the performance of the underlying financial assets in light of the applicable investment goals. Therefore, we are able to respond to changes in the market and adjust investment portfolios through target portfolio construction and advanced risk management techniques for end users either directly or through our business partners.

We charge investment management fees and portfolio rebalancing fees to users. We have facilitated transactions for over 168,000 cumulative unique investors through our wealth management solutions with a cumulative transaction amount of RMB3.7 billion (US$590 million).

Insurance Solutions

Myfin insurance solution. Our Myfin solution enables our partners to offer and distribute insurance products to users of our Dumiao App either under our Myfin brand or as a white label solution. We are still in the early stages of developing this business. We operate Myfin through our variable interest entity Myfin Insurance Broker Co., Ltd., a subsidiary of which possesses an insurance brokerage license. See "Regulations—Regulations Relating to Insurance Brokerages."

Value Added Tools

We provide value added tools to our business partners and financial partners to enable them to quickly deploy our solutions, monitor and evaluate performance and scale their business. We have pre-designed and ready-to-use mobile product templates that could be seamlessly integrated their existing ecosystem and product features. They can also be customized to account for a variety of factors, such as consumption scenarios and target customers, to ensure a smooth application process and superior user experience for the users. In 2017, we launched our online traffic management tools, or "rockets", to crowdsource and feed user traffic into our lending and wealth management solutions through social network promotions by our "rocket stars," agents incentivized to refer prospective applicants to our platform. It has since become an important tool to reach potential end users. With our big data analytics capabilities, we offer digital marketing tools to our business and financial partners to precisely target users, implement intelligent digital marketing activities and increase marketing efficiencies and effectiveness. Our real time monitoring tools provide comprehensive yet highly visualized performance monitoring interface. We track liquidity and risk performance of loan applications and loan portfolio, as

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well as general business operation data, and present the information in a simple and transparent way to our partners.

Our Modules and Transaction Process

Modules for POS Installment Loan, Personal Installment Loan and Business Installment Loan Solutions

Our modules cover every step of the loan transaction process, providing seamless integrated solutions to our business partners and a superior experience to end users. We are able to provide customized combinations and configurations of these modules to cater to the specific needs of different business and financial partners.

Our proprietary credit assessment system backed by our continually growing credit database. Data Lake, and our sophisticated algorithms can quickly provide end users with a credit decision. We match borrowing requests with our financial partners in a smooth and efficient fashion, though our financial partners have the final decision as to whether they will approve the loan applications. Our service is provided in a seamless fashion to credit applicants and make it possible for customers who are approved for our credit lines to receive funds within 10 seconds following their applications, in the case of point-of-sale and personal installment loans, and 15 minutes, in the case of business installment loans. We believe these features are essential to meeting borrowers' financing needs.

•: Module 1: traffic router

We have a variety of access points to our services, including directly on our business and partners' platforms and through our Dumiao App and mobile website. Some of our business partners only have limited acquisition channels with high acquisition costs and are unable to accurately locate potential end users for point-of-sale installment loan services. Through our end user acquisition module, we analyze a variety of data and predicatively push service options to potential end users. Our customized interface and access point functionalities improve the user acquisition process by accurately identifying potential end users, increasing the conversion rate and lowering acquisition costs for our business partners.

•: Module 2: data aggregation and processing

Our partners often lack a comprehensive set of relevant data from reliable data sources for them to utilize in providing financial services and developing effective risk management. Through our proprietary Data Lake, we access and aggregate a wide variety of data from more than 50 data sources, including both traditional and non-traditional sources and types of data. We restructure and reorganize these data into our various data models for further processing, and they can be independently updated to support fast model iteration for our credit assessment system. We maintain multiple data sources to increase our data aggregation efficiency and lower data collection and sourcing cost. These data models could also be separately provided to our partners depending on their specific needs. We collect the following information for our credit assessment system:

•: basic personal background and demographic information, including name, ID, mobile number, bank card number, address, age, educational background, occupation and employment history;
•: third-party bureau data including credit history, application, overdue payments and blacklist information;
•: credit card and bankcard transactional information, including spending power and behavioral patterns;
•: transactional information from e-commerce websites and other data provided by our business partners, including spending power, transaction history and high-risk transactions;
•: other information on an end user's online behavior;
•: mobile device and carrier information and mobile data; and
•: for repeat end users, historical loan performance accumulated on our platform.

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•: Module 3: risk management modeling

Our risk management modeling module adopts a vigorous process of customer identification and anti-fraud detection, in which we match the application with data from both internal and external sources. Our sources of data on users include third-party credit ratings, blacklists, information on the user's patterns of communication, consumption, bank card usage and e-commerce purchases, information from the user's GPS and mobile devices, and the user's historical borrowing history and other information, all collected and aggregated through our data integration and aggregation module. We cross check the data through identification numbers, device IP addresses, application frequency and timing of application and compile a blacklist based on our assessment and public information. We customize our risk management measures to flexibly adapt to the needs of our partners, based on their business targets and product positioning.

•: Module 4: credit pricing and credit strategy

We utilize a rigorous pricing framework to produce risk-based pricing decisions while taking into account price sensitivity to maximize value generation. Our credit assessment system groups users on the basis of identification, education background, location, bankcard spending pattern, mobile information and other available information as well as our insights of similarly situated customers. On this basis, a credit line is assigned that could be drawn down by each end user approved by our credit assessment system, subject to the independent credit assessment process described below. More than 99% of all loan applications are handled and approved automatically.

•: Module 5: funding router

We connect to our financial partners' systems in real time. We analyze the various aspects of a loan request and the characteristics of the borrower, and allocate the funding needs to the most suitable funding source based on the risk-and-return parameters specified by our financial partners and other asset preferences.

•: Module 6: independent credit assessment

Our financial partners retain their independent credit assessment functions and screen the borrowers we refer to them through a final approval process. Borrowers not approved will be referred back to our platform and we aim to match these borrowers with other financial partners who have suitable risk appetite. Module 4 and module 6 constitute an integrated two-step credit assessment process that is fully compliant with the relevant regulatory requirements.

•: Module 7: customer service and maintenance

Our customer service operation efficiently handles questions from end users as well as from business partners about our financial solutions and modules. Our online customer service bots handle more than 70% of customer requests automatically. Our intelligent customer maintenance program predicts potential loss of a customer and automatically alerts our customer service team to engage in customer maintenance efforts. Our business partners can rely on us to provide high-quality customer service throughout the transaction process.

•: Module 8: repayment management

We cooperate with over a dozen payment service providers to provide efficient and stable payment services that cover all of the major Chinese banks. End users are able to select from multiple repayment options including autopay. Payments are automatically directed to the optimal payment route maintained by a particular payment service provider for a given payment option based on cost and stability.

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•: Module 9: loan servicing

We provide a comprehensive set of post-origination loan servicing solutions to our business partners, including loan collection. We have established a scoring model to determine the priorities of our collection efforts and collection process based on the level of delinquency, which dictates the level of collection steps taken. Our collection activities are highly automated, are accomplished through digital means such as payment reminder notifications in our app, reminder text messages, voice messages and e-mails and are supplemented by direct phone calls. To better focus on developing collection strategy and management and optimizing operational efficiency, we contract with third-party collection service providers which provide collection personnel to conduct all collection activities. However, they are under our close supervision and management and are equipped with the collection system and scoring model we develop. We carefully select these third-party contractors, establish guidelines and limitations on their collection actions, and take measures to enforce those guidelines and limitations.

Wealth Management Solution Modules

Our wealth management solutions include fund aggregation and trade clearing, end user assessment and modeling, portfolio construction, and transaction optimization modules.

•: Module 1: fund aggregation and trade clearing

We aggregate over 2,600 public mutual fund products from over 60 mutual fund asset management companies in our Hongdian trade clearing system that provide the users of our financial partners with a comprehensive selection of underlying assets. We are fully compliant with laws and regulations for trade clearing. In order to control risk of cash flow, cash is deposited in and monitored by China Minsheng Bank, and our trading system is provided by Shenzhen Jinzheng, a large financial IT system provider in China, to ensure professional and accurate transaction execution.

•: Module 2: user assessment and modeling

For individual investors using our Polaris platform or financial partners that use our proprietary robo-advisory services, we offer tailored portfolio recommendations through a customized investment decisioning process enabled through our user assessment and modeling module. We evaluate end users' risk tolerance on the basis of an investor questionnaire that they complete upon registration and update periodically over time.

•: Module 3: portfolio construction

Accurate and customized user assessment serves as the basis for individualized portfolio constructions. Depending on the user's risk tolerance, we offer and recommend one of five primary investment strategies ranging from very conservative to very aggressive and construct an investment portfolio for a particular user to achieve target risk-adjusted returns within the specified risk parameters. Using our Polaris algorithm, we select the products offered by our financial partners through our different business partners and construct them into globally diversified portfolios tailored to each user's needs. Utilizing our sophisticated proprietary algorithms in both investment strategy and transaction optimization, our robo-advisory technology not only provides an automated recommendation for the initial asset allocation to the user based on an assessment of the individual's risk appetite but also recommends rebalancing of investment portfolios to end users and will execute rebalancing if the user specifically approves the rebalancing or does not reject it within a certain period of time.

In addition, by configuring and customizing our robo-advisory technological capabilities, we are able to provide our robo-advisory services as a comprehensive end-to-end solution engine to our financial partners. In this respect, we cater to the specific needs of our financial partners, taking into account their overall business strategy and target customer segments. Financial partners have their own

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investment model to make independent decisions after we provide investment recommendations. With the depth of the customer data that we have accumulated directly from our financial partners and our ability to use big data technologies to gain insights into that data, our algorithms create personalized asset allocations within the risk and return parameters specified by our financial partners, and significantly streamlined their internal decisioning process.

•: Module 4: transaction optimization

Our Hongdian platform comprises a significant portion of all the available mutual funds in the domestic market in China and provides a one-stop shopping portal for mutual fund products. It streamlines the transaction process and lowers transaction costs for both investors and our financial partners. Polaris, on the other hand, structures and packages different underlying investment assets and achieves diversification for investors at a lower cost than traditional wealth managers. Leveraging our sourcing capabilities and our distribution channels, we establish connections between our financial partners and investors to facilitate a more efficient transaction process.

Insurance Solution Modules

Our insurance solution modules include a smart product recommendation module that offers comprehensive product recommendations to clients of insurance partners with low cost, scalable operation, and easy access, and a customization and innovation module that helps business partners bring customized and innovative insurance solutions to market.

Risk Management

We have an advanced and customized risk management capability driven by our proprietary credit approval engine and strong risk management expertise. We believe that our strength in risk management is one of the key competitive advantages that enable us to prevent fraud and provide effective and efficient credit assessment service to our business partners as well as their target customer cohort. This approach provides for extremely high levels of automation in the underwriting process and has a proven track record of stable credit performance. Our risk grading, risk-based pricing and credit limit strategies improve our business and financial performance by controlling overall risk in line with financial partner's risk appetite.

We provide end-to-end risk management solutions for the entire lending process from fraud detection and credit assessment through account management and collection services. Pre-loan risk management is based on an automated fraud detection and credit risk assessment process that utilizes multiple sources of data and modular modeling techniques, with real-time collection, cleaning and arrangement of data, to carry out a modeling assessment and produce a credit decision. During and after the term of the loan, our quantitative modeling tools raise the efficiency of our account management and collection based on our rating of the user's activity. Real-time risk modeling and control and rapid refresh capability help ensure that we are able to quickly react and adjust to changes in risk.

Our Fraud Detection and Prevention Mechanism

We are well equipped to detect sophisticated fraudulent activities. We maintain a fraud-related database within Data Lake consisting of data sourced internally and from our partners, including a comprehensive blacklist based on our own assessment and publicly available information. During the initial application process and throughout the transaction life-cycle, we cross-check data such as individual identification numbers, device IP addresses, application frequency and timing of applications. We also utilize social network analysis to uncover potential fraud schemes. We consistently fine tune our anti-fraud rules and blacklist rules by leveraging our sophisticated big data analytics and by

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analyzing fraud cases and the massive amount of data we have accumulated. We have not experienced any significant third party fraudulent losses from our platforms as of the date of this prospectus.

Our Proprietary Credit Assessment Process

Our credit assessment process utilizes sophisticated algorithms and credit assessment models. Our credit assessment engine utilizes over 10,000 data points and a series of different machine learning models to evaluate a single loan application, and we apply a rigorous test-and-learn pricing framework to produce risk-based pricing decisions to maximize value generation. Our credit assessment groups end users on the basis of identification, education background, location, bankcard spending pattern, mobile information and other available information as well as our insights of similarly situated customers. Our newly acquired end users share similar risk profiles and certain key group or risk characters which we believe adequately account for a majority of their credit risks. We analyze end users' credit history with us and with financial institutions, their employment and income information, and other data we have accumulated. We also continue to track the performance of repayment of the loan for future reference. Based on the assessment results, our credit assessment engine assigns a credit risk level from 1 to 5 to each prospective customer. We are in the process of increasing the credit lines that may be available to our customers and may have additional levels with higher credit lines for prospective customers. We cooperate with third parties such as data providers in the credit assessment process.

Credit Performance

Our risk management approach has proven to be highly effective, as evidenced by the performance of various loan vintages originated through our platform over time.

We define delinquency rate as outstanding principal balance of loans that were from 16 to 30 calendar days, from 31 to 60 calendar days and from 61 to 90 calendar days past due as a percentage of the total outstanding principal balance of the loans as of a specific date. Loans that are delinquent for more than 90 days are charged off. The following table provides our delinquency rates for all loans we facilitated as of December 31, 2016 and 2017 and as of March 31, 2018, including both on-balance sheet loans and off-balance sheet loans:

	Delinquent for

	16 - 30 days			31 - 60 days			61 - 90 days
December 31, 2016		0.47	%		0.76	%		0.63	%
December 31, 2017		1.11	%		1.02	%		0.74	%
March 31, 2018		0.97	%		1.95	%		1.81	%

We experienced an increase in delinquency rates at the 31 to 60 day and 61 to 90 day levels in the first quarter of 2018 due primarily to an industry-wide increase in default rates that also affected our company. Recent government initiatives such as Circular 141 and Circular 57, both of which were released in December 2017, fostered negative publicity about the industry that contributed to higher delinquency rates. In line with industry practice, we exercise greater restraint in collection efforts around the Chinese New Year holidays, which also contributes to higher delinquency rates during the first quarter of the year.

The M3+ delinquency rate by vintage with respect to loans facilitated during a specified time period, which we refer to as a vintage, is defined as the difference between (i) the total balance of outstanding principal of loans that become over three months delinquent during a specified period, and (ii) the total amount of recovered past due payments of principal in the same period with respect to all loans in the same vintage that have ever become over three months delinquent, divided by (iii) the total initial principal of the loans facilitated in such vintage.

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The following charts show the M3+ delinquency rates by vintage for point-of-sale and personal installment loans that we have facilitated, including both on-balance sheet and off-balance sheet loans. Our point-of-sale installment loans consistently had M3+ delinquency rates by vintage below 1.5%.

M3+ delinquency rate by vintage for point-of-sale installment loans

M3+ delinquency rate by vintage for personal installment loans

Risk Management Team

We have established strong risk management expertise with nine independent risk management functions spanning functions such as audit, regulatory compliance and risk management research and development. Our management team has significant experience in the credit industry with expertise in risk management, fraud detection and prevention, and data analytics. We have also built risk management-related performance metrics into our business unit and employee review procedures.

Technology

The success of our business depends on our strong technological capabilities that support us in delivering innovative and effective financial solutions to our partners, providing a seamless user experience, making accurate credit assessments, protecting information and increasing our operational efficiency. Diversified data collection and aggregation and robust credit assessment through advanced

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technologies have strengthened our risk management capability, creating value for our business and financial partners.

The entire loan underwriting procedure, including application, verification, authorization, granting credit, signing an agreement, releasing the funds and collecting repayment, can be completed automatically without human intervention for a substantial majority of our loan applications. Our user-friendly interactive interface ensures that the user can complete the entire loan application and loan repayment process by himself. Highly optimized stream computing methods for data reporting, retrieval and indexing allow the entire loan application and credit approval procedure to be completed within 10 seconds for a majority of our loan applications. Our management system provides completely automatic control and routing of application volume, data reporting and retrieval volume, indexing distribution, approval amount, credit grade distribution, loan disbursement amounts and loan repayment amounts and ensures the healthy and stable operation of the system.

R&D Lab

Our R&D lab is the source of our continued innovations. It not only supports our existing business and enhances our product and service offerings, but also incubates new technological and business initiatives that allow us to continue to evolve and stay ahead of the competition. We have teams within the R&D Lab working on artificial intelligence, data source assessments and other projects of possible application to our business.

Our R&D lab is empowered by a team of experienced engineers dedicated to research and development. As of March 31, 2018, we have 199 technology employees, representing 47% of our total employees. Our engineers are based in our headquarters in Beijing. We recruit most of our engineers from prestigious universities and hire experienced laterals from well-established internet and software companies. We compete aggressively for engineering talent to help us address challenges and maintain our technology advantages over our competitors. We invest significantly in research and development. In 2017, we incurred RMB71.5 million (US$11.0 million) in research and development expenses, primarily of salaries and benefits (including share-based compensation) for our research and development team.

Big Data Analytics

We have developed a proprietary big data database, which we call Data Lake, which drives our advanced risk assessment and our credit assessment engine. Data Lake is a dynamic data pool that is constantly evolving with increasing credit bureau data, transactional data, behavioral data, social data and demographic data accumulated on our platform and additional data accessed from third parties. Our extensive database has over 10,000 variables for users, covering a wide range of information pertinent to a user's creditworthiness. By tapping into the ecosystems of our partners, we have accumulated a large amount of data that has been authorized and released by users. We also source, aggregate, process and analyze voluminous structured and unstructured data from over 50 internal and external data sources in multiple formats, including credit assessment agencies, payment companies, e-commerce platforms and mobile carriers.

Our strong data-mining capabilities, which we believe differentiate us from many other players in the online consumer finance platform market, also enable us to collect a large amount of data concerning prospective customers. We apply big data analytics and machine learning to the entire value chain of consumer finance, from credit decision to payment channel to collection services. Leveraging our research and development team, we have developed a number of proprietary automated programs that are capable of searching, aggregating and processing massive amounts of data from the internet in a short period of time. New analytical methods allow us to process these large amounts of untapped data, for example through statistical modelling of past behaviors and patterns.

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We value data privacy of users and have stringent data protection and retention policies. We do not share end users' data with third parties without end users' prior consent.

Artificial Intelligence and Machine Learning

Technology has revolutionized the way that financial services are provided, particularly through the application of advanced artificial intelligence. We apply our artificial intelligence technology in multiple areas, such as fraud detection, credit risk pricing and asset allocation, which leads to improved operational efficiencies and enables us to provide significant value to our partners.

Most significantly, we have integrated a variety of advanced analytical and modelling techniques into our risk management and credit assessment systems by applying artificial intelligence, including machine learning. For example, we make use of social network analysis techniques to discover connections between loan applicants and known or suspected fraud rings and leverage the special characteristics of social networks in our anti-fraud and risk management models to reduce the rate of fraud. We have constructed a real-time online dynamic risk modelling system which, compared to the traditional credit score card technology, is able to implement continual updates to our automated models based on the newest risk metrics, and at the same time implement mechanical learning algorithms online, and based on the real-time results of the model, automatically distribute application volume and ensure the stability and highly efficient operation of the model, and timely and reliably control risk. Building on our modelling technology, we carry out automatic clustering based on differences in the user's personal characteristics, and we use different collections of characteristics between clusters to construct mechanical learning models to determine user risk and greatly raise the predictive power of the risk management model.

The robo-advisory services for our wealth management solutions are also based on machine learning technologies. We adopt modern portfolio theory as the main allocation methodology and use a supervised learning method to estimate market return. Machine learning regression algorithms are used to forecast future prices and therefore market return within a defined time period, while market condition classification algorithms classify the market along a spectrum of bullishness and bearishness. Market risk is measured by an estimated covariance matrix. Our algorithms link investor characteristics including risk preference, life cycle stage, and source of income to investment constraints for true personalization. Rebalancing decisions are made dynamically as inputs change.

Our Cloud-based Infrastructure

We depend on cloud-based services for computing power for our customer-facing systems and services. Cloud-based technology allows us to process large amounts of complicated data in-house, which significantly reduces cost and improves operational efficiency. Our business is growing at a tremendous pace and we need to scale up services to fit our needs and customize the applications that we use. Our cloud-based services allow us to maintain flexibility in managing our IT resources with improved manageability and less maintenance, so that we can more rapidly adjust resources to meet any fluctuating or unpredictable business demand.

Our system is highly secure. Our systems infrastructure is hosted in data centers located in different locations in China. We maintain redundancy through a real-time multi-layer data backup system to ensure the reliability of our network. Our in-house developed security system analyzes and predicts malicious attacks. The response time of our cloud system has been shortened to within one second, resulting in enhanced responsiveness to any challenges or attacks. Our platform adopts modular architecture that consists of multiple connected components, each of which can be separately upgraded and replaced without compromising the functioning of other components. This makes our platform both highly reliable and scalable. We have developed a business continuity plan and have implemented

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a disaster recovery program, which enables us to move operations to a back-up data center in the event of a catastrophe.

We are capable of completing reconciliation on a daily basis on our cloud-based platform and we have never experienced data loss as of the date of this prospectus.

Business Development

Our "Dumiao" brand is widely recognized by major potential business and financial partners for financial solutions in consumer lending in China, and our "Polaris" brand similarly for wealth management solutions. Our partners can adopt our solutions to provide financial services to their users, allowing them to leverage our expertise while focusing on their own core businesses. We believe that our strong brand recognition and proven track record will enable us to build a large and loyal partner base with a high retention rate. We employ a variety of marketing methods to promote our image as a reliable independent open platform.

We have built a sales and marketing team with extensive experience in both the financial service and internet industries. This team is dedicated to establishing long-term relationships with our business and financial partners. We work closely with our business and financial partners to gain insights into the competitive dynamics of the industry and to identify new market opportunities. With our understanding of their needs, we are able to offer customized services and solutions. We also utilize our proprietary data analytical capabilities to conduct cost-efficient marketing.

We have sales and marketing personnel based both at our headquarters in Beijing and at our regional offices in Shanghai, Shenzhen and Chengdu. This allows our sales and marketing team to remain in close contact with the research and development team and operations team at our headquarters to align our sales and business development strategies. The sales personnel at our regional offices have direct contact with our business partners to better understand their needs and requirements and thereby develop and strengthen our cooperation. We have both online and offline sales and marketing teams and our offline sales and marketing team has been instrumental in the development of our business loan solutions.

International Expansion

Competition

Online consumer finance, wealth management and insurance are emerging industries in China. We enable our business and financial partners to provide innovative consumer finance, wealth management and insurance services to their customers. With respect to consumer finance enablement, Baidu Finance shares a similar business model with us where it provides technology enablement services to business partners and financial partners, and we compete with respect to acquiring partners and customers. Some independent platforms also provide such enablement services to partners as one segment of their business. With respect to wealth management and robo-advisory enablement, we compete with companies such as Yingmi.cn and Clipper Advisor. We also compete across consumer finance, wealth management and insurance with platforms affiliated with major internet companies and business ecosystems in China, such as Webank, Ant Financial, JD Finance and Ping An One Connect. In addition, our business and financial partners may develop their own in-house capabilities that compete

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with the services we currently provide. Some of our larger competitors have substantially broader product or service offerings and greater financial resources to support their spending on sales and marketing. We believe that our ability to compete effectively for business partners, financial partners and end users depends on many factors, including the variety of our modules and solutions, the diversity of our products, user experience with our solutions, the effectiveness of our risk management and the strength the partnership with our financial and business partners.

Furthermore, as our business continues to grow rapidly, we face significant competition for highly skilled personnel, including management, engineers, product managers and risk management personnel. The success of our growth strategy depends in part on our ability to retain existing personnel and add additional highly skilled employees.

Intellectual Property

We seek to protect our proprietary technology, including our risk management technologies and technology infrastructure, through a combination of patent, copyright, trademark and trade secret laws and restrictions on disclosure by confidentiality and non-compete agreements. We have applied for five patents and have registered 39 copyrights with the PRC National Copyright Administration. We have five registered domain names, including pintec.com , idumiao.com , ixuanji.com and hongdianfund.com . As of the date of this prospectus, we had 22 registered trademarks, including the Chinese name for Dumiao, Hongdian, Myfin and Pintec and we have applied for 34 additional trademarks in China.

We intend to protect our technology and proprietary rights vigorously, but there can be no assurance that our efforts will be successful in every circumstance. Even successful efforts to defend our rights, including resorting to litigation, may incur significant costs. In addition, third parties may initiate litigation against us alleging infringement of their intellectual property or seeking to declare non-infringement of our intellectual property. See "Risk Factors—Risks Related to Our Business—We may not be able to prevent others from unauthorized use of our intellectual property, which could harm our business and competitive position" and "—We may be subject to intellectual property infringement claims, which may be expensive to defend and may disrupt our business and operations."

Employees

As of March 31, 2018, we had 420 employees, which included 315 in Beijing, 60 in Shanghai, 34 in Shenzhen and 11 in Chengdu. The following table sets forth the numbers of our employees categorized by function as of March 31, 2018.

	As of March 31, 2018

	Number		% of Total Employees
Functions:
Research and development		119		28	%
Risk management		30		7	%
Products development and operations		61		15	%
Business development		101		24	%
Marketing		20		5	%
General and administrative		89		21	%

Total number of employees		420		100	%

As required by laws and regulations in China, we participate in various employee social security plans that are organized by municipal and provincial governments, including, among other things, housing, pension, medical insurance and unemployment insurance. We are required under PRC law to

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make contributions to employee benefit plans at specified percentages of the salaries, bonuses and certain allowances of our employees, up to a maximum amount specified by the local government from time to time.

We typically enter into standard employment and confidentiality agreements with our senior management and core personnel. These contracts include a standard non-compete covenant that prohibits the employee from competing with us, directly or indirectly, during his or her employment and for 12 months after the termination of the employment, provided that we pay compensation equal to half a month's salary.

We maintain a good working relationship with our employees, and we have not experienced any material labor disputes. None of our employees are represented by labor unions.

Facilities

Our corporate headquarters are located in Beijing, China, where we lease office space with an area of approximately 3,768 square meters as of the date of this prospectus. We also lease office space in three other locations in China, with an aggregate area of approximately 628 square meters. We lease our premises from unrelated third parties under operating lease agreements. The lease term varies from 12 to 30 months. Our servers are primarily hosted at internet data centers owned by major domestic internet data center providers. We believe that our existing facilities are generally adequate to meet our current needs, but we expect to seek additional space as needed to accommodate future growth.

Insurance

We maintain property insurance policies covering certain equipment and other property that is essential to our business operations to safeguard against risks and unexpected events. We also provide social security insurance, including pension insurance, unemployment insurance, work-related injury insurance and medical insurance, for our employees. We do not maintain business interruption insurance or general third-party liability insurance, nor do we maintain product liability insurance or key-man insurance. We consider our insurance coverage to be sufficient for our business operations in China.

Legal Proceedings

We are currently not a party to any material legal or administrative proceedings. We may from time to time be subject to various legal or administrative claims and proceedings arising in the ordinary course of business. Litigation or any other legal or administrative proceeding, regardless of the outcome, is likely to result in substantial cost and diversion of our resources, including our management's time and attention.

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PRC REGULATION

This section sets forth a summary of the most significant laws, rules and regulations that affect our business activities in the PRC and our shareholders' rights to receive dividends and other distributions from us.

Regulations Relating to Foreign Investment

The Proposed PRC Foreign Investment Law

In 2015, the Ministry of Commerce published a discussion draft of a proposed Foreign Investment Law for public review and comments. Among other things, the proposed Foreign Investment Law would introduce the principle of "actual control" in determining whether a company is considered a foreign-invested enterprise. The proposed Foreign Investment Law provides that entities established in China but "controlled" by foreign investors will be treated as foreign-invested enterprises. In this connection, "control" is broadly defined in the proposed Foreign Investment Law to cover any of the following: (i) holding 50% or more of the voting rights of the subject entity; (ii) holding less than 50% of the voting rights of the subject entity but having the power to secure at least 50% of the seats on the board or other equivalent decision-making bodies, or having the voting power to exert material influence on the board, the shareholders' meeting or other equivalent decision-making bodies; or (iii) having the power to exert decisive influence, via contractual or trust arrangements, over the subject entity's operations, financial matters or other key aspects of its business operations. Once an entity is determined to be a foreign-invested enterprise and its investment amount exceeds certain thresholds or its business operation falls within the "catalog of special management measures" proposed to be separately issued by the State Council in the future, market entry clearance by the Ministry of Commerce or its local counterparts would be required. According to the proposed Foreign Investment Law, variable interest entities would also be deemed to be foreign-invested enterprises, if they are ultimately "controlled" by foreign investors, and be subject to restrictions on foreign investments. However, the proposed Foreign Investment Law has not taken a position on what actions will be taken with respect to existing companies with "variable interest entity" structures, whether or not these companies are controlled by Chinese parties.

The proposed Foreign Investment Law would impose security review requirements whereby all foreign investments that jeopardize or may jeopardize national security must be reviewed and approved in accordance with security review procedures. In addition, the proposed Foreign Investment Law would impose stringent ad hoc and periodic information reporting requirements on foreign investors and foreign-invested enterprises. Aside from investment implementation reports and investment amendment reports that would be required at each investment and alteration of investment specifics, an annual report would be mandatory, and quarterly reports would be required for large foreign investors meeting certain criteria. Any company found to be non-compliant with these information reporting requirements would potentially be subject to fines and/or administrative or criminal liabilities, and the persons directly responsible for non-compliance would be subject to criminal liability.

It is still uncertain when or whether the proposed Foreign Investment Law would be signed into law and whether the final version would have any substantial changes from the proposed version. If the Foreign Investment Law becomes effective, then the three existing laws regulating foreign investment in China, namely, the Sino-foreign Equity Joint Venture Enterprise Law, the Sino-foreign Cooperative Joint Venture Enterprise Law and the Wholly Foreign-Owned Enterprise Law, together with their implementation rules and ancillary regulations, would be repealed.

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Interim Measures for the Administration of Record Filing of the Establishment and Modification of Foreign-Invested Enterprises

In September 2016, the Standing Committee of the National People's Congress published its decision to revise the laws relating to wholly foreign-owned enterprises and other foreign-invested enterprises. Such decision, which became effective in October 2016, changes the "filing or approval" procedure for foreign investments in China. Foreign investments in those business sectors that are not subject to special entry management measures will only be subject to filing instead of approval requirements. Pursuant to the Interim Measures for the Administration of Record Filing of the Establishment and Modification of Foreign-Invested Enterprises promulgated by the Ministry of Commerce in October 2016, establishment and changes of foreign investment enterprises not subject to the approval under the special entry management measures shall be filed with the relevant authorities. Pursuant to Announcement (2016) No. 22 of the National Development and Reform Commission and the Ministry of Commerce issued in 2016, the aforementioned special entry management measures apply to restricted and prohibited categories specified in the Guidance Catalog of Industries for Foreign Investment and those encouraged categories which are subject to certain requirements relating to equity ownership and senior management.

Industry Catalog Relating to Foreign Investment

Investment activities in the PRC by foreign investors are principally governed by the Guidance Catalog of Industries for Foreign Investment. In June 2017, the Ministry of Commerce and the National Development and Reform Commission promulgated a new revision of the Guidance Catalog of Industries for Foreign Investment, the Catalog (2017 Revision), which became effective in July 2017. Industries listed in the Catalog (2017 Revision) are divided into three categories: encouraged, restricted and prohibited. Industries not listed in the Catalog (2017 Revision) are generally deemed to be in a fourth "permitted" category, and are generally open to foreign investment unless specifically restricted by other PRC regulations. Industries in the restricted category are subject to a variety of restrictions. For example, some restricted industries are limited to Sino-foreign equity/cooperative joint ventures, and in some cases, Chinese partners are required to hold the majority interests in such joint ventures. In addition, restricted category projects are subject to higher-level government approvals. Furthermore, foreign investors are not allowed to invest in companies in industries in the prohibited category. For industries not in the restricted or prohibited categories, the restrictions applicable to the restricted category do not apply in principle, and establishment of wholly foreign-owned enterprises in such industries is generally allowed.

We provide value-added telecommunication services, which is an industry in the restricted category, through our consolidated variable interest entities.

Regulations Relating to Insurance Brokerages

The primary regulation governing insurance intermediary services is the PRC Insurance Law, originally enacted in 1995. According to the PRC Insurance Law, the China Insurance Regulatory Commission is the regulatory authority responsible for the supervision and administration of the PRC insurance companies and the intermediaries in the insurance sector, including insurance agencies and brokers.

The principal regulations governing insurance brokerage are the Provisions on the Supervision and Administration of Insurance Brokerage Agency, originally promulgated by the China Insurance Regulatory Commission in 2009. According to these regulations, an insurance brokerage agency refers to an entity that receives commissions for providing intermediary services to policyholders and insurance companies to facilitate their entering into insurance contracts. An insurance brokerage

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agency established in China must meet the qualification requirements specified by the China Insurance Regulatory Commission and obtain a license from it to operate insurance brokerage business.

The subsidiary of one of our variable interest entities, Myfin Insurance Broker Co., Ltd., has obtained a license for insurance brokerage agency from the China Insurance Regulatory Commission, which allows Myfin Insurance Broker Co., Ltd. to conduct an insurance brokerage agency business within the territory of the PRC and will remain valid until June 2019.

Regulations Relating to Fund Sales Business

The Law on Securities Investment Funds, originally promulgated in 2003, sets forth the principal requirements applicable to fund service institutions, including fund sales institutions. This law subjects institutions that engage in fund sales and other fund services related to publicly raised securities investment funds to registration or record-filing requirements with the securities regulatory authority. The Measures for the Administration of the Sales of Securities Investment Funds, promulgated in 2013 by the CSRC, govern the qualification of publicly raised securities investment fund sales, payments and settlement for publicly raised securities investment fund sales, publicly raised securities investment fund sales charges and other aspects of publicly raised securities investment fund sales business.

Independent fund sales institutions must apply for registration with the local branch of the CSRC at their place of industrial and commercial registration and obtain a license for a publicly raised securities investment fund sales business. In order to obtain such a license, an independent fund sales institution must meet certain requirements, including: (i) having a paid-in capital of no less than RMB20 million (US$3.1 million); (ii) the senior managers shall have obtained the fund practice qualification, be familiar with the fund sales business, and have two or more years of work experience in fund practice or five or more years of work experience in other relevant financial institutions; (iii) having at least 10 employees obtained the fund practice qualification; and (iv) not being involved in any material changes that have impacted or are likely to impact the normal operation of organizations, or other material issues such as litigations and arbitrations.

The Measures for the Administration of the Raising of Privately Raised Investment Funds, promulgated in April 2016 by the Asset Management Association of China, govern the raising of privately raised investment funds. A member institution of the Asset Management Association of China which has registered with the CSRC and obtained a license for a publicly raised securities investment fund sales business can be entrusted by managers of privately raised investment funds to raise privately raised investment funds. "Raising" refers to the promotion, sale, purchase and redemption of privately raised investment fund units and other related activities.

On March 28, 2018, the Office of the Leading Group for the Special Rectification for Internet Financial Risks issued the Notice on Strengthening the Rectification and Conducting Review and Acceptance of Asset Management Business Conducted through Internet, also known as Circular 29. Circular 29 emphasized that an asset management business conducted through the internet is subject to the oversight of financial regulatory authorities and the relevant licensing requirements. Any public issuance or sales of asset management products through the internet would be deemed to be a financing business and the relevant asset management licenses or permits would be required to conduct such a business. Internet asset management platforms are not allowed to publicly raise funds through "directed commission plans", "directed financing plans", "wealth management plans", "asset management plans", "credit asset transfers" or similar products, or to act as an agent for any types of trading exchanges to sell asset management products.

Our variable interest entity, Beijing Hongdian Fund Distributor Co., Ltd., is a member of the Asset Management Association of China, has obtained a license for a publicly raised securities investment fund sales business from the CSRC and is qualified to conduct both publicly raised and privately raised securities investment fund sales businesses.

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Regulations Relating to Value-added Telecommunication Service

The Telecommunications Regulations, originally promulgated by the State Council in 2000, and its related implementation rules, including the Catalog of Classification of Telecommunications Business issued by the Ministry of Industry and Information Technology, or the MIIT, categorize various types of telecommunications and telecommunications-related activities into basic or value-added telecommunications services. The Administrative Measures on Telecommunications Business Operating Licenses, originally promulgated by the MIIT in 2009, set forth more specific provisions regarding the types of licenses required to operate value-added telecommunications services, the qualifications and procedures for obtaining such licenses and the administration and supervision of such licenses. Under these regulations, a commercial operator of value-added telecommunications services must obtain a value-added telecommunications service license from the MIIT or its provincial level counterparts.

According to the Provisions on the Administration of Foreign-Invested Telecommunications Enterprises, originally issued by the State Council in 2001, foreign-invested value-added telecommunications enterprises must be in the form of sino-foreign equity joint ventures. The regulations restrict the ultimate capital contribution percentage held by foreign investors in a foreign-invested value-added telecommunications enterprise to 50% or less and require the primary foreign investor in a foreign-invested value-added telecommunications enterprise to have a good track record and operational experience in the value-added telecommunications industry.

In 2006, the Ministry of Information Industry (which was integrated into the MIIT with other governmental departments in 2008) issued the Notice of the Ministry of Information Industry on Strengthening the Administration over Foreign Investment in the Operation of Value-Added Telecommunications Business. According to this notice, a foreign investor in the telecommunications service industry must establish a foreign-invested enterprise and apply for a telecommunications service license. The notice also requires that: (i) PRC domestic telecommunications enterprises must not, through any form, lease, transfer or sell a telecommunications service license to a foreign investor, or provide resources, offices and working places, facilities or other assistance to support illegal telecommunications services operations by a foreign investor; (ii) value-added telecommunications enterprises or their shareholders must directly own the domain names and trademarks used in their daily operations; (iii) each value-added telecommunications enterprise must have the necessary facilities for its approved business operations and maintain such facilities only in the regions covered by its license; and (iv) all value-added telecommunications enterprises are required to maintain network and internet security in accordance with the standards set forth in relevant PRC regulations. If a license holder fails to comply with these requirements and cure any non-compliance, the MIIT or its local counterpart has the discretion to take measures against such license holder, including revoking its value-added telecommunications service license.

Administration of mobile internet application information services is subject to the Regulations for Administration of Mobile Internet Application Information Services, which were issued in June 2016 and became effective in August 2016. These regulations were enacted to regulate mobile application information services, including app providers, app owners, app operators and online app stores. Providers of mobile application information services are required to obtain specified qualifications pursuant to PRC laws and regulations.

Our variable interest entity, Beijing Hongdian Fund Distributor Co., Ltd., has obtained a value-added telecommunications service license for its operations from the Beijing Administration of Telecommunications in March 2018. This license will remain valid until June 2021. Our Dumiao platform and app, which are operated by Anquying (Shanghai) Investment Consulting Co., Ltd., a subsidiary of our variable interest entity, may be required to obtain a telecommunication service license for our mobile applications in accordance with the Regulations for Administration of Mobile Internet Application Information Services and other relevant laws and regulations. See "Risk Factors—Risks

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Relating to Our Business—We may be required to obtain value-added telecommunication service licenses by the PRC regulatory authorities."

Regulations Relating to Loans between Individuals

The Contract Law, which became effective in 1999, governs the formation, validity, performance, enforcement and assignment of contracts. The Contract Law recognizes the validity of loan agreements between natural persons and provides that a loan agreement becomes effective when an individual lender provides the loan to an individual borrower. The Contract Law requires that the interest rates charged under the loan agreement must not violate the applicable provisions of the PRC laws and regulations. In accordance with the Provisions on Several Issues Concerning Laws Applicable to Trials of Private Lending Cases issued by the Supreme People's Court in 2015, private lending is defined as financing between individuals, legal entities and other organizations. Agreements between a lender and a borrower for loans with annual interest rates below 24% are valid and enforceable. For loans with annual interest rates between 24% and 36%, the courts will likely refuse a borrower's request for the return of the interest payment if the interest on the loans has already been paid to the lender, provided such payment has not damaged the interest of the state, the community or any third parties. If the annual interest rate of a private loan is higher than 36%, the obligation to make interests payment in excess of 36% will be invalidated. Pursuant to the Contract Law, a creditor may assign its rights under an agreement to a third party, provided that the debtor is notified. Upon due assignment of the creditor's rights, the assignee is entitled to the creditor's rights and the debtor must perform its obligations under the agreement for the benefit of the assignee.

In addition, according to the Contract Law, an intermediation contract is defined as a contract whereby an intermediary presents to its client an opportunity for entering into a contract or provides the client with other intermediary services in connection with the conclusion of a contract, and the client pays service fees to the intermediary. Pursuant to the Contract Law, an intermediary must provide true information relating to the proposed contract. If an intermediary intentionally conceals any material fact or provides false information in connection with the conclusion of the proposed contract which results in harm to the client's interests, the intermediary may not claim for service fees and is liable for the damages caused.

In April 2017, the National Online Lending Rectification Office issued a Notice on the Conduct of Check and Rectification of Cash Loan Business Activities and a supplementary notice. The notice requires the local counterparts of the National Online Lending Rectification Office to conduct a full-scale and comprehensive inspection of the cash loan business conducted by online platforms and requires such platforms to conduct necessary improvements and corrections within a designated period to comply with the relevant requirements under the Provisions on Several Issues Concerning Laws Applicable to Trials of Private Lending Cases issued by the Supreme People's Court in August 2015, the Measures for the Banning of Illegal Financial Institutions and Illegal Financial Business Operations, the Guiding Opinions on Small Credit Companies, Interim Measures on Administration of Business Activities of Online Lending Information Intermediaries and Implementation Plan of Specific Rectification for Risks in Online Peer-to-Peer Lending. The notice focuses on preventing loans that are offered in a malicious fraudulent amount, loans that are offered at extortionate interest rates and violence in the loan collection processes in the cash loan business operation of online platforms.

In December 2017, the National Internet Finance Rectification Office and the National Online Lending Rectification Office jointly issued the Notice on Regulating and Rectifying "Cash Loan" Business, or Circular 141, outlining the general features and the principal requirements on "cash loan" businesses conducted by internet micro finance companies, banking financial institutions and online lending information intermediaries. "Cash loans" are generally described as a loan that is unrelated to the circumstances of its use, with no designated use for the loan proceeds, no qualification requirement for the borrower and no collateral for the loan. The definition of a cash loan under Circular 141 is vague and

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subject to further regulatory interpretation. The principal requirements with respect to "cash loan" businesses are (i) no organizations or individuals may conduct a lending business without obtaining approvals for the lending business; (ii) the annualized all-in borrowing costs to borrowers charged in the form of interest and various fees are subject to the limit on interest rate for private lending as set forth in the Provisions on Several Issues Concerning Laws Applicable to Trials of Private Lending Cases issued by the Supreme People's Court in 2015; (iii) all relevant institutions shall follow the "know-your-customer" principle to assess and determine the borrower's eligibility, credit limit, and cooling-off period with prudence, and a loan to a borrower without any source of income is prohibited; (iv) all relevant institutions shall improve their internal risk control and use a data-driven risk management model with prudence; and (v) relevant institutions and their third-party collection service providers may only use lawful means of collection, and shall not use illegal or inappropriate means of collection such as threats, intimidation or harassment. With respect to internet micro finance companies, Circular 141 requires the regulatory authorities to suspend the approval of the establishment of internet micro finance companies and the approval of any micro finance business across provincial lines. Circular 141 also specifies that internet micro finance companies may not provide campus loans, and should suspend the funding of internet micro loans unrelated to the circumstances of their use, gradually reduce the volume of the existing business relating to such loans and take rectification measures within a given period. Further requirements on internet micro finance companies will be detailed in a rectification implementation plan that is to be issued by the national financial regulator. Circular 141 also sets forth several requirements on the banking financial institutions participating in "cash loan" businesses, including that: (i) extension of loans jointly with any third-party institution that have not obtained approvals for the lending business, or funding to such institutions for the purpose of extending loans in any form, is prohibited; (ii) with respect to a loan business conducted in cooperation with a third-party institution, outsourcing of the core business (including the credit assessment and risk control) is prohibited, and any credit enhancement service whether or not in disguised form (including the commitment to bear the risk of default) provided by any third-party institutions with no guarantee qualification shall be prohibited, and (iii) such banking financial institutions must require and ensure that the third-party institutions shall not collect any interests or fees from the borrowers. In addition, Circular 141 emphasizes several requirements applicable to online lending information intermediaries. For example, it is prohibited to facilitate any loans to students or other persons without repayment source or repayment capacity, or loans with no designated use of proceeds. Also it is not permitted to charge upfront fees to the borrowers. Any violation of Circular 141 may result in a variety of penalties, including sanctions, rectification and revocation of license, an order to cease business operation, and criminal liabilities.

Regulations Relating to Commercial Factoring

The Notice on the Pilot Launch of Commercial Factoring, issued by the Ministry of Commerce in 2012, approves the pilot launch of commercial factoring in the Shanghai Pudong New Area and the Tianjin Binhai New Area. The Ministry of Commerce also issued several other notices to expand the list of pilot areas to include Guangzhou, Shenzhen, the Chongqing Liangjiang New Area, Sunan Modern Construction Demonstration Zone and Suzhou Industrial Park. In 2015, the Ministry of Commerce issued the Opinions on Supporting the Innovative Development of Pilot Free Trade Zones, which approved the pilot commercial factoring businesses in all the free trade zones. Under these notices issued by the Ministry of Commerce and local implementing rules, commercial factoring companies may be established in these areas upon the approval of the local counterpart of the Ministry of Commerce or other competent authorities. The business scope of a commercial factoring company may include the services of trade financing, management of sales ledgers, investigation and assessment of client credit standings, management and collection of accounts receivable, credit risk guarantee and other services. Commercial factoring companies are not allowed to conduct other financial business, such as taking deposits, lending loans, or to specialize in or carry out debt collection.

Minheng, a subsidiary of our variable interest entity, conducts our commercial factoring business.

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Regulations Relating to Anti-Money Laundering

The Anti-money Laundering Law, which became effective in 2007, sets forth the principal anti-money laundering requirements applicable to financial institutions as well as non-financial institutions with anti-money laundering obligations, including the adoption of precautionary and supervisory measures, establishment of various systems for client identification, retention of clients' identification information and transactions records, and reports on large transactions and suspicious transactions. Financial institutions subject to the Anti-money Laundering Law include banks, credit unions, trust investment companies, stock brokerage companies, futures brokerage companies, insurance companies, fund management companies and other financial institutions as listed and published by the State Council, while the list of the non-financial institutions with anti-money laundering obligations will be published by the State Council. The People's Bank of China and other governmental authorities issued a series of administrative rules and regulations to specify the anti-money laundering obligations of financial institutions and certain non-financial institutions, such as fund sales institutions. However, the State Council has not promulgated a list of the non-financial institutions subject to anti-money laundering obligations.

The Fund Sale Measures, promulgated by the CSRC in 2013, require independent fund sales institutions to comply with certain anti-money laundering requirements, including establishing a customer identification program, monitoring and reporting suspicious transactions and preserving customer information and transaction records.

The Notice on Anti-Money Laundering Operations of the Insurance Industry, promulgated by the China Insurance Regulatory Commission in 2011, requires insurance brokerage agencies to establishing anti-money laundering internal control systems and provide assistance to public security departments and judicial authorities in investigations.

Regulations Relating to Internet Information Security and Privacy Protection

Internet information in China is regulated from a national security standpoint. The Decisions on Preserving Internet Security, originally enacted by the Standing Committee of the National People's Congress in 2000, subject violators to potential criminal punishment in China for any effort to: (i) gain improper entry into a computer or system of strategic importance, (ii) disseminate politically disruptive information, (iii) leak state secrets, (iv) spread false commercial information or (v) infringe intellectual property rights. The Ministry of Public Security has promulgated measures that prohibit the use of the internet in ways which, among other things, result in a leak of state secrets or a spread of socially destabilizing content. If an internet information service provider violates these measures, the Ministry of Public Security and its local branches may revoke its operating license and shut down its websites.

In recent years, PRC government authorities have enacted laws and regulations on internet use to protect personal information from any unauthorized disclosure. Under the Several Provisions on Regulating the Market Order of Internet Information Services, which was issued by the MIIT and became effective in 2012, an internet information service provider may not collect any user personal information or provide any such information to third parties without the consent of the user. An internet information service provider must expressly inform the users of the method, content and purpose of the collection and processing of such users' personal information and may only collect such information necessary for the provision of its services. An internet information service provider is also required to properly maintain the user personal information, and in case of any leak or likely leak of the user's personal information, the internet information service provider must take immediate remedial measures and, in severe circumstances, immediately report to the telecommunications authority. In addition, pursuant to the Decision on Strengthening the Protection of Online Information issued by the Standing Committee of the National People's Congress in 2012 and the Order for the Protection of Telecommunication and Internet User Personal Information issued by the MIIT in 2013,

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any collection and use of user personal information must be subject to the consent of the user, abide by the principles of legality, rationality and necessity and be within the specified purposes, methods and scopes. An internet information service provider must also keep such information strictly confidential, and is further prohibited from divulging, tampering or destroying any such information, or selling or providing such information to other parties. An internet information service provider is required to take technical and other measures to prevent the collected personal information from any unauthorized disclosure, damage or loss. Any violation of these laws and regulations may subject the internet information service provider to warnings, fines, confiscation of illegal gains, revocation of licenses, cancellation of filings, closedown of websites or even criminal liabilities.

Moreover, pursuant to the Criminal Law, any internet service provider that fails to fulfill the obligations related to internet information security administration as required by applicable laws and refuses to rectify upon orders, shall be subject to criminal penalty for (i) any dissemination of illegal information on a large scale, (ii) any severe effects due to the leakage of the client's information, (iii) any serious loss of criminal evidence or (iv) any other severe situation arising from a violation of the applicable laws or regulations. Any individual or entity that sells or provides personal information to others in violation of applicable law, or that steals or illegally obtains any personal information, is subject to criminal penalties in severe situations. In addition, the Interpretations of the Supreme People's Court and the Supreme People's Procuratorate of the PRC on Several Issues Concerning the Application of Law in Handling Criminal Cases of Infringing Personal Information, issued in May 2017 and effective in June 2017, clarified certain standards for the conviction and sentencing of criminals in relation to personal information infringement.

In November 2016, the Standing Committee of the National People's Congress released the Internet Security Law, which took effect in June 2017. The Internet Security Law requires network operators to perform certain functions related to internet security protection and the strengthening of network information management. For instance, under the Internet Security Law, network operators of key information infrastructure generally shall, during their operations in the PRC, store the personal information and important data collected and produced within the territory of the PRC.

Regulations Relating to Intellectual Property Rights

The PRC has adopted comprehensive legislation governing intellectual property rights, including copyrights, patents, trademarks and domain names.

Copyright. Copyright in the PRC, including copyrighted software, is principally protected under the Copyright Law, which become effective in 2010, and related rules and regulations. Under the Copyright Law, the term of protection for copyrighted software is 50 years.

Patent. The Patent Law, which became effective in 2009, provides for patentable inventions, utility models and designs. An invention or utility model for which patents may be granted must have novelty, creativity and practical applicability. The State Intellectual Property Office under the State Council is responsible for examining and approving patent applications.

Trademark. The Trademark Law, which became effective in 2014, and its implementation rules protect registered trademarks. The Trademark Office of the State Administration for Industry & Commerce is responsible for the registration and administration of trademarks throughout the PRC. The Trademark Law has adopted a "first-to-file" principle with respect to trademark registration.

Domain Name. The MIIT is the major regulatory body responsible for the administration of the PRC internet domain names. Domain names are protected under the Administrative Measures on the Internet Domain Names, promulgated by the MIIT in 2004. These measures have adopted a "first-to-file" principle with respect to the registration of domain names.

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Regulations Relating to Tax

Enterprise Income Tax

Enterprise income tax is calculated based on taxable income, which is determined under the Enterprise Income Tax Law, promulgated by the National People's Congress and implemented in 2008, and the implementation rules by the State Council and implemented at the same time. The Enterprise Income Tax Law imposes a uniform enterprise income tax rate of 25% on all resident enterprises in the PRC, including both foreign-invested enterprises and domestic enterprises, unless they qualify for certain exceptions. The income tax rate of an enterprise that has been determined to be a high and new technology enterprise may be reduced to 15% with the approval of relevant tax authorities.

In addition, enterprises registered in countries or regions outside the PRC which have their "de facto management bodies" located inside the PRC may be considered PRC resident enterprises and therefore be subject to enterprise income tax in the PRC at the rate of 25% on their worldwide income. The implementation rules of the Enterprise Income Tax Law define "de facto management bodies" as "establishments that carry out substantial and overall management and control over the manufacturing and business operations, personnel, accounting, properties, etc. of an enterprise." However, the only detailed guidance currently available for the definition of "de facto management body" as well as the determination and administration of tax residency status of offshore-incorporated enterprises is set forth in the Notice Regarding the Determination of Chinese-Controlled Overseas Incorporated Enterprises as PRC Tax Resident Enterprises on the Basis of De Facto Management Bodies, or Circular 82, promulgated by the State Administration of Taxation in 2009, and the Administrative Measures for Enterprise Income Tax of Chinese-Controlled Overseas Incorporated Resident Enterprises (Trial Version), or Bulletin No. 45, issued by the State Administration of Taxation in 2011. Circular 82 and Bulletin No. 45 provide guidance on the administration as well as determination of the tax residency status of a Chinese-controlled offshore-incorporated enterprise, defined as an enterprise that is incorporated under the law of a foreign country or territory and that has a PRC company or PRC corporate group as its primary controlling shareholder.

According to Circular 82, a Chinese-controlled offshore-incorporated enterprise will be regarded as a PRC resident enterprise by virtue of having its "de facto management body" in China and will be subject to PRC enterprise income tax on its global income only if all of the following conditions are met:

•: the primary location of the day-to-day operational management and the places where the "de facto management bodies" perform their duties are in the PRC;
•: decisions relating to the enterprise's financial and human resource matters are made or are subject to approval of organizations or personnel in the PRC;
•: the enterprise's primary assets, accounting books and records, company seals and board and shareholder resolutions are located or maintained in the PRC; and
•: 50% or more of voting board members or senior executives habitually reside in the PRC.

Bulletin No. 45 further clarifies certain issues related to the determination of tax resident status and competent tax authorities. It also specifies that when provided with a copy of Recognition of Residential Status from a resident Chinese-controlled offshore-incorporated enterprise, a payer does not need to withhold income tax when paying certain PRC-sourced income such as dividends, interest and royalties to such Chinese-controlled offshore-incorporated enterprise.

Income Tax for Share Transfers

According to the Announcement of the State Administration of Taxation on Several Issues Concerning the Enterprise Income Tax on Indirect Property Transfer by Non-Resident Enterprises, or

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Circular 7, promulgated by the State Administration of Taxation in 2015, if a non-resident enterprise transfers the equity interests of a PRC resident enterprise indirectly by transfer of the equity interests of an offshore holding company (other than a purchase and sale of shares issued by a PRC resident enterprise in a public securities market) without a reasonable commercial purpose, the PRC tax authorities have the power to reassess the nature of the transaction and the indirect equity transfer will be treated as a direct transfer. As a result, the gain derived from such transfer, which means the equity transfer price less the cost of equity, will be subject to PRC withholding tax at a rate of up to 10%. Under the terms of Circular 7, a transfer which meets all of the following circumstances shall be directly deemed as having no reasonable commercial purposes: (i) over 75% of the value of the equity interests of the offshore holding company are directly or indirectly derived from PRC taxable properties; (ii) at any time during the year before the indirect transfer, over 90% of the total properties of the offshore holding company are investments within PRC territory, or in the year before the indirect transfer, over 90% of the offshore holding company's revenue is directly or indirectly derived from PRC territory; (iii) the function performed and risks assumed by the offshore holding company are insufficient to substantiate its corporate existence; and (iv) the foreign income tax imposed on the indirect transfer is lower than the PRC tax imposed on the direct transfer of the PRC taxable properties.

There is uncertainty as to the application of Circular 7. Circular 7 may be determined by the PRC tax authorities to be applicable to our prior private equity financing transactions that involved non-resident investors, if any of such transactions is determined by the tax authorities to lack reasonable commercial purpose. As a result, we and our non-resident investors in such transactions may be at risk of being taxed under Circular 7.

Dividend Withholding Tax

Pursuant to the Enterprise Income Tax Law and its implementation rules, if a non-resident enterprise has not set up an organization or establishment in the PRC, or has set up an organization or establishment but the income derived has no actual connection with such organization or establishment, it will be subject to a withholding tax on its PRC-sourced income at a rate of 10%. Pursuant to the Arrangement between Mainland China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and Tax Evasion on Income, the withholding tax rate in respect to the payment of dividends by a PRC enterprise to a Hong Kong enterprise is reduced to 5% from a standard rate of 10% if the Hong Kong enterprise directly holds at least 25% share ownership in the PRC enterprise. Pursuant to the Notice of the State Administration of Taxation on the Issues concerning the Application of the Dividend Clauses of Tax Agreements, or Circular 81, promulgated by the State Administration of Taxation in 2009, a Hong Kong resident enterprise must meet the following conditions, among others, in order to enjoy the reduced withholding tax: (i) it must be a company as provided in the tax treaty, (ii) it must directly own the required percentage of equity interests and voting rights in the PRC resident enterprise and (iii) it must have directly owned such percentage in the PRC resident enterprise throughout the 12 months prior to receiving the dividends. The Administrative Measures for Non-Resident Taxpayers to Enjoy Treatments under Tax Treaties, also known as Circular 60, promulgated by the State Administration of Taxation in 2015, provides that non-resident enterprises are not required to obtain pre-approval from the relevant tax authority in order to enjoy the reduced withholding tax rate. Instead, non-resident enterprises and their withholding agents may, by self-assessment and on confirmation that the prescribed criteria to enjoy the tax treaty benefits are met, directly apply the reduced withholding tax rate, and file necessary forms and supporting documents when performing tax filings, which will be subject to post-tax filing examinations by the relevant tax authorities. Accordingly, Sky City Hong Kong Limited and Next Hop Hong Kong Limited, our wholly owned subsidiaries in Hong Kong, may be able to enjoy the 5% withholding tax rate for the dividends they receive respectively from Sky City (Beijing) Technology Co., Ltd. and Pintec (Beijing) Technology Co., Ltd., their wholly owned subsidiaries in China, if they satisfy the conditions

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prescribed under Circular 81 and other relevant tax rules and regulations. However, according to Circular 81, if the relevant tax authorities consider the transactions or arrangements we have are for the primary purpose of enjoying a favorable tax treatment, the relevant tax authorities may adjust the favorable withholding tax in the future.

Regulations Relating to Foreign Currency Exchange

Foreign Currency Exchange

The principal regulations governing foreign currency exchange in China are the Regulations of the People's Republic of China on Foreign Exchange Control, promulgated by the State Council and most recently amended in 2008. Under these regulations, the Renminbi is freely convertible for current account items, including trade and service-related foreign exchange transactions and other current exchange transactions, but not for capital account items, such as direct investments, loans, repatriation of investments and investments in securities, unless the prior approval of the State Administration of Foreign Exchange, or SAFE, is obtained and prior registration with SAFE is made.

The Notice of the State Administration of Foreign Exchange on Further Improving and Adjusting the Foreign Exchange Administration Policies on Direct Investments, promulgated by SAFE in 2012, permitted the opening of various special purpose foreign exchange accounts, such as pre-establishment expense accounts, foreign exchange capital accounts and guarantee accounts, the reinvestment of Renminbi proceeds by foreign investors in the PRC, and remittance of foreign exchange profits and dividends by a foreign-invested enterprise to its foreign shareholders without the approval or verification of SAFE. It also permitted for multiple capital accounts for the same entity to be opened in different provinces, which had not been possible previously. In addition, the Notice of the State Administration of Foreign Exchange on Issuing the Provisions on the Foreign Exchange Administration of Domestic Direct Investment of Foreign Investors and the Supporting Documents, promulgated by SAFE in 2013, specifies that the administration by SAFE or its local branches over direct investment by foreign investors in the PRC shall be conducted by way of registration and banks shall process foreign exchange business relating to the direct investment in the PRC based on the registration information provided by SAFE and its branches.

In 2015, SAFE released the Notice of the State Administration of Foreign Exchange on Reforming the Administrative Approach Regarding the Settlement of the Foreign Exchange Capitals of Foreign-invested Enterprises, or Circular 19, which became effective in 2015 and has made certain adjustments to some regulatory requirements on the settlement of foreign exchange capital of foreign-invested enterprises and lifted some foreign exchange restrictions. However, Circular 19 continues to prohibit foreign-invested enterprises from, among other things, using Renminbi fund converted from its foreign exchange capitals for expenditure beyond its business scope, providing entrusted loans or repaying loans between non-financial enterprises.

In June 2016, SAFE issued the Notice of the State Administration of Foreign Exchange on Reforming and Standardizing the Administrative Provisions on Capital Account Foreign Exchange Settlement, or Circular 16. Compared to Circular 19, Circular 16 provides that, in addition to foreign exchange capital, foreign debt funds and proceeds remitted from foreign listings should also be subject to the discretional foreign exchange settlement. In addition, it also lifted the restriction, that foreign exchange capital under the capital accounts and the corresponding Renminbi capital obtained from foreign exchange settlement should not be used for repaying the inter-enterprise borrowings (including advances by the third party) or repaying bank loans in Renminbi that have been sub-lent to the third party.

In January 2017, SAFE issued the Notice of the State Administration of Foreign Exchange on Further Promoting the Reform of Foreign Exchange Administration and Improving Authenticity and Compliance Review, or Circular 3, which stipulates several capital control measures with respect to the

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outbound remittance of profit from domestic entities to offshore entities, including (i) under the principle of genuine transaction, banks shall check board resolutions regarding profit distribution, the original version of tax filing records and audited financial statements; and (ii) domestic entities shall hold income to account for previous years' losses before remitting profits. Moreover, pursuant to Circular 3, domestic entities shall make detailed explanations of the sources of capital and utilization arrangements, and provide board resolutions, contracts and other proof when completing the registration procedures in connection with an outbound investment.

Foreign Exchange Registration of Overseas Investment by PRC Residents

The Notice of the State Administration of Foreign Exchange on the Administration of Foreign Exchange Involved in Overseas Investment, Financing and Return on Investment Conducted by Residents in China via Special-Purpose Companies, or Circular 37, promulgated by SAFE in 2014, requires PRC residents to register with local branches of SAFE in connection with their direct establishment or indirect control of an offshore entity for the purpose of overseas investment and financing, referred to in Circular 37 as a "special purpose vehicle," using such PRC residents' onshore or offshore assets or equity interests. Circular 37 further requires amendment to the registration in the event of any significant changes with respect to the special purpose vehicle, such as increase or decrease of capital contributed by PRC individuals, share transfer or exchange, merger, division or other material event. In the event that a PRC shareholder holding interests in a special purpose vehicle fails to fulfill the required SAFE registration, the PRC subsidiaries of that special purpose vehicle may be prohibited from making profit distributions to the offshore parent and from carrying out subsequent cross-border foreign exchange activities, and the special purpose vehicle may be restricted in its ability to contribute additional capital into its PRC subsidiary. Furthermore, failure to comply with the various SAFE registration requirements described above could result in liability under PRC law for evasion of foreign exchange controls.

The Notice of the State Administration of Foreign Exchange on Further Simplifying and Improving the Policies of Foreign Exchange Administration Applicable to Direct Investment, or Circular 13, released by SAFE in 2015, has amended Circular 37 by requiring PRC residents or entities to register with qualified banks rather than SAFE or its local branch in connection with their establishment or control of an offshore entity established for the purpose of overseas investment or financing.

Share Option Rules

Pursuant to Circular 37, PRC residents who participate in share incentive plans in overseas non-publicly-listed companies may submit applications to SAFE or its local branches for the foreign exchange registration with respect to offshore special purpose companies. In addition, under the Notice of the State Administration of Foreign Exchange on Issues Related to Foreign Exchange Administration in Domestic Individuals' Participation in Equity Incentive Plans of Companies Listed Abroad, issued by SAFE in 2012, PRC residents who are granted shares or share options by companies listed on overseas stock exchanges under share incentive plans are required to (i) register with SAFE or its local branches, (ii) retain a qualified PRC agent, which may be a PRC subsidiary of the overseas listed company or another qualified institution selected by the PRC subsidiary, to conduct SAFE registration and other procedures with respect to the share incentive plans on behalf of the participants, and (iii) retain an overseas institution to handle matters in connection with their exercise of share options, purchase and sale of shares or interests and funds transfers.

Regulations Relating to Dividend Distribution

Under our current corporate structure, our Cayman Islands holding company may rely on dividend payments from Sky City (Beijing) Technology Co., Ltd. and Pintec (Beijing) Technology Co., Ltd., our wholly foreign-owned enterprises incorporated in China, to fund any cash and financing requirements

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we may have. The principal legislation with respect to payment or distribution of dividends by wholly foreign-owned enterprises include the Company Law, most recently amended in 2014, and the Wholly Foreign-Owned Enterprise Law, most recently amended in 2016, as well as the latter's implementation rules. Under these laws, wholly foreign-owned enterprises in the PRC may pay dividends only out of accumulated profits, after setting aside annually at least 10% of accumulated after-tax profits as reserve fund, if any, unless these reserves have reached 50% of the registered capital of the enterprises. These reserve funds may not be distributed as cash dividends. A wholly foreign-owned enterprise may allocate a portion of its after-tax profits to its employee welfare and bonus funds at its discretion. Profit of a wholly foreign-owned enterprise may not be distributed before its losses for the previous accounting years have been made up. Profits retained from prior fiscal years may be distributed together with distributable profits from the current fiscal year.

Regulations Relating to M&A and Overseas Listings

Six PRC regulatory agencies, including the CSRC, jointly adopted the Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, or the M&A Rules. The M&A Rules became effective in 2006. Among other things, they require offshore special purpose vehicles formed for overseas listing purposes through acquisitions of PRC domestic companies and controlled by PRC companies or individuals to obtain the approval of the CSRC prior to publicly listing their securities on an overseas stock exchange.

Regulations Relating to Employment

The Labor Law, originally promulgated by the National People's Congress in 1994, and the Labor Contract Law, originally promulgated by the Standing Committee of the National People's Congress in 2007, require employers to execute written employment contracts with full-time employees. If an employer fails to enter into a written employment contract with an employee for more than a month but less than a year from the date on which the employment relationship is established, the employer must rectify the situation by entering into a written employment contract with the employee and paying the employee twice the employee's salary for the period from the day following the lapse of one month from the date of establishment of the employment relationship to the day prior to the execution of the written employment contract. If an employer fails to conclude a written labor contract with a worker within one year of the date when it employs the worker, it will be deemed to have concluded an open-ended labor contract with the worker. All employers must compensate their employees with wages equal to at least the local minimum wage. Violations of the Labor Law and the Labor Contract Law may result in fines and other administrative sanctions, and serious violations may result in criminal liabilities.

The Social Insurance Law, which became effective in 2011, the Regulations on Management of Housing Provident Fund, released by the State Council in 2002, and other related rules and regulations require enterprises in China to participate in certain employee benefit plans, including social insurance funds, a pension plan, a medical insurance plan, an unemployment insurance plan, a work-related injury insurance plan, a maternity insurance plan, and a housing provident fund, and to contribute to the plans or funds in amounts equal to certain percentages of salaries, including bonuses and allowances, of the employees as specified by the local government. Failure to make adequate contributions to various employee benefit plans may subject the employer to fines and other administrative sanctions. According to the Social Insurance Law, an employer that fails to make social insurance contributions may be ordered to rectify the non-compliance and pay the required contributions within a stipulated deadline and be subject to a late fee of 0.05% per day, as the case may be. If the employer still fails to rectify the failure to make social insurance contributions within the deadline, it may be subject to a fine ranging from one to three times the amount overdue. According to the Regulations on Management of Housing Fund, an enterprise that fails to make housing fund contributions may be ordered to rectify the noncompliance and pay the required contributions within a stipulated deadline; otherwise, an application may be made to a local court for compulsory enforcement.

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MANAGEMENT

Directors and Executive Officers

The following table sets forth information regarding our executive officers and directors.

Directors and Executive Officers	Age	Position/Title

Wei Wei	44	Director and Chief Executive Officer
Jun Dong	41	Director
Xiaomei Peng	46	Director
Jing Zhou	40	President and Director
Chao Zhou	41	Director
Feng Hong	41	Director
Jiacheng Liu	32	Director
Steven Yuan Ning Sim	41	Chief Financial Officer
Hai Tong	39	Chief Risk Officer
Ran Ren	33	Chief Scientist

Mr. Wei Wei has served as our chief executive officer and director since our inception. He also served as the chief operating officer of our predecessor from 2012 to 2016. In 2006, Mr. Wei founded Innovation Technology Corp., a telecommunications service provider, which was acquired by VanceInfo in 2007, where he served as vice president and led the mobile software and global sales and marketing divisions. Mr. Wei has over 15 years of experience in the information technology industry and previously held various positions at Huawei, Nokia and Philips Semiconductors. Mr. Wei received his bachelor's degree in electronic engineering in 1995 and his master's degree in electronic engineering in 2000 from Beijing Institute of Technology, and an EMBA degree from China Europe International Business School in 2013.

Mr. Jun Dong has served as our director since our inception. He has also served as the chief executive officer since the inception of our predecessor and as the chairman of the board of directors of Ever Smart International Holdings Limited since 2017. Mr. Dong is also a director of Jimu Holdings Limited. Mr. Dong has over 15 years of experience in the finance industry. Between 2005 and 2008, Mr. Dong served as investment manager with Bank Hapoalim in New York. Mr. Dong received his MBA degree from University of Connecticut in 2003 and his bachelor's degree in tourism management from Yunnan University in 1999. He received his EMBA degree from China Europe International Business School in 2013. He holds Chief Financial Analyst Charter and Certified Management Accountants and Certified Financial Manage certifications.

Ms. Xiaomei Peng has served as our director since our inception. She has over 20 years of experience in China's internet and technology industries, where she has accumulated extensive experience in sales, marketing and commercial operations. Ms. Peng is a director of Jimu Holdings Limited. From 2005 to 2015, she held various operating roles at Qunar, including vice president of product from 2005 to 2006, executive vice president from 2006 to 2013 and the chief operating officer from 2014 to 2015. From 2002 to 2004, she served as project manager at Agenda. Ms. Peng received her bachelor's degree in information processing and recognition from the Harbin Institute of Technology in 1994 and her EMBA degree from China Europe International Business School in 2013.

Ms. Jing Zhou has served as the president of our company since January 2018 and as our director since May 2018. Between May 2016 and January 2018, she served the chief executive officer of the Dumiao business first under our predecessor prior to the Reorganization and then with us since our inception. Ms. Zhou also served as the vice president of retail of our predecessor from January 2015 to May 2016. Ms. Zhou has approximately 20 years' risk management experience in multinational banking and fintech. Prior to joining our predecessor, she worked at Standard Chartered Bank and served as the China country credit head from 2013 to 2015 and as the head of credit for retail bank from 2006 to

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2013. She served as a business manager at Capital One from January 1999 to 2006 in McLean, Virginia. Ms. Zhou received her bachelor's degree in chemical engineering from Virginia Polytechnic Institute and State University in 1998.

Mr. Chao Zhou has served as our director since May 2018. Mr. Zhou has 16 years of experience in financial planning and analysis, project management, corporate governance, business development and strategy in high-tech industries in the U.S. and Asia-Pacific region. Mr. Zhou is currently working at CIBA Technology, a company dedicated to incubating and investing in disruptive technologies around the world. From 2012 to 2017, Mr. Zhou worked at Microsoft as senior finance controller. From 2006 to 2011, Mr. Zhou served as finance business manager at NVDIA. Mr. Zhou received his bachelor's degree in economics from University of International Business and Economics in 1999 and his master's degree in finance and MBA degree from Daniels College of Business, University of Denver in 2002.

Mr. Feng Hong has served as our director since December 2017. Mr. Hong is also a director of Jimu Holdings Limited. Mr. Hong is co-founder of Beijing Xiaomi Technology Company Limited, or Xiaomi Technology, and has been vice president since its inception. From 2006 to 2010, Mr. Hong held various product and engineering management roles at Google. From 2001 to 2005, Mr. Hong worked at Siebel as software engineer. Mr. Hong received his master's degree in computer science from Purdue University in 2001 and his bachelor's degree in computer science and engineering from Shanghai Jiao Tong University in China in 1999.

Mr. Jiacheng Liu has served as our director since May 2018. Mr. Liu has served as a senior investment manager in strategic investment department of SINA Corporation since 2016. Prior to that, he served as an investment manager in JD Capital from 2014 to 2016. Mr. Liu served as an analyst at KPMG from 2013 to 2014 and as an analyst at IndustryPro from 2010 to 2013. Mr. Liu received his master's degree in finance from Daniels College of Business at the University of Denver in 2012 and his bachelor's degree of economics in finance from Tianjin Foreign Studies University in 2009.

Mr. Steven Yuan Ning Sim has served as our chief financial officer since October 2016. Mr. Sim has over 15 years of audit and financial management experience. Prior to joining us, Mr. Sim served as vice president of finance at Sohu.com Inc. from 2014 to 2016. From 2011 to 2014, he served as chief financial officer at Leyou Inc., a leading multi-channel baby and maternity platform in China. Mr. Sim served in various capacities at leading public accounting firms including Deloitte & Touche in Beijing, KPMG Europe LLP in London, and Ernst & Young and BDO Raffles in Singapore between 2001 and 2010. Mr. Sim obtained his bachelor's degree in applied accounting from Oxford Brooks University in 2002 and his MBA degree from European Institute of Business Administration (INSEAD) in 2010. Mr. Sim is a member of the Association of Chartered Certified Accountants (ACCA).

Mr. Hai Tong joined our company in June 2015 and has since served as our chief risk officer. Prior joining our company, Mr. Tong served as senior risk manager at Standard Chartered Bank (China) from 2014 to 2015. From 2010 to 2014, Mr. Tong served as senior data expert of data science at Alipay. From 2004 to 2010, he served in various capacities in the field of data and risk management at Ipsos, HSBC and Standard Chartered (China). He obtained a bachelor's degree in statistics in 2001 and a master's degree in statistics in 2004, both from Peking University.

Mr. Ran Ren joined our company in April 2016 and has served as director and vice president of decision science. He has served as our chief scientist since January 2018, currently leading a team of data scientists and engineers building machine learning quantitative models and overseeing our big data platform "Data Lake." Mr. Ren also leads our personal installment lending business. Prior to joining our company, Mr. Ren worked at Capital One Financial from 2010 to 2016, where he served in variety of different credit analytics positions, including head of business analytics for Capital One Labs, Capital One's internal innovation incubator. Before joining Capital One, Mr. Ren co-founded Voicelever, a Seattle-based voice recognition and wearable hardware startup, in 2009. Mr. Ren obtained his master's

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degree in electrical engineering from Binghamton University in 2010 and his bachelor's degree, also in electrical engineering, from Nanjing University of Posts and Telecommunications in 2007.

Employment Agreements and Indemnification Agreements

We have entered into employment agreements with our senior executive officers. Pursuant to these agreements, we may terminate a senior executive officer's employment without cause upon 60 days' prior written notice or for cause at any time without remuneration for certain acts of the officer, such as being convicted of any criminal conduct, any act of gross or willful misconduct or any serious, willful, grossly negligent or material breach of any employment agreement provision, or engaging in any conduct which may make the continued employment of such officer detrimental to our company. Under the employment agreements, each senior executive officer grants us a nonexclusive, royalty-free license on any of his or her prior inventions that are related to our business. Each senior executive officer also grants us his or her entire rights to any intellectual property that he or she created, conceived, developed or reduced to practice during his or her term of employment that is related to our business, results from work performed for us, or uses any property of ours. The employment agreements also contain confidentiality, non-disclosure, non-competition, non-solicitation and non-interference provisions.

We also have entered into indemnification agreements with our directors and senior executive officers. Under these agreements, we will agree to indemnify them against certain liabilities and expenses that they incur in connection with claims made by reason of their being a director or officer of our company.

Board of Directors

Our board of directors will consist of directors upon the SEC's declaration of effectiveness of our registration statement on Form F-1 of which this prospectus is a part. A director is not required to hold any shares in our company to qualify to serve as a director. A director may vote with respect to any contract, proposed contract, or arrangement in which he or she is materially interested. A director may exercise all the powers of the company to borrow money, mortgage its business, property and uncalled capital and issue debentures or other securities whenever money is borrowed or as security for any obligation of the company or of any third party.

Committees of the Board of Directors

Prior to the completion of this offering, we intend to establish an audit committee and a compensation committee under the board of directors. We intend to adopt a charter for each of the committees prior to the completion of this offering. Each committee's members and functions are described below.

Audit Committee. Our audit committee will consist of , and , and will be chaired by Mr. . Mr. , Mr. and Mr. each satisfy the "independence" requirements of Rule 5605(c)(2) of the Listing Rules of the Nasdaq Stock Market and meet the independence standards under Rule 10A-3 under the Exchange Act. We have determined that Mr. qualifies as an "audit committee financial expert." 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 registered public accounting firm and pre-approving all auditing and non-auditing services permitted to be performed by the independent registered public accounting firm;

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•: reviewing with the independent registered public accounting firm any audit problems or difficulties and management's response;
•: reviewing and approving all proposed related party transactions, as defined in Item 404 of Regulation S-K under the Securities Act;
•: discussing the annual audited financial statements with management and the independent registered public accounting firm;
•: reviewing major issues as to the adequacy of our internal controls and any special audit steps adopted in light of material control deficiencies;
•: annually reviewing and reassessing the adequacy of our audit committee charter;
•: meeting separately and periodically with management and the independent registered public accounting firm; and
•: reporting regularly to the board.

Compensation Committee. Our compensation committee will consist of , and , and will be chaired by Mr. . Mr. , Mr. and Mr. each satisfy the "independence" requirements of Rule 5605(c)(2) of the Listing Rules of the Nasdaq Stock Market. The compensation committee will assist the board in reviewing and approving the compensation structure, including all forms of compensation, relating to our directors and executive officers. Our chief executive officer may not be present at any committee meeting during which his compensation is deliberated upon. The compensation committee will be responsible for, among other things:

•: reviewing the total compensation package for our executive officers and making recommendations to the board with respect to it;
•: reviewing the compensation of our non-employee directors and making recommendations to the board with respect to it; and
•: periodically reviewing and approving any long-term incentive compensation or equity plans, programs or similar arrangements, annual bonuses, and employee pension and welfare benefit plans.

Duties of Directors

Under Cayman Islands law, our directors have fiduciary duties, including duties of loyalty and a duty to act honestly in good faith with a view to our best interests. Our directors also have a duty to exercise the skill they actually possess and such care and diligence that a reasonably prudent person would exercise in comparable circumstances. In fulfilling their duty of care to us, our directors must ensure compliance with our memorandum and articles of association. We have the right to seek damages if a duty owed by our directors is breached. In limited exceptional circumstances, a shareholder may have the right to seek damages in our name if a duty owed by our directors is breached. You should refer to "Description of Share Capital—Differences in Corporate Law" for additional information on our standard of corporate governance under Cayman Islands law.

Terms of Directors and Officers

Our officers are elected by and serve at the discretion of the 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 by ordinary resolution of the shareholders or by the board. A director will be removed from office automatically if, among other things, the director (i) becomes bankrupt or makes any arrangement or composition with his creditors; or (ii) is found by our company to be or becomes of unsound mind.

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Compensation of Directors and Executive Officers

For the year ended December 31, 2017, we paid an aggregate of approximately RMB3.4 million (US$0.5 million) in cash and benefits to our executive officers. We do not pay our non-executive directors. For share incentive grants to our officers and directors, see "—Share Incentive Plan." We have not set aside or accrued any amount to provide pension, retirement or other similar benefits to our executive officers and directors. Our PRC subsidiaries are required by law to make contributions equal to certain percentages of each employee's salary for his or her pension insurance, medical insurance, unemployment insurance and other statutory benefits and a housing provident fund.

2017 Share Incentive Plan

We adopted a share incentive plan in December 2017, which we refer to as our First Plan, to promote the success of our company and interests of our shareholders by providing a means through which we could grant equity-based incentives to attract, motive, retain and reward certain officers, employees, directors and other eligible persons and to further link the interests of award recipients with those of our shareholders generally. Under our First Plan, the maximum aggregate number of shares which may be issued pursuant to awards is 45,270,697. As of the date of this prospectus, options to purchase 41,906,568 shares have been granted, excluding awards that were forfeited or canceled after they were granted.

The following paragraphs summarize the terms of our First Plan.

Types of Awards. Our First Plan permits awards of options.

Plan Administration. Our First Plan is administered by our board of directors or by a committee of one or more members designated by our board of directors or another committee (within its delegated authority). The committee or the full board of directors, as applicable, determines, among other things, the eligibility and any particular eligible person to receive awards, the price and number of awards to be granted to each participant and the terms and conditions of each award grant.

Award Agreement. Awards granted under our First Plan are evidenced by an award agreement approved by the administrator that sets forth terms, conditions and limitations for each award.

Exercise Price. The plan administrator determines the exercise price for each award, which is set forth in the applicable award agreement, but subject to certain limits as set forth in our First Plan.

Eligibility. We may grant awards to our officers, employees, directors, consultants and advisors.

Term of the Awards. The term of each award granted under our First Plan may not exceed ten years from date of the grant.

Vesting Schedule. In general, the plan administrator determines the vesting schedule, which is set forth in the applicable award agreement.

Acceleration of Awards upon Change in Control. An award will become immediately vested and exercisable, in full or in part, in the event that a change in control of our company occurs, subject to certain exceptions.

Transfer Restrictions. Awards may not be transferred in any manner by the recipient other than by will or the laws of descent and distribution, except as otherwise provided by the plan administrator.

Termination. Our First Plan will terminate on the date ten years from its adoption, provided that our board may terminate the plan at any time and for any reason.

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2018 Share Incentive Plan

In July 2018, our shareholders and board of directors adopted another share incentive plan, which we refer to as our Second Plan in this prospectus, to attract and retain the best available personnel, provide additional incentives to employees, directors and consultants and promote the success of our business. The maximum aggregate number of shares which may be issued pursuant to all awards under our Second Plan is initially 2.0% of the total number of shares issued and outstanding immediately prior to the completion of this offering, plus an annual increase on September 1 of each year during the ten-year term of our Second Plan commencing on September 1, 2019, by an amount equal to 2.0% of the total number of shares issued and outstanding on August 31 that year. As of the date of this prospectus, no awards have been granted under our Second Plan.

The following paragraphs describe the principal terms of our Second Plan.

Types of Awards. Our Second Plan permits the awards of options, restricted shares, restricted share units or any other type of awards approved by the plan administrator.

Plan Administration. Our board of directors or a committee of one or more members of the board of directors will administer our Second Plan. The committee or the full board of directors, as applicable, will determine the participants to receive awards, the type and number of awards to be granted to each participant, and the terms and conditions of each award.

Exercise Price. The plan administrator determines the exercise price for each award, which is stated in the award agreement.

Award Agreement. Awards granted under our Second Plan will be evidenced by an award agreement that sets forth terms, conditions and limitations for each award, which may include the term of the award, the provisions applicable in the event that the grantee's employment or service terminates, and our authority to unilaterally or bilaterally amend, modify, suspend, cancel or rescind the award.

Eligibility. We may grant awards to our employees, directors and consultants of our company. However, we may grant options that are intended to qualify as incentive share options only to our employees and employees of our parent companies and subsidiaries.

Term of the Awards. The vested portion of options will expire if not exercised prior to the time as the plan administrator determines at the time of its grant. However, the maximum exercisable term is ten years from the date of a grant.

Vesting Schedule. In general, the plan administrator determines the vesting schedule, which is specified in the relevant award agreement.

Transfer Restrictions. Awards may not be transferred in any manner by the recipient other than in accordance with the exceptions provided in our Second Plan, such as transfers by will or the laws of descent and distribution.

Termination. Unless terminated earlier, our Second Plan has a term of ten years. Our board of directors has the authority to amend or terminate the plan. However, no such action may adversely affect in any material way any awards previously granted unless agreed by the recipient.

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The following table summarizes, as of the date of this prospectus, the options issued under our share incentive plans to our directors, executive officers and other grantees.

Name			Date of Expiration

Jing Zhou	9,500,000	0.000125	February 1, 2025 or April 1, 2027
Steven Yuan Ning Sim	*	0.000125	October 1, 2026
Hai Tong	*	0.000125	April 1, 2026, July 1, 2026, January 1, 2027, April 1, 2027 or January 1, 2028
Ran Ren	*	0.000125	July 1 2025, January 1, 2026, July 1, 2026 or April 1, 2027
All Directors and Executive Officers as a Group	13,450,000

*: Less than 1% of our total outstanding shares.

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PRINCIPAL SHAREHOLDERS

The following table sets forth information concerning the beneficial ownership of our ordinary shares as of the date of this prospectus, assuming conversion of all outstanding ordinary shares and all outstanding preferred shares into ordinary shares, by:

•: each of our directors and executive officers; and
•: each person known to us to beneficially own more than 5% of our ordinary shares.

The calculations in the table below are based on 236,123,759 ordinary shares outstanding on an as-converted basis as of the date of this prospectus and Class A ordinary shares and Class B ordinary shares outstanding immediately after the completion of this offering, assuming that the underwriters do not exercise their over-allotment option.

Beneficial ownership is determined in accordance with the rules and regulations of the SEC. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, we have included shares that the person has the right to acquire within 60 days, including through the exercise of any option, 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 After This Offering

	Ordinary Shares Beneficially Owned Prior to This Offering						Total Ordinary Shares on an as- Converted Basis
									% of Aggregate Voting Power†
					Class A Ordinary Shares	Class B Ordinary Shares		% of Beneficial Ownership
	Number		%		Class A Ordinary Shares	Class B Ordinary Shares		% of Beneficial Ownership
Directors and Executive Officers*
Wei Wei ⁽¹⁾		15,698,914		6.6
Jun Dong ⁽²⁾		23,722,804		10.0
Xiaomei Peng ⁽³⁾		12,360,777		5.2
Jing Zhou ⁽⁴⁾		5,656,250		2.3
Chao Zhou ⁽⁵⁾		—		—
Feng Hong ⁽⁶⁾		—		—
Jiacheng Liu ⁽⁷⁾		—		—
Steven Yuan Ning Sim ⁽⁸⁾		**		**
Hai Tong		**		**
Ran Ren		**		**
All directors and executive officers as a group		60,319,995		24.8
Principal Shareholders:
Genius Hub Limited ⁽²⁾		23,722,804		10.0
Mandra iBase Limited ⁽⁹⁾		18,613,699		7.9
New Fortune Fund L.P. ⁽¹⁰⁾		18,201,422		7.7
Ventech China II SICAR ⁽¹¹⁾		17,679,421		7.5
Xiaomi Ventures Limited ⁽¹²⁾		16,956,487		7.2
Wise Plus Limited ⁽¹⁾		15,698,914		6.6
Rosy Range Global Limited		12,360,777		5.2
Matrix Partners China III Hong Kong Limited ⁽¹³⁾		12,118,992		5.1

Notes:

For each person and group included in this column, percentage of voting power is calculated by dividing the voting power beneficially owned by such person or group by the voting power of all of our Class A and Class B ordinary shares as a single class. Each holder of Class B ordinary shares is entitled to fifteen votes per share, subject to certain conditions, and each holder

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of our Class A ordinary shares is entitled to one vote per share on all matters submitted to them for a vote. Our Class A ordinary shares and Class B ordinary shares vote together as a single class on all matters submitted to a vote of our shareholders, except as may otherwise be required by law. Our Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis.

*: Except for Mr. Chao Zhou, Mr. Feng Hong and Mr. Jiacheng Liu, the business address for our directors and executive officers is 216, 2/F East Gate, Pacific Century Place, No. A2 Gongti North Road, Chaoyang District, Beijing, the People's Republic of China.
**: Less than 1% of our total outstanding shares.
(1): Represents 15,698,914 ordinary shares held by Mr. Wei Wei through Wise Plus Limited, a company incorporated under the laws of British Virgin Islands. The registered office address of Wise Plus Limited is Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands. Wise Plus Limited is wholly owned and controlled by Beyond Mountain Holdings Limited, a company established under the laws of the British Virgin Islands. Beyond Mountain Holdings Limited is controlled by Beyond Mountain Trust, a trust established under the laws of the Cayman Islands and managed by TMF (Cayman) Ltd. as the trustee. Mr. Wei is the settlor of Beyond Mountain Trust, and Mr. Wei and his family members are the trust's beneficiaries. Under the terms of this trust, Mr Wei has the power to direct the trustee with respect to the retention or disposal of, and the exercise of any voting and other rights attached to, the shares held by Wise Plus Limited in our company. All of these ordinary shares will be redesignated as Class B ordinary shares immediately prior to the completion of this offering.
(2): Represents 23,722,804 ordinary shares held by Mr. Jun Dong through Genius Hub Limited, a company incorporated under the laws of British Virgin Islands. The registered office address of Genius Hub Limited is Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands. Genius Hub Limited is wholly owned and controlled by Coastal Hero Limited, a company incorporated under the laws of the British Virgin Islands. Coastal Hero Limited is controlled by Genesis Trust, a trust established under the laws of the Cayman Islands and managed by TMF (Cayman) Ltd. as the trustee. Mr. Dong is the settlor of Genesis Trust, and Mr. Dong and his family members are the trust's beneficiaries. Under the terms of this trust, Mr. Dong has the power to direct the trustee with respect to the retention or disposal of, and the exercise of any voting and other rights attached to, the shares held by Genius Hub Limited in our company. All of these ordinary shares will be redesignated as Class B ordinary shares immediately prior to the completion of this offering.
(3): Represents 12,360,777 ordinary shares held by Ms. Xiaomei Peng through Rosy Range Global Limited, a company incorporated under the laws of British Virgin Islands. The registered office address of Rosy Range Global Limited. is Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands. All of these ordinary shares will be redesignated as Class B ordinary shares immediately prior to the completion of this offering.
(4): Represents 1,000,000 ordinary shares held by Ms. Jing Zhou through Black Swan Investment Holding Limited, a company incorporated under the laws of British Virgin Islands, and options we granted to Ms. Zhou to purchase 4,656,250 ordinary shares of our company. The registered office address of Black Swan Investment Holding Limited is Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands. All of these ordinary shares will be redesignated as Class A ordinary shares immediately prior to the completion of this offering.
(5): The business address of Mr. Chao Zhou is Unit 1506, Tower B, Parkview Green, No. 9, Dongdaqiao Rd., Beijing, China.
(6): The business address of Mr. Feng Hong is 12/F, East Office Building, the Rainbow City of China Resources, No. 68 Qinghe Middle Street, Haidian District, Beijing, PRC.
(7): The business address of Mr. Jiacheng Liu is No. 8 SINA Plaza, Courtyard 10, the West Xibeiwang E. Road, Haidian District, Beijing 100193, PRC.
(8): Represents options we granted to Steven Yuan Ning Sim.
(9): Represents 1,450,716 series seed-C preferred shares, 16,252,912 series A-1 preferred shares, and 910,071 series A-2 preferred shares held by Mandra iBase Limited, a company incorporated under the laws of British Virgin Islands. Mandra iBase Limited is wholly owned and controlled by Beansprouts Ltd. Beansprouts Ltd. is owned by Bing How Mui and Song Yi Zhang and each of them holds 50% of the issued and outstanding share capital of Beansprouts Ltd. The registered address of Mandra iBase Limited is P.O. Box 933, Road Town, Tortola, British Virgin Islands, VG1110. All of these preferred shares will be redesignated as Class B ordinary shares immediately prior to the completion of this offering.
(10): Represents 18,201,422 series A-2 preferred shares held by New Fortune Fund L.P., a company incorporated under the laws of the Cayman Islands. New Fortune Fund L.P. has one general partner and two limited partners. The general partner of New Fortune Fund L.P. is Costal Sunshine Limited, a limited liability exempted company wholly owned and controlled by Mr. Yunli Liu. The limited partners of New Fortune Fund L.P. are Allplay Legend Corporation and Startide Capital Holdings Limited and they are both controlled by SINA Corporation. The registered address of New Fortune Fund L.P. is Maples Corporate Services Limited, P.O. Box 309, Ugland House, Grand Cayman KY1-1104, Cayman Islands. All of these preferred shares will be redesignated as Class B ordinary shares immediately prior to the completion of this offering.
(11): Represents 13,750,000 series seed-A-2 preferred shares, 3,165,886 series seed-B preferred shares, and 763,535 series seed-C preferred shares held by Ventech China II SICAR, a company incorporated in Luxemburg. None of the shareholders of Ventech China II SICAR holds more than 50% of the total voting power and the largest shareholder, Bred Banque Populaire, holds 34.93% of the total voting power of Ventech China II SICAR. Bred Banque Populaire is wholly owned and

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controlled by Groupe BPCE. The registered address of Ventech China II SICAR is 47 Avenue John F. Kennedy L-1855, Luxemburg. All of these preferred shares will be redesignated as Class B ordinary shares immediately prior to the completion of this offering.

(12): Represents 14,651,116 series seed-B preferred shares and 2,305,371 series seed-C preferred shares held by Xiaomi Ventures Limited, a company incorporated under the laws of British Virgin Islands. Xiaomi Ventures Limited is beneficially owned and controlled by Xiaomi Corporation. The registered address of Xiaomi Ventures Limited is P.O. Box 2221, Road Town, Tortola, British Virgin Islands. All of these preferred shares will be redesignated as Class B ordinary shares immediately prior to the completion of this offering.
(13): Represents 6,010,714 series seed-B preferred shares and 6,108,278 series seed-C preferred shares held by Matrix Partners China III Hong Kong Limited, a company incorporated in Hong Kong. The registered office address of Matrix Partners China III Hong Kong Limited is Suites 3701-3710, 37/F, Jardine House, 1 Connaught Place, Central, Hong Kong. Matrix Partners China III Hong Kong Limited is controlled by Matrix Partners China III, L.P., which holds 90% of its equity interest. The remaining 10% of the equity interest is held by Matrix Partners China III-A, L.P. Both Matrix Partners China III, L.P. and Matrix Partners China III-A, L.P. are managed by Matrix China III GP GP, Ltd. Timothy A. Barrows, David Ying Zhang, David Su and Yibo Shao are directors of Matrix China III GP GP, Ltd. and are deemed to have shared voting and investment power over the shares held by Matrix Partners China III, L.P. and Matrix Partners China III-A, L.P. The office address of Matrix Partners China III, L.P. and Matrix Partners China III-A, L.P is Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. All of these preferred shares will be redesignated as Class B ordinary shares immediately prior to the completion of this offering.

As of the date of this prospectus, we had no ordinary shares outstanding on an as converted basis that were held by record holders in the United States. Other than disclosed above, none of our shareholders has informed us that it 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. See "Description of Share Capital—History of Securities Issuances" for a description of issuances of our ordinary shares and preferred shares that have resulted in significant changes in ownership held by our major shareholders.

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RELATED PARTY TRANSACTIONS

Transactions and Agreements with Jimu Group

Reorganization Agreements

We have entered into a series of agreements with Jimu Group with respect to the Reorganization and post-Reorganization relationship between us and Jimu Group. For a description of these contractual arrangements, see "Corporate History and Structure—Our Relationship with Jimu Group."

Transactions with Jimu Group

Previously, both we and Jimu Group carried out our businesses under our predecessor, Jimu Holdings Limited, formerly known as Pintec Holdings Limited. The variable interest entities and subsidiaries affiliated with Jimu Group provided us with funding and credit enhancement, and we paid service fees to Jimu Group for the peer-to-peer matching services for the funding debts. The table below sets forth our transactions with Jimu Group for the period indicated:

	For the years ended December 31,						For the three months ended March 31,

	2016		2017				2018
Transactions	RMB		RMB		US$		RMB		US$
	(In thousands)
Cost and expenses allocated from Jimu Group		140,894		102,263		16,303		13,563		2,162
Service fee to Jimu Group for the peer-to-peer matching services for the funding debts		1,120		1,235		197		1,009		161
Allocated cost and expenses waived by Jimu Group		74,367		—		—		—		—
Service fees collected on behalf Jimu Group for which repayment is waived		28,690		—		—		—		—
Cash contribution from Jimu Group		155,057		—		—		—		—
Net cash advances from Jimu Group		29,790		23,121		3,686		35,282		5,625
Loan proceeds from Jimu Group		—		29,270		4,666		—		—

As of December 31, 2016, we had RMB108.9 million due from Jimu Group and RMB162.8 million (US$26.0 million) due to Jimu Group and as of December 31, 2017, RMB228.5 million due from Jimu Group and RMB385 million (US$61.4 million) due to Jimu Group. As of March 31, 2018, we had RMB194.7 million (US$31.0 million) due from Jimu Group and RMB203.9 million (US$32.5 million) due to Jimu Group.

Guarantee Arrangement with Jimu Group

Individual investors on Jimu Box, the peer-to-peer lending platform of Jimu Group, provide funding for certain of our personal and business installment loans. Jimu Group provides a limited guarantee as a form of credit enhancement. For details, please see "Management's Discussion and Analysis of Financial Condition and Results of Operations—Funding Sources and Credit Risk."

Transactions with BBAE Holdings Limited

BBAE Holdings Limited is an entity that shares a common director, Ms. Xiaomei Peng, with our company. BBAE Holdings Limited provides bridge loans to us for working capital purposes. As of December 31, 2016 and 2017, we had RMB797 thousand and RMB478 thousand (US$76 thousand) due from BBAE Holdings Limited, respectively, and RMB163 thousand and RMB527 thousand (US$84 thousand) due to BBAE Holdings Limited, respectively. As of March 31, 2018, we had

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RMB478 thousand (US$76 thousand) due from BBAE Holdings Limited and RMB552 thousand (US$88 thousand) due to BBAE Holdings Limited.

Transactions with Beijing Liangduo Science and Technology Co., Ltd

Beijing Liangduo Science and Technology Co. Ltd. is an entity in which we invested in May 2017 and hold 18% equity interests in. As of December 31, 2017 and March 31, 2018, we had RMB0.9 million (US$0.1 million) and RMB2.7 million (US$0.4 million), respectively, due to Beijing Liangduo Science and Technology Co. Ltd. related to out-sourced collection service fees.

Shareholder Loans

We entered into a loan agreement in July 2018 with Delight Treasure Holdings Limited, which is a 2.1% shareholder of ours. The loan has a principal amount of US$10,000,000, an annual interest rate of 10.3%, and a term of one year, and it may be prepaid by us without penalty at any time. Minheng entered into a separate loan agreement at the same time with Xijin (Shanghai) Venture Capital Management Co., Ltd., which is the 100% owner of Cheer Fortune Investment Limited, a 1.1% shareholder of ours. This loan has a principal amount of RMB70,000,000 (US$11,159,647), an annual interest rate of 10.3%, and a term of one year, and it may be prepaid by Minheng without penalty at any time. We plan to use the proceeds of these loans, together with cash on hand, to repay the balance of the loan that we borrowed from Ms. Xuan Zhang from January to March 2018. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources."

Contractual Arrangements with Our Variable Interest Entities and Their Shareholders

See "Corporate History and Structure—Contractual Arrangements with Our Variable Interest Entities."

Private Placements

See "Description of Share Capital—History of Securities Issuances."

Shareholders Agreement

See "Description of Share Capital—History of Securities Issuances."

Employment Agreements and Indemnification Agreements

See "Management—Employment Agreements and Indemnification Agreements."

Share Incentives

See "Management—Share Incentive Plan."

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DESCRIPTION OF SHARE CAPITAL

We are a Cayman Islands exempted company with limited liability and our affairs are governed by our memorandum and articles of association, as amended and restated from time to time, and the Companies Law (2018 Revision) of the Cayman Islands, which is referred to as the Companies Law below.

As of the date hereof, our authorized share capital consists of 400,000,000 shares of a nominal or par value of US$0.000125 each, of which: (i) 235,335,431 are designated as ordinary shares, (ii) 2,500,000 are designated as series seed-A-1 preferred shares; (iii) 17,678,568 are designated as series seed-A-2 preferred shares; (iv) 37,257,705 are designated as series seed-B preferred shares; (v) 42,747,918 are designated as series seed-C preferred shares; (vi) 25,650,679 are designated as series A-1 preferred shares; and (vii) 38,829,699 are designated as series A-2 preferred shares. Immediately prior to the completion of this offering, our authorised share capital will be changed into US$50,000 divided into 400,000,000 shares of a par value of US$0.000125 each, comprising of (i) 348,217,505 Class A ordinary shares of a par value of US$0.000125 each, and (ii) 51,782,495 Class B ordinary shares of a par value of US$0.000125 each. We will have Class A ordinary shares issued and outstanding, and Class B ordinary shares issued and outstanding, assuming the underwriters do not exercise the over-allotment option. All of our shares issued and outstanding prior to the completion of the offering are and will be fully paid, and all of our shares to be issued in the offering will be issued as fully paid.

We plan to adopt an amended and restated memorandum and articles of association, which will become effective immediately prior to the completion of this offering and will replace our existing amended and restated memorandum and articles of association in their entirety. The following are summaries of material provisions of our post-offering amended and restated memorandum and articles of association and the Companies Law insofar as they relate to the material terms of our ordinary shares.

Ordinary Shares

General

Based on the assumptions and qualifications in its opinion that is filed as an exhibit to the registration statement that includes this prospectus, our Cayman Islands counsel, Travers Thorp Alberga, has advised us that all of our outstanding ordinary shares are fully paid and non-assessable. Certificates representing the ordinary shares are issued in registered form. Our shareholders who are non-residents of the Cayman Islands may freely hold and vote their ordinary shares. Our company will issue only non-negotiable shares, and will not issue bearer or negotiable shares.

Register of Members

Under Cayman Islands law, we must keep a register of members and there should be entered therein:

•: the names and addresses of the members, a statement of the shares held by each member, and of the amount paid or agreed to be considered as paid, on the shares of each member;
•: the date on which the name of any person was entered on the register as a member; and
•: the date on which any person ceased to be a member.

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) and a member registered in the register of members is deemed as a matter of Cayman Islands law to have legal title to the shares as set against its name in the register of

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members. Upon the closing of this offering, the register of members will be immediately updated to record and give effect to the issue of shares by us to the Depositary (or its nominee) as the depositary. Once our register of members has been updated, the shareholders recorded in the register of members should be deemed to have legal title to the shares set against their name.

If the name of any person is incorrectly entered in or omitted from our register of members, or if there is any default or unnecessary delay in entering on the register the fact of any person having ceased to be a member of our company, the person or member aggrieved (or any member of our company or our 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.

Ordinary Shares. Our ordinary shares are divided into Class A ordinary shares and Class B ordinary shares. Holders of our Class A ordinary shares and Class B ordinary shares will have the same rights except for voting and conversion rights. Each Class B ordinary share shall entitle the holder thereof to fifteen (15) votes on all matters subject to vote at our general meetings, subject to certain conditions, and each Class A ordinary share shall entitle the holder thereof to one (1) vote on all matters subject to vote at our general meetings. Our ordinary shares are issued in registered form and are issued when registered in our register of members.

Conversion. Each Class B ordinary share is convertible into one Class A ordinary share at any time by the holder thereof. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Upon any sale of Class B ordinary shares by a holder thereof to any person other than our three core founders, Mr. Wei Wei, Mr. Jun Dong and Ms. Xiaomei Peng, or any entity which is not affiliated with any of the three core founders, such Class B ordinary shares are automatically and immediately converted into the same number of Class A ordinary shares. Each Class B ordinary share beneficially owned by any core founder is automatically converted into one Class A ordinary share, if at any time the core founder ceases to be a director or employee of our company or ceases to have the capability to make business decisions on behalf of our company due to health reasons.

Dividends

The holders of our ordinary shares are entitled to such dividends as may be declared by our board of directors or shareholders in general meeting (provided always that dividends may be declared and paid only out of funds legally available therefor, namely out of either profit or our share premium account, and provided further that a dividend may not be paid if this would result in our company being unable to pay its debts as they fall due in the ordinary course of business).

Voting Rights

Holders of ordinary shares have the right to receive notice of, attend, speak and vote at general meetings of our company. Holders of ordinary shares shall, at all times, vote together as one class on all matters submitted to a vote by the members at any such general meeting. Each holder of Class B ordinary shares is entitled to fifteen votes per share, subject to certain conditions, and each holder of our Class A ordinary shares is entitled to one vote per share on all matters submitted to them for a vote. Voting at any meeting of shareholders is by show of hands unless a poll is demanded. A poll may be demanded by the chairman of such meeting or any one shareholder present in person or by proxy.

Travers Thorp Alberga, our counsel as to Cayman Islands law, has advised that such voting structure is in compliance with current Cayman Islands law as in general terms, a company and its shareholders are free to provide in the articles of association for such rights as they consider appropriate, subject to such rights not being contrary to any provision of the Companies Law and not inconsistent with common law. Travers Thorp Alberga has confirmed that the inclusion in our

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post-offering amended and restated memorandum and articles of association of provisions giving weighted voting rights to specific classes of shareholders generally or to specific classes of shareholders on specific resolutions is not prohibited by the Companies Law. Further, weighted voting provisions have been held to be valid as a matter of English common law and therefore it is expected that such would be upheld by a Cayman Islands court.

An ordinary resolution to be passed by the shareholders requires the affirmative vote of a simple majority of the votes attached to the ordinary shares cast by those shareholders who are present in person or by proxy at a general meeting, while a special resolution requires the affirmative vote of no less than two-thirds of the votes attached to the ordinary shares cast by those shareholders who are present in person or by proxy at a general meeting. Both ordinary resolutions and special resolutions may also be passed by a unanimous written resolution signed by all the shareholders of our company, as permitted by the Companies Law and our 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.

Transfer of Ordinary Shares

Any of our shareholders may transfer all or any of his or her ordinary shares by an instrument of transfer in the usual or common form or any other form approved by our board of directors.

However, 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 our company has a lien. Our board of directors may also decline to register any transfer of any ordinary share unless:

•: the instrument of transfer is lodged with us, accompanied by the certificate for the ordinary shares to which it relates and such other evidence as our board of directors may reasonably require to show the right of the transferor to make the transfer;
•: the instrument of transfer is in respect of only one class of shares;
•: the instrument of transfer is properly stamped, if required;
•: the ordinary shares transferred are free of any lien in favor of us;
•: any fee related to the transfer has been paid to us; and
•: in the case of a transfer to joint holders, the transfer is not to more than four joint holders.

If our directors refuse to register a transfer they are required, within two months after the date on which the instrument of transfer was lodged, to send to each of the transferor and the transferee notice of such refusal.

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.

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Calls on Ordinary Shares and Forfeiture of Ordinary Shares

Our board of directors may from time to time make calls upon shareholders for any amounts unpaid on their ordinary shares. The ordinary shares that have been called upon and remain unpaid are subject to forfeiture.

Redemption, Repurchase and Surrender of Ordinary Shares

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 our board of directors 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 out of the proceeds of a fresh issue of shares made for the purpose of such redemption or repurchase, or out of capital (including share premium account and capital redemption reserve) if our company can, immediately following such payment, pay its debts as they fall due in the ordinary course of business. In addition, under the Companies Law no such share may be redeemed or repurchased (a) unless it is fully paid up, (b) if such redemption or repurchase would result in there being no shares outstanding, or (c) if the company has commenced liquidation. In addition, our company may accept the surrender of any fully paid share for no consideration.

Variations of Rights of Shares

If at any time, our share capital is divided into different classes of shares, all or any of the special rights attached to any class of shares may be varied with the consent in writing of the holders of two-thirds in nominal value of the issued shares of that class or with the sanction of a special resolution passed at a general meeting of the holders of shares of that class. The rights conferred upon the holders of the shares of any class issued with preferred or other rights will 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 with such existing class of shares.

General Meetings of Shareholders 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-offering memorandum and articles of association provide that we shall in each year hold a general meeting as our annual general meeting in which case we shall specify the meeting as such in the notices calling it, and the annual general meeting shall be held at such time and place as may be determined by our directors.

Shareholders' annual general meetings and any other general meetings of our shareholders may be convened by a majority of our board of directors. Advance notice of at least fourteen calendar days is required for the convening of our annual general shareholders' meeting and any other general meeting of our shareholders. A quorum required for a general meeting of shareholders consists of at least one shareholder present or by proxy, representing not less than one-third of the total voting power of their outstanding shares in our company.

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-offering memorandum and articles of association allow any two or more shareholders holding shares representing in aggregate not less than one-third of the total voting rights in the paid up capital of our company, to requisition an extraordinary general meeting of the shareholders, in which case our directors are obliged to call such meeting and to put the resolutions so requisitioned to a vote at such

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meeting; however, our post-offering memorandum and articles of association do not provide our shareholders with any right to put any proposals before annual general meetings or extraordinary general meetings not called by such shareholders.

Election and Removal of Directors

Unless otherwise determined by our company in general meeting, our articles provide that our board will consist of not less than two directors. There are no provisions relating to retirement of directors upon reaching any age limit.

The directors have the power to appoint any person as a director either to fill a casual vacancy on the board or as an addition to the existing board. Any director so appointed shall hold office only until the next following annual general meeting of our company and shall then be eligible for re-election at that meeting. At each annual general meeting, one-third of the directors for the time being, or, if their number is not three or a multiple of three, then the number nearest to, but not less than, one-third, shall retire from office by rotation. The directors to retire in every year shall be those who have been longest in office since their last election but as between persons who became directors on the same day those to retire shall (unless they otherwise agree between themselves) be determined by lot. A retiring director shall retain office until the close of the meeting at which he retires, and shall be eligible for re-election thereat.

Our shareholders may also appoint any person to be a director by way of ordinary resolution.

A director may be removed with or without cause by ordinary resolution.

Proceedings of Board of Directors

Our post-offering memorandum and articles of association provide that our business is to be managed and conducted by our board of directors. The quorum necessary for board meetings may be fixed by the board and, unless so fixed at another number, will be a majority of the directors.

Our post-offering memorandum and articles of association provide that the board may from time to time at its discretion exercise all powers of our company to raise or borrow money, to mortgage or charge all or any part of the undertaking, property and assets (present and future) and uncalled capital of our company and issue debentures, bonds and other securities of our company, whether outright or as collateral security for any debt, liability or obligation of our company or of any third party.

Inspection of Books and Records

Holders of our ordinary shares 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 audited financial statements. See "Where You Can Find Additional Information."

Changes in Capital

Our shareholders may from time to time by ordinary resolution:

•: increase our share capital by such sum, to be divided into shares of such amount, as the resolution shall prescribe;
•: consolidate and divide all or any of our share capital into shares of a larger amount than our existing shares;
•: sub-divide our 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

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reduced share shall be the same as it was in case of the share from which the reduced share is derived; or

•: cancel any shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person and diminish the amount of our share capital by the amount of the shares so cancelled.

Our shareholders may by special resolution, subject to confirmation by the Grand Court of the Cayman Islands on an application by our company for an order confirming such reduction, reduce our share capital or any capital redemption reserve in any manner permitted by law.

Exempted Company

We are an exempted company with limited liability under the Companies Law of the Cayman Islands. The Companies Law in the Cayman Islands distinguishes between ordinary resident companies and exempted companies. Any company that is registered in the Cayman Islands but conducts business mainly outside of the Cayman Islands may apply to be registered as an exempted company. The requirements for an exempted company are essentially the same as for an ordinary company except for the exemptions and privileges listed below:

•: an exempted company does not have to file an annual return of its shareholders with the Registrar of Companies;
•: an exempted company's register of members is not required to be open to inspection;
•: an exempted company does not have to hold an annual general meeting;
•: an exempted company may issue no par value, negotiable shares;
•: an exempted company may obtain an undertaking against the imposition of any future taxation (such undertakings are usually given for 20 years in the first instance);
•: an exempted company may register by way of continuation in another jurisdiction and be deregistered in the Cayman Islands;
•: an exempted company may register as a limited duration company; and
•: an exempted company may register as a segregated portfolio company.

"Limited liability" means that the liability of each shareholder is limited to the amount unpaid by the shareholder on that shareholder's shares of the company (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil). Upon the closing of this offering, we will be subject to reporting and other informational requirements of the Exchange Act, as applicable to foreign private issuers. Except as otherwise disclosed in this prospectus, we currently intend to comply with the Nasdaq Global Market rules in lieu of following home country practice after the closing of this offering.

Differences in Corporate Law

The Companies Law is derived, to a large extent, from the older Companies Acts of England but does not follow recent United Kingdom statutory enactments, and accordingly there are significant differences between the Companies Law and the current Companies Act of England. In addition, the Companies Law differs from laws applicable to United States corporations and their shareholders. Set forth below is a summary of the significant differences between the provisions of the Companies Law applicable to us and the laws applicable to companies incorporated in the United States and their shareholders.

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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 undertaking, 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 combined company and the vesting of the undertaking, property and liabilities of such companies to the consolidated company. In order to effect such a merger or consolidation, the directors of each constituent company must approve a written plan of merger or consolidation, which must then be authorized by (a) a special resolution of the shareholders of each constituent company, and (b) such other authorization, if any, as may be specified in such constituent company's articles of association. The written plan of merger or consolidation must be filed with the Registrar of Companies together with a declaration as to the solvency of the consolidated or surviving company, a list of the assets and liabilities of each constituent company and an undertaking that a copy of the certificate of merger or consolidation will be given to the members and creditors of each constituent company and that notification of the merger or consolidation will be published in the Cayman Islands Gazette. 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 or creditors with whom the arrangement is to be made and who must, in addition, represent three-fourths in value of each such class of shareholders or creditors, as the case may be, that are present and voting either in person or by proxy at a meeting, or meetings, convened for that purpose. The convening of the meetings and subsequently the arrangement must be sanctioned by the Grand Court of the Cayman Islands. While a dissenting shareholder has the right to express to the court the view that the transaction ought not to be approved, the court can be expected to approve the arrangement if it determines that:

•: the statutory provisions as to the required majority vote have been met;
•: the shareholders have been fairly represented at the meeting in question and the statutory majority are acting bona fide without coercion of the minority to promote interests adverse to those of the class;
•: the arrangement is such that may be reasonably approved by an intelligent and honest man of that class acting in respect of his interest; and
•: the arrangement is not one that would more properly be sanctioned under some other provision of the Companies Law.

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 an 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 Delaware corporations, providing rights to receive payment in cash for the judicially determined value of the shares.

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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, the Cayman Islands court can be expected to apply and follow the common law principles (namely the rule in Foss v. Harbottle and the exceptions thereto) which permit a minority shareholder to commence a class action against, or derivative actions in the name of, a company to challenge the following:

•: an acts which is illegal or ultra vires;
•: an act which, although not ultra vires, could only be effected duly if authorized by a special or qualified majority vote that has not been obtained; and
•: an act which constitutes a fraud on the minority where the wrongdoers are themselves in control of the company.

Indemnification of Directors and Executive Officers and Limitation of Liability

Cayman Islands law does not limit the extent to which a company's articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences of committing a crime. Our post-offering memorandum and articles of association provide that our directors and officers shall be indemnified against all actions, costs, charges, expenses, losses and damages incurred or sustained by such director or officer, other than by reason of such person's own dishonesty, willful default or fraud, in or about the conduct of our company's business or affairs or in the execution or discharge of his duties, powers, authorities or discretions, including without prejudice to the generality of the foregoing, any costs, expenses, losses or liabilities incurred by such director or officer in defending (whether successfully or otherwise) any civil proceedings concerning our company or its affairs in any court whether in the Cayman Islands or elsewhere. This standard of conduct is generally the same as permitted under the Delaware General Corporation Law for a Delaware corporation. In addition, we intend to enter into indemnification agreements with our directors and senior executive officers that will provide such persons with additional indemnification beyond that provided in our post-offering memorandum and articles of association.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling us under the foregoing provisions, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Anti-Takeover Provisions in the Memorandum and Articles of Association

Some provisions of our post-offering memorandum and articles of association may discourage, delay or prevent a change in control of our company or management that shareholders may consider favorable, including provisions that authorize our board of directors to issue preferred shares in one or more series and to designate the price, rights, preferences, privileges and restrictions of such preferred shares without any further vote or action by our shareholders.

However, under Cayman Islands law, our directors may only exercise the rights and powers granted to them under our memorandum and articles of association, as amended and restated from time to time, for a proper purpose and for what they believe in good faith to be in the best interests of our company.

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Directors' Fiduciary Duties

Under Delaware corporate law, a director of a Delaware corporation has a fiduciary duty to the corporation and its shareholders. This duty has two components: the duty of care and the duty of loyalty. The duty of care requires that a director act in good faith, with the care that an ordinarily prudent person would exercise under similar circumstances. Under this duty, a director must inform himself of and disclose to shareholders, all material information reasonably available regarding a significant transaction. The duty of loyalty requires that a director act in a manner he or she reasonably believes to be in the best interests of the corporation. He or she must not use his or her corporate position for personal gain or advantage. This duty prohibits self-dealing by a director and mandates that the best interest of the corporation and its shareholders take precedence over any interest possessed by a director, officer or controlling shareholder and not shared by the shareholders generally. In general, actions of a director are presumed to have been made on an informed basis, in good faith and in the honest belief that the action taken was in the best interests of the corporation. However, this presumption may be rebutted by evidence of a breach of one of the fiduciary duties. Should such evidence be presented concerning a transaction by a director, a director must prove the procedural fairness of the transaction and that the transaction was of fair value to the corporation.

As a matter of Cayman Islands law, a director of a Cayman Islands company is in the position of a fiduciary with respect to the company and therefore he owes the following duties to the company—a duty to act in good faith in the best interests of the company, a duty not to make a personal profit based on his or her position as director (unless the company permits him to do so), a duty not to put himself in a position where the interests of the company conflict with his or her personal interest or his or her duty to a third party and a duty to exercise powers for the purpose for which such powers were intended. A director of a Cayman Islands company owes to the company a duty to act with skill and care. It was previously considered that a director need not exhibit in the performance of his or her duties a greater degree of skill than may reasonably be expected from a person of his or her knowledge and experience. However, English and Commonwealth courts have moved towards an objective standard with regard to the required skill and care and these authorities are likely to be followed in the Cayman Islands.

Shareholder Proposals

Under the Delaware General Corporation Law, a shareholder has the right to put any proposal before the annual meeting of shareholders, provided it complies with the notice provisions in the governing documents. The Delaware General Corporation Law does not provide shareholders an express right to put any proposal before the annual meeting of shareholders, but in keeping with common law, Delaware corporations generally afford shareholders an opportunity to make proposals and nominations provided that they comply with the notice provisions in the certificate of incorporation or bylaws. A special meeting may be called by the board of directors or any other person authorized to do so in the governing documents, but shareholders may be precluded from calling special meetings.

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-offering memorandum and articles of association provides that, on the requisition of any two or more shareholders holding shares representing in aggregate not less than one-third of the total voting rights in the paid up capital of our company, the board shall convene an extraordinary general meeting. However, our post-offering memorandum and articles of association do not provide our shareholders with any right to put any proposals before annual general meetings or extraordinary general meetings not called by such shareholders. As an exempted Cayman Islands company, we are not obliged by law to call shareholders' annual general meetings.

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Cumulative Voting

Under the Delaware General Corporation Law, cumulative voting for elections of directors is not permitted unless the corporation's certificate of incorporation specifically provides for it. Cumulative voting potentially facilitates the representation of minority shareholders on a board of directors since it permits the minority shareholder to cast all the votes to which the shareholder is entitled on a single director, which increases the shareholder's voting power with respect to electing such director. Cayman Islands law does not prohibit cumulative voting, but our post-offering articles of association do not provide for cumulative voting. As a result, our shareholders are not afforded any less protections or rights on this issue than shareholders of a Delaware corporation.

Removal of Directors

Under the Delaware General Corporation Law, a director of a corporation with a classified board may be removed only for cause with the approval of a majority of the outstanding shares entitled to vote, unless the certificate of incorporation provides otherwise. Under our post-offering memorandum and articles of association, directors may be removed by 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 or bylaws that is approved by its shareholders, it is prohibited from engaging in certain business combinations with an "interested shareholder" for three years following the date that such person becomes an interested shareholder. An interested shareholder generally is a person or a group who or which owns or owned 15% or more of the target's outstanding voting stock or who or which is an affiliate or associate of the corporation and owned 15% or more of the corporation's outstanding voting stock within the past three years. This has the effect of limiting the ability of a potential acquirer to make a two-tiered bid for the target in which all shareholders would not be treated equally. The statute does not apply if, among other things, prior to the date on which such shareholder becomes an interested shareholder, the board of directors approves either the business combination or the transaction which resulted in the person becoming an interested shareholder. This encourages any potential acquirer of a Delaware corporation to negotiate the terms of any acquisition transaction with the target's board of directors.

Cayman Islands law has no comparable statute. As a result, we cannot avail ourselves of the types of protections afforded by the Delaware business combination statute. However, although Cayman Islands law does not regulate transactions between a company and its significant shareholders, it does provide that such transactions must be entered into bona fide in the best interests of the company and for a proper corporate purpose and not with the effect of constituting a fraud on the minority shareholders.

Dissolution; Winding Up

Under the Delaware General Corporation Law, unless the board of directors approves the proposal to dissolve, dissolution must be approved by shareholders holding 100% of the total voting power of the corporation. Only if the dissolution is initiated by the board of directors may it be approved by a simple majority of the corporation's outstanding shares. Delaware law allows a Delaware corporation to include in its certificate of incorporation a supermajority voting requirement in connection with dissolutions initiated by the board. Under Cayman Islands law, a company may be wound up by either an order of the courts of the Cayman Islands or by a special resolution of its members or, if the company is unable to pay its debts as they fall due, by an ordinary resolution of its

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members. The court has authority to order winding up in a number of specified circumstances including where it is, in the opinion of the court, just and equitable to do so.

Variation of Rights of Shares

Under the Delaware General Corporation Law, a corporation may vary the rights of a class of shares with the approval of a majority of the outstanding shares of such class, unless the certificate of incorporation provides otherwise. Under Cayman Islands law and our articles of association, if our share capital is divided into more than one class of shares, we may vary the rights attached to any class only with the written consent of the holders of two-thirds in nominal value of the issued shares of that class or with the sanction of a special resolution passed at a general meeting of the holders of shares of that class.

Amendment of Governing Documents

Under the Delaware General Corporation Law, a corporation's certificate of incorporation may be amended only if adopted and declared advisable by the board of directors and approved by a majority of the outstanding shares entitled to vote and the bylaws may be amended with the approval of a majority of the outstanding shares entitled to vote and may, if so provided in the certificate of incorporation, also be amended by the board of directors. Under the Companies Law, our memorandum and articles of association may only be amended by special resolution of our shareholders.

Rights of Non-Resident or Foreign Shareholders

There are no limitations imposed by our post-offering memorandum and articles of association on the rights of non-resident or foreign shareholders to hold or exercise voting rights on our shares. In addition, there are no provisions in our post-offering memorandum and articles of association governing the ownership threshold above which shareholder ownership must be disclosed.

Directors' Power to Issue Shares

Under our post-offering memorandum and articles of association, our board of directors is empowered to issue or allot shares or grant options and warrants with or without preferred, deferred, qualified or other special rights or restrictions.

History of Securities Issuances

The following is a summary of our securities issuances in the past three years, all of which are in connection with the Reorganization and the carve-out from our predecessor, Pintec Technology Holdings Limited. See "Corporate History and Structure."

Upon our incorporation on March 2, 2017, we issued one ordinary share to the initial subscriber and the one ordinary share was transferred to Wise Plus Limited on the same day. On April 7, 2017, we further issued one ordinary share to Wise Plus Limited as part of a share swap, in exchange for equity interests in Sky City Holdings Limited and Next Hop Holdings Limited, currently our wholly owned subsidiaries.

On May 5, 2017, we issued 70,772,953 ordinary shares for an aggregate consideration of US$10,615.94 to Wise Plus Limited, Genius Hub Limited, Rosy Range Global Limited, Earnest Way International Limited, CH Financial Holdings Ltd., Spring Fountain Holdings Limited, Black Swan Investment Holdings Limited and Up Sail Holdings Limited.

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On December 8, 2017, we distributed ordinary and preferred shares to the existing shareholders of our predecessor in proportion to its current shareholding structure, in a total of 102,411,238 ordinary and preferred shares for an aggregate consideration of US$12,801.40.

On May 18, 2018, in connection with the conversion of US$39,455,515 in convertible loans previously issued to certain investors to equity interests of our company, we issued 25,650,679 series A-1 preferred shares to Mandra iBase Limited, Asembly Fintech Limited, Shunwei TMT III Limited, David Charles Desilets, Cheer Fortune Investment Limited and Hillingdon Ventures Limited.

On May 18, 2018, in connection with our series A-2 preferred share financing, we issued 38,829,699 series A-2 preferred shares to New Fortune Fund L.P., Genesis Ventures Limited, True Radiant Limited, Yang Zhizhong, Delight Treasure Holdings Limited, Lucky P2P Limited, Asembly Fintech Limited, Precise Noble Limited, Sheen Profit Holdings Limited, Mandra iBase Limited and Woo Foong Hong Limited for an aggregate consideration of US$64,000,000.

Shareholders Agreement

We entered into an amended and restated shareholders agreement with our shareholders on May 18, 2018.

Pursuant to this shareholders agreement, our board of directors shall consist of up to seven directors. The holders of our ordinary shares are entitled to appoint four directors, and New Fortune Fund L.P., Xiaomi Ventures Limited and Ventech China II SICAR are each entitled to appoint one director.

The amended and restated shareholders agreement also provides for certain preferential rights, including right of participation and co-sale rights. Except for the registration rights, all the preferential rights, as well as the provisions governing the board of directors, will terminate upon the completion of this offering.

Registration Rights

Pursuant to our current shareholders agreement, we have granted certain registration rights to our shareholders. Set forth below is a description of the registration rights granted under the agreement.

Demand Registration Rights. Holders of at least 20% of our registrable securities have the right to demand in writing that we file a registration statement to register their registrable securities and registrable securities held by others who choose to participate in the offering. This right may be exercised at any time after this initial public offering. We are not obligated to effect a demand registration if, within the six-month period preceding the date of such request, we have already effected a registration pursuant to demand registration rights or Form F-3 registration rights, or holders had an opportunity to participate pursuant to piggyback registration rights. If the underwriters determine that marketing factors require a limitation of the number of share to be underwritten, the underwriters may reduce as required and allocate the shares to be included in the registration statement among holders, subject to certain limitations.

Piggyback Registration Rights. If we propose to file a registration statement for a public offering of our securities, we must offer holders of our registrable securities an opportunity to include in the registration the registrable securities then held by such holders. If the underwriters determine in good faith that marketing factors require a limitation of the number of shares to be underwritten, the registrable securities shall allocate first to us, second to each of the holders of series seed-C convertible preferred shares requesting for the inclusion of their registrable securities pursuant to the piggyback registration, third to each of the holders of series seed-B convertible preferred shares requesting for the inclusion of their registrable securities pursuant to the piggyback registration, forth to each of the holders of series seed-A-1 or seed-A-2 convertible preferred shares requesting for the inclusion of their

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registrable securities pursuant to the piggyback registration, and fifth to each of holders of other securities requesting for the inclusion of their registrable securities pursuant to the piggyback registration.

Form F-3 Registration Rights. Holders of at least 20% of our registrable securities have the right to demand in writing to file a registration on Form F-3. We are not obligated to effect such registration if, among other things, (i) the anticipated aggregate offering price is less than US$200,000,000, or (ii) we have already effected a registration in the six month period preceding the date of the request. We may defer filing of a registration statement on Form F-3 no more than once during any 12 month period for up to 90 days if our board of directors determines in good faith that filing such registration statement will be materially detrimental to us and our shareholders.

Expenses of Registration. We will bear all registration expenses, other than underwriting discounts and selling commissions, incurred in connection with any demand, piggyback or F-3 registration.

Termination of Obligations. The registration rights set forth above shall terminate on the earlier of (i) the fifth anniversary of this initial public offering and (ii) with respect to any holder of registrable securities, the time when all registrable securities held by such holder may be sold pursuant to Rule 144 under the Securities Act without transfer restrictions.

Option Grants

We have granted options to purchase our ordinary shares to certain of our directors, executive officers and employees under our First Plan, for their past and future services. See "Management—Share Incentive Plan."

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DESCRIPTION OF AMERICAN DEPOSITARY SHARES

American Depositary Shares

The Bank of New York Mellon, as depositary, will register and deliver American Depositary Shares, also referred to as ADSs. Each ADS will represent Class A ordinary shares (or a right to receive ordinary shares) deposited with The Hongkong and Shanghai Banking Corporation Limited, 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 deposited ordinary shares together with any other securities, cash or other property held by the depositary are referred to as the deposited securities. The depositary's office at which the ADSs will be administered is located at 101 Barclay Street, New York, New York 10286. The Bank of New York Mellon's principal executive office is located at 225 Liberty Street, New York, New York 10286.

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 ordinary shares underlying your ADSs. As a registered holder of ADSs, you will have ADS holder rights. A deposit agreement between 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. See "Where You Can Find Additional Information" for directions on how to obtain copies of those documents.

Dividends and Other Distributions

How will you receive dividends and other distributions on the ordinary shares?

The depositary has agreed to pay or distribute to ADS holders the cash dividends or other distributions it or the custodian receives on ordinary 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 ordinary shares your ADSs represent.

Cash. The depositary will convert any cash dividend or other cash distribution we pay on the ordinary 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.

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Before making a distribution, any withholding taxes, or other governmental charges that must be paid will be deducted. See "Taxation." The depositary 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 or all of the value of the distribution.

Ordinary Shares. The depositary may distribute additional ADSs representing any ordinary shares we distribute as a dividend or free distribution. The depositary will only distribute whole ADSs. It will sell ordinary shares which would require it to deliver a fraction of an ADS (or ADSs representing those ordinary 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 ordinary shares. The depositary may sell a portion of the distributed ordinary shares (or ADSs representing those ordinary 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 ordinary shares, new ADSs representing the new ordinary 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 ordinary 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 ordinary shares or evidence of rights to receive ordinary 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

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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.

How can ADS holders withdraw the deposited securities?

You may surrender your ADSs to the depositary for the purpose of withdrawal. 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 ordinary 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. However, the depositary is not required to accept surrender of ADSs to the extent it would require delivery of a fraction of a deposited ordinary share or other security. 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 an ADR evidencing those ADSs to the ADS holder.

Voting Rights

How do you vote?

ADS holders may instruct the depositary how to vote the number of deposited ordinary 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 must 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 other applicable documents, to vote or to have its agents vote the ordinary 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 will not be able to exercise voting rights unless you surrender your ADSs and withdraw the ordinary shares. However, you may not know about the meeting far enough in advance to withdraw the ordinary shares. In any event, the depositary will not exercise any discretion in voting deposited securities and it will only vote or attempt to vote as instructed.

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.

If we asked the depositary to solicit your instructions at least 45 days before the meeting date but the depositary does not receive voting instructions from you by the specified date, it will consider you to have authorized and directed it to give a discretionary proxy to a person designated by us to vote the

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number of deposited securities represented by your ADSs. The depositary will give a discretionary proxy in those circumstances to vote on all questions at to be voted upon unless we notify the depositary that:

•: we do not wish to receive a discretionary proxy;
•: there is substantial shareholder opposition to the particular question; or
•: the particular question would have an adverse impact on our shareholders.

We are required to notify the depositary if one of the conditions specified above exists.

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.

Fees and Expenses

Persons depositing or withdrawing ordinary 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 ordinary 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 ordinary shares and the ordinary 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 ordinary shares on our share register to or from the name of the depositary or its agent when you deposit or withdraw ordinary shares
Expenses of the depositary		Cable 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 ordinary 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 ordinary shares or surrendering ADSs for the purpose of withdrawal or from intermediaries

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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 services that require a fee 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 dealers 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 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 ADS holders any proceeds, or send 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

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the deposit agreement. However, if the depositary decides it would not be lawful and practical 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, 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

•: 60 days have passed since the depositary told us it wants to resign but a successor depositary has not been appointed and accepted its appointment;
•: we delist the ADSs from an exchange on which they were listed and do not list the ADSs on another exchange;
•: we appear to be insolvent or enter insolvency proceedings
•: all or substantially all the value of the deposited securities has been distributed either in cash or in the form of securities;
•: there are no deposited securities underlying the ADSs or the underlying deposited securities have become apparently worthless; or
•: there has been a replacement of deposited securities.

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

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surrender for the purpose of withdrawing deposited securities or reverse previously accepted surrenders of that kind 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:

•: are only obligated to take the actions specifically set forth in the deposit agreement without negligence or bad faith, and the depositary will not be a fiduciary or have any fiduciary duty to holders of ADSs;
•: are not liable if we are or it is prevented or delayed by law or by events or circumstances beyond our or its ability to prevent or counteract with reasonable care or effort from performing our or its obligations under the deposit agreement;
•: are not liable if we or it exercises discretion permitted under the deposit agreement;
•: are not liable for the inability of any holder of ADSs to benefit from any distribution on deposited securities that is not made available to holders of ADSs under the terms of the deposit agreement, or for any special, consequential or punitive damages for any breach of the terms of the deposit agreement;
•: have no obligation to become involved in a lawsuit or other proceeding related to the ADSs or the deposit agreement on your behalf or on behalf of any other person;
•: may rely upon any documents we believe or it believes in good faith to be genuine and to have been signed or presented by the proper person; and
•: are not liable for the acts or omissions of any securities depository, clearing agency or settlement system.

The depositary has no duty to make any determination or provide any information as to our tax status, or any liability for any tax consequences that may be incurred by ADS holders as a result of owning or holding ADSs or be liable for the inability or failure of an ADS holder to obtain the benefit of a foreign tax credit, reduced rate of withholding or refund of amounts withheld in respect of tax or any other tax benefit.

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:

•: payment of stock transfer or other taxes or other governmental charges and transfer or registration fees charged by third parties for the transfer of any ordinary shares or other deposited securities;

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•: satisfactory proof of the identity and genuineness of any signature or other information it deems necessary; and
•: compliance with regulations it may establish, from time to time, consistent with the deposit agreement, including presentation of transfer documents.

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 Ordinary Shares Underlying your ADSs

ADS holders have the right to cancel their ADSs and withdraw the underlying ordinary shares at any time except:

•: when temporary delays arise because: (i) the depositary has closed its transfer books or we have closed our transfer books; (ii) the transfer of ordinary shares is blocked to permit voting at a shareholders' meeting; or (iii) we are paying a dividend on our ordinary shares;
•: when you owe money to pay fees, taxes and similar charges; or
•: when it is necessary to prohibit withdrawals in order to comply with any laws or governmental regulations that apply to ADSs or to the withdrawal of ordinary shares or other deposited securities.

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 ordinary shares. This is called a pre-release of the ADSs. The depositary may also deliver ordinary 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 ordinary shares are delivered to the depositary. The depositary may receive ADSs instead of ordinary 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 ordinary 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 is 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.

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 DRS 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.

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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, we will have ADSs outstanding, representing Class A ordinary shares, or approximately % of our outstanding ordinary shares assuming the underwriters do not exercise their over-allotment option to purchase additional ADSs. 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. While we intend to list the ADSs on the Nasdaq Global Market, we cannot assure you that a regular trading market will develop in the ADSs. We do not expect that a trading market will develop in our ordinary shares not represented by the ADSs.

Lock-Up Agreements

[All of our shareholders and all of our directors and executive officers have agreed with the underwriters not to, without the prior consent of the representatives, for a period of 180 days following the date of this prospectus, offer, sell, contract to sell, pledge, grant any option to purchase, purchase any option or contract to sell, right or warrant to purchase, make any short sale, file a registration statement (other than a registration statement on Form S-8) with respect to, or otherwise dispose of (including entering into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequence of ownership interests) any of our 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 (other than pursuant to employee stock option plans existing on, or upon the conversion or exchange of convertible or exchangeable securities outstanding as of the date of this prospectus).

In addition, through a letter agreement, we will instruct The Bank of New York Mellon, as depositary, not to accept any deposit of any ordinary shares or deliver any additional ADSs for 180 days after the date of this prospectus unless we consent to such deposit or issuance, and we have agreed not to provide consent without the prior written consent of .]

Rule 144

All of our ordinary shares outstanding prior to this offering are "restricted shares" 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. Under Rule 144 as currently in effect, a person who has beneficially owned our restricted shares for at least six months is generally entitled to sell the restricted securities without registration under the Securities Act beginning 90 days after the date of this prospectus, subject to certain additional restrictions.

Our affiliates are subject to additional restrictions under Rule 144. Our affiliates may only sell a number of restricted shares within any three-month period that does not exceed the greater of the following:

•: 1% of the then outstanding ordinary shares, in the form of ADSs or otherwise, which will equal approximately Class A ordinary shares immediately after this offering; or
•: the average weekly trading volume of our ordinary shares in the form of ADSs or otherwise, on the Nasdaq Global Market, during the four calendar weeks preceding the date on which notice of the sale is filed with the SEC.

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Affiliates who sell restricted securities under Rule 144 may not solicit orders or arrange for the solicitation of orders, and they are also subject to notice requirements and the availability of current public information about us.

Persons who are not our affiliates are only subject to one of these additional restrictions, the requirement of the availability of current public information about us, and this additional restriction does not apply if they have beneficially owned our restricted shares for more than one year.

Rule 701

In general, under Rule 701 of the Securities Act as currently in effect, each of our employees, consultants or advisors who purchases our ordinary shares from us in connection with a compensatory stock or option plan or other written agreement relating to compensation is eligible to resell such ordinary shares 90 days after we became a reporting company under the Exchange Act in reliance on Rule 144, but without compliance with some of the restrictions, including the holding period, contained in Rule 144.

Registration Rights

Upon completion of this offering, certain holders of our ordinary shares or their transferees will be entitled to request that we register their shares under the Securities Act, following the expiration of the lock-up agreements described above.

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TAXATION

The following summary of material Cayman Islands, PRC and U.S. 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 summary 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.

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 investors levied by the government of the Cayman Islands. The Cayman Islands is not party to any double tax treaties which are applicable to any payments made by our company.

People's Republic of China Taxation

Although we are incorporated in the Cayman Islands, we may be treated as a PRC resident enterprise for PRC tax purposes under the Enterprise Income Tax Law. The Enterprise Income Tax Law provides that an enterprise established under the laws of a foreign country or region but whose "de facto management body" is located in the PRC is treated as a PRC resident enterprise for PRC tax purposes. The implementing rules of the Enterprise Income Tax Law merely define the "de facto management body" as the "organizational body which effectively manages and controls the production and business operation, personnel, accounting, properties and other aspects of operations of an enterprise." Based on a review of the facts and circumstances, we do not believe that Pintec Technology Holdings Limited or any of our subsidiaries in the British Virgin Islands or Hong Kong should be considered a PRC resident enterprise for PRC tax purposes. However, there is limited guidance and implementation history of the Enterprise Income Tax Law. If Pintec Technology Holdings Limited were to be considered a PRC resident enterprise, then PRC income tax at a rate of 10% would generally be applicable to any gain realized on the transfer of our ADSs or ordinary shares by investors that are "non-resident enterprises" of the PRC and to any interest or dividends payable by us to such investors. See "Risk Factors—Risks Relating to Doing Business in China—If we are classified as a PRC resident enterprise for PRC income tax purposes, such classification could result in unfavorable tax consequences to us and our non-PRC shareholders or ADS holders."

United States Federal Income Tax Considerations

The following is a discussion of U.S. federal income tax considerations relating to the acquisition, ownership and disposition of our ADSs or ordinary shares by a U.S. Holder that holds our ADSs or ordinary shares as "capital assets" (generally, property held for investment) under the U.S. Internal Revenue Code of 1986, as amended (the "Code"). This discussion does not address all aspects of U.S. federal income taxation that may be important to particular investors in light of their individual investment circumstances, including investors subject to special tax rules (for example, certain financial institutions, insurance companies, broker-dealers, traders in securities that elect mark-to-market treatment, tax-exempt organizations (including private foundations), investors who own (directly, indirectly, or constructively) 10% or more of our stock by vote or value, investors that will hold their ADSs or ordinary shares as part of a straddle, hedge, conversion, constructive sale, or other integrated transaction for U.S. federal income tax purposes, U.S. expatriates or investors that have a functional currency other than the U.S. dollar), all of whom may be subject to tax rules that differ significantly from those described below.

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This discussion is based on the Code, administrative pronouncements, judicial decisions and final, temporary and proposed U.S. Treasury regulations ("Regulations"), in each case as in effect and available on the date hereof. All of the foregoing are subject to change (possibly on a retroactive basis), or differing interpretations, which could affect the U.S. federal income tax considerations described herein. There can be no assurance that the Internal Revenue Service (the "IRS") or a court will not take a contrary position with respect to any U.S. federal income tax considerations described below.

In addition, this discussion does not address the alternative minimum tax or Medicare net investment income tax, or any state, local or non-U.S. tax considerations (other than the discussion below relating to certain withholding rules and the U.S.-PRC income tax treaty (the "Treaty")). U.S. Holders should consult their tax advisors regarding the U.S. federal, state, local, and non-U.S. income and other tax considerations of an investment in our ADSs or ordinary shares.

General

For purposes of this discussion, a "U.S. Holder" is a beneficial owner of our ADSs or ordinary shares that is, for U.S. federal income tax purposes, (i) an individual who is a citizen or resident of the United States, (ii) a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created in or organized under the law of the United States, any state thereof or the District of Columbia, (iii) an estate the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source, or (iv) a trust (A) the administration of which is subject to the primary supervision of a U.S. court and which has one or more U.S. persons who have the authority to control all substantial decisions of the trust or (B) that has otherwise elected to be treated as a U.S. person under the applicable Regulations.

If a partnership (or other entity treated as a partnership for U.S. federal income tax purposes) owns our ADSs or ordinary shares, the tax treatment of a partner in the partnership will generally depend upon the status of the partner and the activities of the partnership. Partnerships holding our ADSs or ordinary shares and their partners should consult their tax advisors regarding an investment in our ADSs or ordinary shares.

The discussion below assumes that the representations contained in the deposit agreement are and will continue to be true and that the obligations in the deposit agreement and any related agreement have been and will be complied with in accordance with the terms. For U.S. federal income tax purposes, a U.S. Holder of our ADSs will be treated as a beneficial owner of the underlying shares represented by such ADSs. Accordingly, deposits or withdrawals of ordinary shares for ADSs will not be subject to U.S. federal income tax.

Passive Foreign Investment Company Considerations

A non-U.S. corporation, such as our company, will be classified as a PFIC for U.S. federal income tax purposes for any taxable year, if either (i) 75% or more of its gross income for such year consists of certain types of "passive" income or (ii) 50% or more of the value of its assets (determined on the basis of a quarterly average) during such year produce or are held for the production of passive income. Passive income generally includes dividends, interest, royalties, rents, annuities, net gains from the sale or exchange of property producing such income and net foreign currency gains. For this purpose, cash and assets readily convertible into cash are categorized as passive assets and the company's unbooked intangibles associated with active business activity are taken into account as non-passive assets.

In addition, a non-U.S. corporation will be treated as owning its proportionate share of the assets and earning its proportionate share of the income of any other corporation in which it owns, directly or indirectly, 25% or more (by value) of the stock. Although the law in this regard is unclear, we treat our

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variable interest entities as being beneficially owned by us for U.S. federal income tax purposes because we control their management decisions, we are entitled to substantially all of the economic benefits associated with these entities, and, as a result, we consolidate their results of operations in our U.S. GAAP financial statements.

We believe our income from and assets used in the installment-sale business are treated as passive under the PFIC provisions. Accordingly, based on our current income and assets and the expected value of our ADSs, it is possible that we could be a PFIC for our current taxable year or in the foreseeable future. Even if we are not currently a PFIC, changes in the nature of our income or assets, or fluctuations in the market price of our ADSs, may cause us to become a PFIC for future taxable years. In estimating the value of our goodwill and other unbooked intangibles, we have taken into account our anticipated market capitalization following the close of this offering, which may fluctuate over time. Among other factors, if our market capitalization is less than anticipated or subsequently declines, we may be or become classified as a PFIC for the current or future taxable years. Under circumstances where revenues from our installment-sale business or other activities that produce passive income increase relative to our revenues from activities that produce non-passive income or where we determine not to deploy significant amounts of cash for working capital or other purposes, our risk of becoming classified as a PFIC may substantially increase. In addition, if it were determined that that we are not the beneficial owner of our variable interest entities for U.S. federal income tax purposes, we may be treated as a PFIC for our current taxable year and in future taxable years.

If we are classified as a PFIC for any taxable year during which a U.S. Holder holds our ADSs or ordinary shares, the PFIC tax rules discussed below under "— Passive Foreign Investment Company Rules " will generally apply to such U.S. Holder for such taxable year and, unless the U.S. Holder makes certain elections, will apply in future years even if we cease to be a PFIC. The discussion below under "— Dividends " and "— Sale or Other Taxable Disposition of our ADSs or Ordinary Shares " assumes that we will not be classified as a PFIC for U.S. federal income tax purposes.

Dividends

Any cash distributions (including any amount of any PRC tax withheld) paid on our ADSs or ordinary shares out of our current or accumulated earnings and profits, as determined under U.S. federal income tax principles, will generally be includible in the gross income of a U.S. Holder as dividend income on the day actually or constructively received by the U.S. Holder, in the case of ordinary shares, or by the depositary, in the case of ADSs. Because we do not intend to determine our earnings and profits on the basis of U.S. federal income tax principles, any distribution we pay will generally be reported as dividend income for U.S. federal income tax purposes. Dividends received on our ADSs or ordinary shares will not be eligible for the dividends received deduction allowed to corporations under the Code.

A non-corporate U.S. Holder will be subject to tax at the lower capital gain tax rate applicable to "qualified dividend income" on dividends paid on our ADSs or ordinary shares, provided that certain conditions are satisfied, including that (i) the ADSs or ordinary shares on which the dividends are paid are readily tradable on an established securities market in the United States, or, in the event that we are deemed to be a PRC resident enterprise under the PRC tax law, we are eligible for the benefits of the Treaty, (ii) we are neither a PFIC nor treated as such with respect to a U.S. Holder (as discussed below) for the taxable year in which the dividend was paid or the preceding taxable year, and (iii) certain holding period requirements are met. Provided that the listing is approved on the Nasdaq Global Market, which is an established securities market in the United States, we anticipate that our ADSs should qualify as readily tradable, although there can be no assurances in this regard. Because we do not expect our ordinary shares will be listed on an established securities market, we do not expect that the dividends we pay on our ordinary shares that are not represented by ADSs will meet the conditions required for such reduced tax rates, unless we are deemed to be a PRC resident

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enterprise (as described above) and are eligible for the benefits of the Treaty. Assuming we are eligible for such benefits, dividends we pay on our ordinary shares, regardless of whether such shares are represented by the ADSs, would be eligible for the reduced rates of taxation applicable to qualified dividend income.

For U.S. foreign tax credit purposes, dividends will generally be treated as income from foreign sources and will generally constitute passive category income. In the event that we are deemed to be a PRC resident enterprise under the Enterprise Income Tax Law, a U.S. Holder may be subject to PRC taxes on dividends paid on our ADSs or ordinary shares. A U.S. Holder may be eligible, subject to a number of complex limitations, to claim a foreign tax credit in respect of any nonrefundable foreign withholding taxes imposed on dividends received on our ADSs or ordinary shares. A U.S. Holder who does not elect to claim a foreign tax credit on foreign tax withheld may instead claim a deduction, for U.S. federal income tax purposes, in respect of such withholding, but only for a year in which such U.S. Holder elects to do so for all creditable foreign income taxes. The rules governing the foreign tax credit are complex. U.S. Holders should consult their tax advisors regarding the availability of the foreign tax credit under their particular circumstances.

Sale or Other Taxable Disposition of our ADSs or Ordinary Shares

A U.S. Holder will generally recognize capital gain or loss upon the sale or other taxable disposition of our ADSs or ordinary shares in an amount equal to the difference, if any, between the amount realized upon the sale or other taxable disposition and the U.S. Holder's adjusted tax basis in such ADSs or ordinary shares. Any capital gain or loss will be long-term if the ADSs or ordinary shares have been held for more than one year and will generally be U.S. source gain or loss for U.S. foreign tax credit purposes. The deductibility of a capital loss may be subject to limitations. In the event that gain from the disposition of the ADSs or ordinary shares is subject to tax in the PRC because we are deemed to be a PRC resident enterprise, and such gain is deemed to be U.S. source gain, U.S. Holders may not be able to credit such tax against their U.S. federal income tax liability unless the U.S. Holder has other income from foreign sources in the appropriate category for purposes of the foreign tax credit rules. However, a U.S. Holder that is eligible for the benefits of the Treaty may be able to elect to treat such gain as PRC-source gain. U.S. Holders should consult their tax advisors regarding the tax consequences if a foreign tax is imposed on a disposition of our ADSs or ordinary shares, including the availability of the foreign tax credit under their particular circumstances.

Passive Foreign Investment Company Rules

If we are classified as a PFIC for any taxable year during which a U.S. Holder owns our ADSs or ordinary shares, and unless the U.S. Holder makes a "mark-to-market" election (as described below), the U.S. Holder will generally be subject to special tax rules that have a generally penalizing effect, regardless of whether we remain a PFIC, on (i) any excess distribution that we make to the U.S. Holder (which generally means any distribution paid during a taxable year to a U.S. Holder that is greater than 125% of the average annual distributions paid in the three preceding taxable years or, if shorter, the U.S. Holder's holding period for our ADSs or ordinary shares), and (ii) any gain realized on the sale or other disposition, including a pledge, of our ADSs or ordinary shares. Under the PFIC rules:

•: the excess distribution or gain will be allocated ratably over the U.S. Holder's holding period for the ADSs or ordinary shares;
•: amounts allocated to the current taxable year and any taxable years in a U.S. Holder's holding period prior to the first taxable year in which we are classified as a PFIC will be taxable as ordinary income; and

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•: amounts allocated to each of the other taxable years will be subject to tax at the highest tax rate in effect applicable to such U.S. Holder for that year, and such amounts will be increased by an additional tax equal to interest on the resulting tax deemed deferred with respect to such years.

If we are a PFIC for any taxable year during which a U.S. Holder holds our ADSs or ordinary shares and any of our subsidiaries (including any variable interest entity or subsidiary thereof) is also a PFIC, such U.S. Holder will be treated as owning a proportionate amount (by value) of the shares of the lower-tier PFIC and would be subject to the rules described above on certain distributions by a lower-tier PFIC and a disposition of shares of a lower-tier PFIC even though such U.S. Holder may not receive the proceeds of those distributions or dispositions. U.S. Holders should consult their own tax advisors regarding the application of the PFIC rules to any of our subsidiaries.

If a company that is a PFIC provides certain information to U.S. investors, a U.S. investor can then avoid certain adverse tax consequences described above by making a "qualified electing fund" election to be taxed currently on its proportionate share of the PFIC's ordinary income and net capital gains. However, because we do not intend to prepare or provide the information necessary for a U.S. Holder to make a qualified electing fund election, such election will not be available to U.S. Holders.

Alternatively, a U.S. Holder of "marketable stock" in a PFIC may make a mark-to-market election with respect to such stock. Marketable stock is stock that is traded in other than de minimis quantities on at least 15 days during each calendar quarter ("regularly traded") on a qualified exchange (such as the Nasdaq Global Market) or other market as defined in applicable Regulations (although a lower threshold applies for the quarter in which the initial public offering occurs). We believe that a U.S. Holder may make a mark-to-market election with respect to our ADSs, but not our ordinary shares, provided that the listing of our ADSs on the Nasdaq Global Market is approved and that our ADSs are regularly traded. We anticipate that our ADSs should qualify as being regularly traded, but no assurances may be given in this regard. If a U.S. Holder makes this election, such holder will generally (i) include as ordinary income for each taxable year that we are a PFIC the excess, if any, of the fair market value of our ADSs held at the end of the taxable year over the adjusted tax basis of such ADSs and (ii) deduct as an ordinary loss the excess, if any, of the adjusted tax basis of our ADSs over the fair market value of such ADSs held at the end of the taxable year, but only to the extent of the net amount previously included in income as a result of the mark-to-market election. The U.S. Holder's adjusted tax basis in our ADSs would be adjusted to reflect any income or loss resulting from the mark-to-market election. If a U.S. Holder makes a mark-to-market election in respect of our ADSs and we cease to be a PFIC, such holder will not be required to take into account the gain or loss described above during any period that we are not classified as a PFIC. If a U.S. Holder makes a mark-to-market election, any gain such U.S. Holder recognizes upon the sale or other disposition of our ADSs in a year when we are a PFIC will be treated as ordinary income and any loss will be treated as ordinary loss, but such loss will only be treated as ordinary loss to the extent of the net amount previously included in income as a result of the mark-to-market election.

Because, as a technical matter, a mark-to-market election cannot be made for any lower-tier PFICs that we may own, a U.S. Holder would generally continue to be subject to the general PFIC rules described above with respect to such U.S. Holder's indirect interest in any investments held by us that are treated as an equity interest in a PFIC for U.S. federal income tax purposes.

A U.S. Holder that holds our ADSs or ordinary shares in any year in which we are classified as a PFIC may make a "deemed sale" election with respect to such ADSs or ordinary shares in a subsequent taxable year in which we are not classified as a PFIC. If a U.S. Holder makes a valid deemed sale election with respect to such ADSs or ordinary shares, such U.S. Holder will be treated as having sold all of its ADSs or ordinary shares for their fair market value on the last day of the last taxable year in which we were a PFIC and such ADSs or ordinary shares will no longer be treated as

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PFIC stock. A U.S. Holder will recognize gain (but not loss), which will be subject to tax as an "excess distribution" received on the last day of the last taxable year in which we were a PFIC. A U.S. Holder's basis in the ADSs or ordinary shares would be increased to reflect gain recognized, and such U.S. Holder's holding period, for purposes of the PFIC rules, would begin on the day after we ceased to be a PFIC. The deemed sale election is only relevant to U.S. Holders that hold our ADSs or ordinary shares during a taxable year in which we cease to be a PFIC. U.S. Holders should consult their own tax advisors concerning the U.S. federal income tax consequences of owning, and disposing of our ADSs or ordinary shares if we are or become classified as a PFIC, including the possibility of making either a deemed sale or a mark-to-market election, and the unavailability of the qualified electing fund election.

If a U.S. Holder holds our ADSs or ordinary shares in any year in which we are treated as a PFIC with respect to such U.S. Holder, such U.S. Holder will generally be required to file IRS Form 8621.

Foreign Asset Reporting

Certain U.S. Holders are required to report information relating to an interest in "specified foreign financial assets," including shares issued by a non-U.S. corporation, for any year in which the aggregate value of all specified foreign financial assets exceeds $50,000, subject to certain exceptions (including an exception for shares held in custodial accounts maintained with a U.S. financial institution). Penalties may be imposed for a failure to disclose such information.

U.S. Holders should consult their own tax advisors regarding the application of any reporting requirements.

THE PRECEDING DISCUSSION OF U.S. FEDERAL INCOME TAX CONSIDERATIONS IS INTENDED FOR GENERAL INFORMATION ONLY AND DOES NOT CONSTITUTE TAX ADVICE. U.S. HOLDERS SHOULD CONSULT THEIR TAX ADVISORS AS TO THE U.S. FEDERAL, STATE, LOCAL AND NON-U.S. TAX CONSEQUENCES TO THEM OF AN INVESTMENT IN OUR ADSs OR ORDINARY SHARES.

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UNDERWRITING

This global offering of our ADSs consists of a U.S. offering and an international offering. The underwriters for the U.S. offering and the underwriters for the international offering are collectively referred to as the underwriters. We and the underwriters named below have entered into an underwriting agreement with respect to the ADSs being offered. Subject to certain conditions, each underwriter has severally agreed to purchase the number of ADSs indicated in the following table. Goldman Sachs (Asia) L.L.C., Deutsche Bank Securities Inc. and Citigroup Global Markets Inc. are the representatives of the underwriters.

Underwriters for the U.S. Offering		Number of ADSs

Goldman Sachs (Asia) L.L.C.
Deutsche Bank Securities Inc.
Citigroup Global Markets Inc.

Underwriters for the International Offering		Number of ADSs

Goldman Sachs (Asia) L.L.C.
Deutsche Bank Securities Inc.
Citigroup Global Markets Inc.

Total

The address of Goldman Sachs (Asia) L.L.C. is 68th Floor, Cheung Kong Center, 2 Queen's Road Central, Hong Kong. The address of Deutsche Bank Securities Inc. is 60 Wall Street, New York, NY 10005, United States of America. The address of Citigroup Global Markets Inc. is 388 Greenwich Street, New York, NY 10013, United States of America.

The underwriters are committed to take and pay for all of the ADSs being offered, if any are taken, other than the ADSs covered by the option described below unless and until this option is exercised.

The underwriters have an option to buy up to an additional ADSs from us to cover sales by the underwriters of a greater number of ADSs than the total number set forth in the table above. They may exercise that option for 30 days. If any ADSs are purchased pursuant to this option, the underwriters will severally purchase ADSs in approximately the same proportion as set forth in the table above.

The following tables show the per ADS and total underwriting discounts and commissions to be paid to the underwriters by us. Such amounts are shown assuming both no exercise and full exercise of the underwriters' option to purchase additional ADSs.

The underwriters are offering the ADSs subject to their acceptance of the ADSs from us and subject to prior sale. The underwriting agreement provides that the obligations of the several underwriters to pay for and accept delivery of the ADSs offered by this prospectus are subject to the approval of certain legal matters by their counsel and to certain other conditions.

Paid by the Company	No Exercise	Full Exercise

Per ADS	US$	US$
Total	US$	US$

ADSs sold by the underwriters to the public will initially be offered at the initial public offering price set forth on the cover of this prospectus. Any ADSs sold by the underwriters to securities dealers may be sold at a discount of up to US$ per ADS from the initial public offering price. After the initial offering of the ADSs, the representatives may change the offering price and the other selling

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terms. The offering of the ADSs by the underwriters is subject to receipt and acceptance and subject to the underwriters' right to reject any order in whole or in part.

[We and our officers, directors, and all of our shareholders and holders of our share options have agreed with the underwriters, subject to certain exceptions, not to dispose of or hedge any of our ADSs or ordinary shares or securities convertible into or exchangeable for our ADSs or ordinary shares during the period from the date of this prospectus continuing through the date 180 days after the date of this prospectus, except with the prior written consent of the representatives. See "Shares Eligible for Future Sale" for a discussion of certain transfer restrictions.]

Prior to the offering, there has been no public market for our ordinary shares or ADSs. The initial public offering price has been negotiated among us and the representatives. Among the factors to be considered in determining the initial public offering price of the ADSs, in addition to prevailing market conditions, will be the our historical performance, estimates of our business potential and earnings prospects, an assessment of our management and the consideration of the above factors in relation to market valuation of companies in related businesses.

An application has been made to quote the ADSs on the Nasdaq Global Market under the symbol "PT."

In connection with the offering, the underwriters may purchase and sell ADSs in the open market. These transactions may include short sales, stabilizing transactions and purchases to cover positions created by short sales. Short sales involve the sale by the underwriters of a greater number of ADSs than they are required to purchase in the offering, and a short position represents the amount of such sales that have not been covered by subsequent purchases. A "covered short position" is a short position that is not greater than the amount of additional ADSs for which the underwriters' option described above may be exercised. The underwriters may cover any covered short position by either exercising their option to purchase additional ADSs or purchasing ADSs in the open market. In determining the source of ADSs to cover 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 additional ADSs pursuant to the option described above. "Naked" short sales are any short sales that create a short position greater than the amount of additional ADSs for which the option described above may be exercised. The underwriters must cover any such 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 the offering. Stabilizing transactions consist of various bids for or purchases of ADSs made by the underwriters in the open market prior to the completion of the offering.

The underwriters may also impose a penalty bid. This occurs when a particular underwriter repays to the underwriters a portion of the underwriting discount received by it because the representatives have repurchased ADSs sold by or for the account of such underwriter in stabilizing or short covering transactions.

Purchases to cover a short position and stabilizing transactions, as well as other purchases by the underwriters for their own accounts, may have the effect of preventing or retarding a decline in the market price of the ADSs, and together with the imposition of the penalty bid, may stabilize, maintain or otherwise affect the market price of the ADSs. As a result, the price of the ADSs may be higher than the price that otherwise might exist in the open market. The underwriters are not required to engage in these activities and may end any of these activities at any time. These transactions may be effected on the Nasdaq Global Market, in the over-the-counter market or otherwise.

A prospectus in electronic format will be made available on the websites maintained by one or more of the underwriters or one or more securities dealers. One or more of the underwriters may

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distribute prospectuses electronically. The underwriters may agree to allocate a number of ADSs for sale to their online brokerage account holders. ADSs to be sold pursuant to an internet distribution will be allocated on the same basis as other allocations. In addition, ADSs may be sold by the underwriters to securities dealers who resell ADSs to online brokerage account holders.

No action has been taken in any jurisdiction (except in the United States) that would permit a public offering of the ADSs, or the possession, circulation or distribution of this prospectus or any other material relating to us or the ADSs in any jurisdiction where action for that purpose is required. Accordingly, the ADSs may not be offered or sold, directly or indirectly, and neither this prospectus nor any other material or advertisements in connection with the ADSs may be distributed or published, in or from any country or jurisdiction except in compliance with any applicable laws, rules and regulations of any such country or jurisdiction.

Australia. This prospectus:

(a): does not constitute a product disclosure document or a prospectus under Chapter 6D.2 of the Corporations Act 2001 (Cth) (the "Corporations Act");
(b): has not been, and will not be, lodged with the Australian Securities and Investments Commission ("ASIC"), as a disclosure document for the purposes of the Corporations Act and does not purport to include the information required of a disclosure document under Chapter 6D.2 of the Corporations Act;
(c): does not constitute or involve a recommendation to acquire, an offer or invitation for issue or sale, an offer or invitation to arrange the issue or sale, or an issue or sale, of interests to a "retail client" (as defined in section 761G of the Corporations Act and applicable regulations) in Australia; and
(d): may only be provided in Australia to select investors who are able to demonstrate that they fall within one or more of the categories of investors, or Exempt Investors, available under section 708 of the Corporations Act.

The ADSs may not be directly or indirectly offered for subscription or purchased or sold, and no invitations to subscribe for or buy the ADSs may be issued, and no draft or definitive offering memorandum, advertisement or other offering material relating to any ADSs may be distributed in Australia, except where disclosure to investors is not required under Chapter 6D of the Corporations Act or is otherwise in compliance with all applicable Australian laws and regulations. By submitting an application for the ADSs, you represent and warrant to us that you are an Exempt Investor.

As any offer of ADSs under this prospectus will be made without disclosure in Australia under Chapter 6D.2 of the Corporations Act, the offer of those securities for resale in Australia within 12 months may, under section 707 of the Corporations Act, require disclosure to investors under Chapter 6D.2 if none of the exemptions in section 708 applies to that resale. By applying for the ADSs you undertake to us that you will not, for a period of 12 months from the date of issue of the ADSs, offer, transfer, assign or otherwise alienate those securities to investors in Australia except in circumstances where disclosure to investors is not required under Chapter 6D.2 of the Corporations Act or where a compliant disclosure document is prepared and lodged with ASIC.

Canada. The ADSs may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the ADSs must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.

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Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser's province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser's province or territory for particulars of these rights or consult with a legal advisor.

Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.

Cayman Islands. This prospectus does not constitute a public offer of the ADSs or ordinary shares, whether by way of sale or subscription, in the Cayman Islands. ADSs or ordinary shares have not been offered or sold, and will not be offered or sold, directly or indirectly, in the Cayman Islands.

Dubai International Financial Centre ("DIFC"). This prospectus relates to an Exempt Offer in accordance with the Markets Rules 2012 of the Dubai Financial Services Authority ("DFSA"). This prospectus is intended for distribution only to persons of a type specified in the Markets Rules 2012 of the DFSA. It must not be delivered to, or relied on by, any other person. The DFSA has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The DFSA has not approved this prospectus supplement nor taken steps to verify the information set forth herein and has no responsibility for this prospectus. The securities to which this prospectus relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the securities offered should conduct their own due diligence on the securities. If you do not understand the contents of this prospectus you should consult an authorized financial advisor.

In relation to its use in the DIFC, this prospectus is strictly private and confidential and is being distributed to a limited number of investors and must not be provided to any person other than the original recipient, and may not be reproduced or used for any other purpose. The interests in the securities may not be offered or sold directly or indirectly to the public in the DIFC.

European Economic Area. In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a Relevant Member State), an offer of the ADSs to the public may not be made in that Relevant Member State, except that an offer of ADSs to the public may be made at any time under the following exemptions under the Prospectus Directive, if they have been implemented in that Relevant Member State:

(a): to any legal entity which is a qualified investor as defined in the Prospectus Directive;
(b): to fewer than 100 or, if the Relevant Member State has implemented the relevant provisions of the 2010 Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive) subject to obtaining the prior consent of the representatives for any such offer; or
(c): in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of ADSs shall result in a requirement for the publication of a prospectus pursuant to Article 3 of the Prospectus Directive or any measure implementing the Prospectus Directive in a Relevant Member State and each person who initially acquires any ADSs or to whom an offer is made will be deemed to have represented, warranted and agreed to and with the underwriters that it is a qualified investor within the meaning of the law in that Relevant Member State implementing Article 2(1)(e) of the Prospectus Directive.

For the purposes of this provision, the expression "an offer of the ADSs to the public" in relation to any ADS 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 ADSs to be offered so as to enable an investor

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to decide to purchase or subscribe the ADSs, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State. The expression Prospectus Directive means Directive 2003/71/EC (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 each Relevant Member State, and the expression "2010 PD Amending Directive" means Directive 2010/73/EU.

In the case of any ADSs being offered to a financial intermediary as that term is used in Article 3(2) of the Prospectus Directive, such financial intermediary will also be deemed to have represented, acknowledged and agreed that the ADSs acquired by it in the offer have not been acquired on a non-discretionary basis on behalf of, nor have they been acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer of ADSs to the public other than their offer or resale in a Relevant Member State to qualified investors as so defined or in circumstances in which the prior consent of the underwriters has been obtained to each such proposed offer or resale.

Hong Kong. The ADSs may not be offered or sold in Hong Kong by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32 of the Laws of Hong Kong) ("Companies (Winding Up and Miscellaneous Provisions) Ordinance") or which do not constitute an invitation to the public within the meaning of the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) ("Securities and Futures Ordinance"), or (ii) to "professional investors" as defined in the Securities and Futures Ordinance and any rules made thereunder, or (iii) in other circumstances which do not result in the document being a "prospectus" as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance, and no advertisement, invitation or document relating to the ADSs 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 in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to ADSs which are or are intended to be disposed of only to persons outside Hong Kong or only to "professional investors" in Hong Kong as defined in the Securities and Futures Ordinance and any rules made thereunder.

Japan. The securities have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended), or the FIEA. The securities may not be offered or sold, directly or indirectly, in Japan or to or for the benefit of any resident of Japan (including any person resident in Japan or any corporation or other entity organized under the laws of Japan) or to others for reoffering 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 the FIEA and otherwise in compliance with any relevant laws and regulations of Japan.

Korea. The ADSs may not be offered, sold and delivered directly or indirectly, or offered or sold to any person for reoffering or resale, directly or indirectly, in Korea or to any resident of Korea except pursuant to the applicable laws and regulations of Korea, including the Korea Securities and Exchange Act and the Foreign Exchange Transaction Law and the decrees and regulations thereunder. The ADSs have not been registered with the Financial Services Commission of Korea for public offering in Korea. Furthermore, the ADSs may not be resold to Korean residents unless the purchaser of the ADSs complies with all applicable regulatory requirements (including but not limited to government approval requirements under the Foreign Exchange Transaction Law and its subordinate decrees and regulations) in connection with the purchase of the ADSs.

Kuwait. Unless all necessary approvals from the Kuwait Ministry of Commerce and Industry required by Law No. 31/1990 "Regulating the Negotiation of Securities and Establishment of Investment Funds," its Executive Regulations and the various Ministerial Orders issued pursuant

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thereto or in connection therewith, have been given in relation to the marketing and sale of the ADSs, these may not be marketed, offered for sale, nor sold in the State of Kuwait. Neither this prospectus (including any related document), nor any of the information contained therein is intended to lead to the conclusion of any contract of whatsoever nature within Kuwait.

Malaysia. No prospectus or other offering material or document in connection with the offer and sale of the ADSs has been or will be registered with the Securities Commission of Malaysia ("Commission") for the Commission's approval pursuant to the Capital Markets and Services Act 2007. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the ADSs may not be circulated or distributed, nor may the ADSs be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Malaysia other than (i) a closed end fund approved by the Commission; (ii) a holder of a Capital Markets Services Licence; (iii) a person who acquires the ADSs, as principal, if the offer is on terms that the ADSs may only be acquired at a consideration of not less than RM250,000 (or its equivalent in foreign currencies) for each transaction; (iv) an individual whose total net personal assets or total net joint assets with his or her spouse exceeds RM3 million (or its equivalent in foreign currencies), excluding the value of the primary residence of the individual; (v) an individual who has a gross annual income exceeding RM300,000 (or its equivalent in foreign currencies) per annum in the preceding twelve months; (vi) an individual who, jointly with his or her spouse, has a gross annual income of RM400,000 (or its equivalent in foreign currencies), per annum in the preceding twelve months; (vii) a corporation with total net assets exceeding RM10 million (or its equivalent in a foreign currencies) based on the last audited accounts; (viii) a partnership with total net assets exceeding RM10 million (or its equivalent in foreign currencies); (ix) a bank licensee or insurance licensee as defined in the Labuan Financial Services and Securities Act 2010; (x) an Islamic bank licensee or takaful licensee as defined in the Labuan Financial Services and Securities Act 2010; and (xi) any other person as may be specified by the Commission; provided that, in the each of the preceding categories (i) to (xi), the distribution of the ADSs is made by a holder of a Capital Markets Services Licence who carries on the business of dealing in securities. The distribution in Malaysia of this prospectus is subject to Malaysian laws. This prospectus does not constitute and may not be used for the purpose of public offering or an issue, offer for subscription or purchase, invitation to subscribe for or purchase any securities requiring the registration of a prospectus with the Commission under the Capital Markets and Services Act 2007.

Mexico. None of the ADSs or the ordinary shares have been or will be registered with the National Securities Registry (Registro Nacional de Valores) maintained by the Mexican National Banking and Securities Commission (Comisión Nacional Bancaria y de Valores) of Mexico and, as a result, may not be offered or sold publicly in Mexico. The ADSs and the ordinary shares may only be sold to Mexican institutional and qualified investors, pursuant to the private placement exemption set forth in the Mexican Securities Market Law (Ley del Mercado de Valores).

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 be offered or sold 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.

Qatar. In the State of Qatar, the offer contained herein is made on an exclusive basis to the specifically intended recipient thereof, upon that person's request and initiative, for personal use only and shall in no way be construed as a general offer for the sale of securities to the public or an attempt to do business as a bank, an investment company or otherwise in the State of Qatar. This prospectus and the underlying securities have not been approved or licensed by the Qatar Central Bank or the Qatar Financial Centre Regulatory Authority or any other regulator in the State of Qatar. The

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information contained in this prospectus shall only be shared with any third parties in Qatar on a need to know basis for the purpose of evaluating the contained offer. Any distribution of this prospectus by the recipient to third parties in Qatar beyond the terms hereof is not permitted and shall be at the liability of such recipient.

Saudi Arabia. This prospectus may not be distributed in the Kingdom of Saudi Arabia except to such persons as are permitted under the Offers of Securities Regulations issued by the Capital Market Authority. The Capital Market Authority does not make any representation as to the accuracy or completeness of this prospectus, and expressly disclaims any liability whatsoever for any loss arising from, or incurred in reliance upon, any part of this prospectus. Prospective purchasers of the securities offered hereby should conduct their own due diligence on the accuracy of the information relating to the securities. If you do not understand the contents of this prospectus you should consult an authorized financial adviser.

Singapore. This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the ADSs may not be circulated or distributed, nor may the ADSs be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor (as defined under Section 4A of the Securities and Futures Act, Chapter 289 of Singapore (the "SFA")) under Section 274 of the SFA, (ii) to a relevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1) of the SFA, or any person pursuant to Section 275(1A) of the SFA, 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, in each case subject to conditions set forth in the SFA.

Where the ADSs are subscribed or purchased under Section 275 of the SFA by a relevant person which is a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor, the securities (as defined in Section 239(1) of the SFA) of that corporation shall not be transferable for 6 months after that corporation has acquired the ADSs under Section 275 of the SFA except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), (2) where such transfer arises from an offer in that corporation's securities pursuant to Section 275(1A) of the SFA, (3) where no consideration is or will be given for the transfer, (4) where the transfer is by operation of law, (5) as specified in Section 276(7) of the SFA, or (6) as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore ("Regulation 32")

Where the ADSs are subscribed or purchased under Section 275 of the SFA by a relevant person which is a trust (where the trustee is not an accredited investor (as defined in Section 4A of the SFA)) whose sole purpose is to hold investments and each beneficiary of the trust is an accredited investor, the beneficiaries' rights and interest (howsoever described) in that trust shall not be transferable for 6 months after that trust has acquired the ADSs under Section 275 of the SFA except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), (2) where such transfer arises from an offer that is made on terms that such rights or interest are acquired at a consideration of not less than S$200,000 (or its equivalent in a foreign currency) for each transaction (whether such amount is to be paid for in cash or by exchange of securities or other assets), (3) where no consideration is or will be given for the transfer, (4) where the transfer is by operation of law, (5) as specified in Section 276(7) of the SFA, or (6) as specified in Regulation 32.

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Switzerland. The ADSs will not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange, or SIX, or on any other stock exchange or regulated trading facility in Switzerland. This 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 our company or the ADSs 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 the ADSs will not be supervised by, the Swiss Financial Market Supervisory Authority, and the offer of the ADSs has not been and will not be authorized under the Swiss Federal Act on Collective Investment Schemes (the "CISA"). The investor protection afforded to acquirers of interests in collective investment schemes under the CISA does not extend to acquirers of the ADSs.

Taiwan. The ADSs have not been and will not be registered with the Financial Supervisory Commission of Taiwan pursuant to relevant securities laws and regulations and may not be sold, issued or offered within Taiwan through a public offering or in circumstances which constitutes an offer within the meaning of the Securities and Exchange Act of Taiwan that requires a registration or approval of the Financial Supervisory Commission of Taiwan. No person or entity in Taiwan has been authorized to offer, sell, give advice regarding or otherwise intermediate the offering and sale of the ADSs in Taiwan.

United Arab Emirates. The ADSs have not been offered or sold, and will not be offered or sold, directly or indirectly, in the United Arab Emirates, except: (1) in compliance with all applicable laws and regulations of the United Arab Emirates; and (2) through persons or corporate entities authorized and licensed to provide investment advice and/or engage in brokerage activity and/or trade in respect of foreign securities in the United Arab Emirates. The information contained in this prospectus does not constitute a public offer of securities in the United Arab Emirates in accordance with the Commercial Companies Law (Federal Law No. 8 of 1984 (as amended)) or otherwise and is not intended to be a public offer and is addressed only to persons who are sophisticated investors.

United Kingdom. In the United Kingdom, this prospectus is only addressed to and directed as qualified investors who are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Order); or (ii) high net worth entities and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). Any investment or investment activity to which this prospectus relates is available only to relevant persons and will only be engaged with relevant persons. Any person who is not a relevant person should not act or relay on this prospectus or any of its contents.

Certain of the underwriters are expected to make offers and sales both inside and outside the United States through their respective selling agents. Any offers or sales in the United States will be conducted by broker-dealers registered with the SEC. Goldman Sachs (Asia) L.L.C. will offer ADSs in the United States through its SEC-registered broker-dealer affiliate in the United States, Goldman Sachs & Co. LLC.

The underwriters do not intend sales to discretionary accounts to exceed 5% of the total number of ADSs offered by them.

[At our request, the underwriters have reserved up to % of the ADSs being offered by this prospectus (assuming exercise in full by the underwriters of their option to purchase additional ADSs) for sale at the initial public offering price to certain of our directors, executive officers, employees, business associates and members of their families. The directed ADS program will be administered by . We do not know if these individuals will choose to purchase all or any portion of these reserved ADSs, but any purchases they do make will reduce the number of ADSs that are available to

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the general public. Any reserved ADSs that are not so purchased will be offered by the underwriters to the general public on the same terms as the other ADSs offered by this prospectus.]

The estimated offering expenses payable by us, exclusive of the underwriting discounts and commissions, are approximately US$ million, which includes legal, accounting, and printing costs and various other fees associated with the registration of our Class A ordinary shares and ADSs.

We have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act.

The underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include the sales and trading of securities, commercial and investment banking, advisory, investment management, investment research, principal investment, hedging, market making, financing, brokerage and other financial and non-financial activities and services. Certain of the underwriters and their respective affiliates may have, from time to time, performed, and may in the future perform, a variety of such activities and services for us and for persons or entities with relationships with us for which they received or will receive customary fees, commissions and expenses.

In the ordinary course of their various business activities, the underwriters and their respective affiliates, directors, officers and employees may at any time purchase, sell or hold a broad array of investments, and actively trade securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments for their own account and for the accounts of their customers. Such investment and trading activities may involve or relate to the assets, securities and/or instruments of us (directly, as collateral securing other obligations or otherwise) and/or persons and entities with relationships with us. The underwriters and 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 assets, securities or instruments. In addition, the underwriters and their respective affiliates may at any time hold, or recommend to clients that they should acquire, long and short positions in such assets, securities and instruments.

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LEGAL MATTERS

The validity of the ADSs and certain other legal matters with respect to U.S. federal and New York State law in connection with this offering will be passed upon for us by Skadden, Arps, Slate, Meagher & Flom LLP. Certain legal matters with respect to U.S. federal and New York State law in connection with this offering will be passed upon for the underwriters by Simpson Thacher & Bartlett LLP. The validity of the Class A ordinary shares represented by the ADSs offered in this offering and other certain legal matters as to Cayman Islands law will be passed upon for us by Travers Thorp Alberga. Legal matters as to PRC law will be passed upon for us by Beijing Shihui Law Firm and for the underwriters by Junhe LLP. Skadden, Arps, Slate, Meagher & Flom LLP may rely upon Travers Thorp Alberga with respect to matters governed by Cayman Islands law and Beijing Shihui Law Firm with respect to matters governed by PRC law. Simpson Thacher & Bartlett LLP may rely upon Junhe LLP with respect to matters governed by PRC law.

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EXPERTS

The financial statements of Pintec Technology Holdings Limited as of December 31, 2016 and 2017, and for the years ended December 31, 2016 and 2017 included in this prospectus have been so included in reliance on the report of PricewaterhouseCoopers Zhong Tian LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

The financial statements of Shenzhen Qianhai Minheng Commercial Factoring Co., Ltd as of June 30, 2016 and for the six months in the period ended June 30, 2016 included in this prospectus have been so included in reliance on the report of PricewaterhouseCoopers Zhong Tian LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

The registered business address of PricewaterhouseCoopers Zhong Tian LLP is 6/F DBS Bank Tower, 1318 Lu Jia Zui Ring Road, Pudong New Area, Shanghai, 200120, the People's Republic of China.

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WHERE YOU CAN FIND ADDITIONAL INFORMATION

We have filed a registration statement on Form F-1, including relevant exhibits, with the SEC under the Securities Act with respect to the underlying Class A ordinary shares represented by the ADSs to be sold in this offering. We have also filed a related registration statement on Form F-6 with the SEC to register the ADSs. This prospectus, which constitutes a part of the registration statement on Form F-1, does not contain all of the information contained in the registration statement. You should read our registration statements and their exhibits and schedules for further information with respect to us and our ADSs.

Immediately upon the effectiveness of the registration statement of which this prospectus is a part 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. 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 Section 16 short swing profit reporting for our officers and directors and for holders of more than 10% of our ordinary shares. All information filed with the SEC can be obtained over the internet at the SEC's website at www.sec.gov or 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 1-800-732-0330 or visit the SEC website for further information on the operation of the public reference rooms.

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Pintec Technology Holdings Limited

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

		Page(s)

Report of Independent Registered Public Accounting Firm		F-2
Consolidated Balance Sheets as of December 31, 2016 and 2017		F-3
Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2016 and 2017		F-4
Consolidated Statements of Changes in Invested (Deficit)/ Equity for the years ended December 31, 2016 and 2017		F-5
Consolidated Statements of Cash Flows for the years ended December 31, 2016 and 2017		F-6
Notes to Consolidated Financial Statements		F-7 ~ F-57

INDEX TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS



Unaudited Condensed Consolidated Financial Statements :
Unaudited Condensed Consolidated Balance Sheets as of December 31, 2017 and March 31, 2018 (Unaudited)		F-58
Unaudited Condensed Consolidated Statements of Comprehensive (Loss)/Income for the Three Months Ended March 31, 2017 and 2018		F-59
Unaudited Condensed Consolidated Statements of Changes in Invested (Deficit)/Equity/Shareholders' deficit for the Three Months Ended March 31, 2017 and 2018		F-60
Unaudited Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2017 and 2018		F-61
Notes to Unaudited Condensed Consolidated Financial Statements		F-62 ~ F-116

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Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of Pintec Technology Holdings Limited,

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Pintec Technology Holdings Limited and its subsidiaries (the "Company" or "Pintec") as of December 31, 2017 and 2016, and the related consolidated statements of operations and comprehensive loss, of changes in invested (deficit)/equity and of cash flows for each of the two years in the period ended December 31, 2017, including the related notes (collectively referred to as the "consolidated financial statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2017 and 2016, and the results of their operations and their cash flows for each of the two years in the period ended December 31, 2017 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of these consolidated financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers Zhong Tian LLP

Beijing, the People's Republic of China

May 4, 2018, except for the presentation of the cash flow statements as described in note 2(f), which is as of June 19, 2018.

We have served as the Company's auditor since 2017.

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PINTEC TECHNOLOGY HOLDINGS LIMITED

CONSOLIDATED BALANCE SHEETS

(RMB in thousands, except for share and per share data, or otherwise noted)

	As of December 31,

	2016			2017			2017
	RMB			RMB			US$ Note 2 (e)
ASSETS
Current assets:
Cash and cash equivalents		27,292			370,891			59,129
Restricted time deposits		—			5,000			797
Short-term investments		—			2,000			319
Short-term financing receivables, net		359,433			1,506,179			240,120
Accrued interest receivable, net		1,483			7,637			1,217
Accounts receivable, net		7,079			36,556			5,828
Prepayments and other current assets		17,655			68,903			10,984
Amounts due from related parties		109,701			229,026			36,512
Total current assets		522,643			2,226,192			354,906

Non-current assets:
Long-term financing receivables, net		—			178,627			28,477
Long-term investments		—			6,439			1,027
Property, equipment and software, net		4,833			6,647			1,060
Intangible assets, net		8,815			7,212			1,150
Goodwill		25,680			25,680			4,094

Total non-current assets		39,328			224,605			35,808

TOTAL ASSETS		561,971			2,450,797			390,714



LIABILITIES
Current liabilities:
Short-term funding debts (including amounts of the consolidated VIEs of RMB382,281 and RMB1,220,884, respectively)		382,281			1,220,884			194,638
Accrued interest payable (including amounts of the consolidated VIEs of RMB1,233 and RMB7,174, respectively)		1,233			7,174			1,144
Accounts payable (including amounts of the consolidated VIEs of RMB6,904 and RMB42,985, respectively)		6,904			43,043			6,862
Amounts due to related parties (including amounts of the consolidated VIEs of RMB162,995 and RMB344,028, respectively)		162,995			375,369			59,843
Tax payable (including amounts of the consolidated VIEs of RMB1,917 and RMB21,327 respectively)		1,917			22,386			3,569
Convertible loans (including amounts of the consolidated VIEs of RMB nil and RMB nil, respectively)		—			242,273			38,624
Accrued expenses and other liabilities (including amounts of the consolidated VIEs of RMB15,846 and RMB81,180, respectively)		15,846			112,189			17,885

Total current liabilities		571,176			2,023,318			322,565

Non-current liabilities:
Long-term funding debts (including amounts of the consolidated VIEs of RMB nil and RMB469,733, respectively)		—			469,733			74,886
Other non-current liabilities (including amounts of the consolidated VIEs of RMB nil and RMB nil, respectively)		—			8,821			1,406
Amounts due to related parties (including amounts of the consolidated VIEs of RMB nil and RMB11,120, respectively)		—			11,120			1,773

Total non-current liabilities		—			489,674			78,065

TOTAL LIABILITIES		571,176			2,512,992			400,630



Commitment and contingencies (Note 18)
INVESTED DEFICIT
Parent company's investment deficit		(9,205	)		(62,195	)		(9,916	)

Total invested deficit		(9,205	)		(62,195	)		(9,916	)

TOTAL LIABILITIES AND INVESTED DEFICIT		561,971			2,450,797			390,714

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

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PINTEC TECHNOLOGY HOLDINGS LIMITED

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(RMB in thousands, except for share and per share data, or otherwise noted)

	For the years ended December 31,

	2016			2017			2017
	RMB			RMB			US$ Note 2 (e)
Revenues:
Technical service fees		34,171			425,311			67,805
Installment service fees		16,394			139,862			22,297
Wealth management service fees		4,309			3,547			565

Total revenues		54,874			568,720			90,667

Cost of revenues:
Funding cost (including RMB1,120 and RMB1,235, to a related party respectively)		(16,643	)		(78,831	)		(12,567	)
Provision for credit losses		(16,124	)		(115,920	)		(18,480	)
Origination and servicing cost (including RMB2,732 and RMB2,720 to a related party respectively)		(27,087	)		(177,662	)		(28,324	)

Cost of revenues		(59,854	)		(372,413	)		(59,371	)

Gross (loss)/profit		(4,980	)		196,307			31,296

Operating expenses:
Sales and marketing expenses (including RMB35,444 and RMB18,215 to a related party, respectively)		(72,010	)		(72,076	)		(11,491	)
General and administrative expenses (including RMB60,623 and RMB45,533 to a related party, respectively)		(72,849	)		(106,323	)		(16,950	)
Research and development expenses (including RMB40,975 and RMB35,795 to a related party, respectively)		(51,172	)		(71,517	)		(11,401	)

Total operating expenses		(196,031	)		(249,916	)		(39,842	)

Operating loss		(201,011	)		(53,609	)		(8,546	)

Change in fair value of convertible loans		—			(7,042	)		(1,123	)
Share of loss from equity method investments		—			(2,455	)		(391	)
Impairment from long-term investments		—			(2,000	)		(319	)
Other income/(loss), net		684			(1,238	)		(197	)
Loss before income tax expense		(200,327	)		(66,344	)		(10,576	)

Income tax expense		(167	)		(18,516	)		(2,952	)

Net loss		(200,494	)		(84,860	)		(13,528	)

Other comprehensive income, net		—			841			134

Total comprehensive loss		(200,494	)		(84,019	)		(13,394	)
Pro forma net loss per ordinary share (unaudited)
Basic		(2.72	)		(1.44	)		(0.23	)
Diluted		(2.72	)		(1.44	)		(0.23	)
Pro forma weighted average ordinary shares outstanding
Basic		89,109,849			90,807,062			90,807,062
Diluted		89,109,849			90,807,062			90,807,062

Share-based compensation expenses included in
Cost of revenues		(27	)		(27	)		(4	)
Sales and marketing expenses		(1,986	)		(2,470	)		(394	)
General and administrative expenses		(21,524	)		(25,263	)		(4,028	)
Research and development expenses		(2,128	)		(3,258	)		(519	)

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

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PINTEC TECHNOLOGY HOLDINGS LIMITED

CONSOLIDATED STATEMENTS OF CHANGES IN INVESTED (DEFICIT)/ EQUITY

(RMB in thousands, except for share data and per share data, or otherwise noted)

	Total invested (deficit) / equity

	RMB
As of December 31, 2015		10,567
Parent company contribution		155,057
Share-based compensation expenses allocated from Jimu Parent		25,665
Net loss		(200,494	)

As of December 31, 2016		(9,205	)



Contribution from shareholders		11
Other comprehensive income, net		841
Share-based compensation expenses allocated from Jimu Parent		31,018
Net loss		(84,860	)

As of December 31, 2017		(62,195	)

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

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PINTEC TECHNOLOGY HOLDINGS LIMITED

CONSOLIDATED STATEMENTS OF CASH FLOWS

(RMB in thousands, except for share data and per share data, or otherwise noted)

	For the years ended December 31,

	2016			2017			2017
	RMB			RMB			US$ Note (e)
Cash flows from operating activities:
Net loss		(200,494	)		(84,860	)		(13,528	)
Adjustments to reconcile net loss to net cash (used in)/provided by operating activities:
Depreciation and amortization		2,948			4,079			650
Share-based compensation expense allocated from Jimu Parent		25,665			31,018			4,945
Gain on fair value change on previously held equity interest (Note 4)		(394	)		—			—
Share of loss from equity-method investments		—			2,455			391
Impairment from long-term investments		—			2,000			319
Change in fair value of convertible loans		—			7,042			1,123
Provision for doubtful accounts and credit losses		17,275			132,510			21,125
Changes in operating assets and liabilities:
Accrued interest receivable		(1,450	)		(9,022	)		(1,438	)
Accounts receivable		(7,836	)		(45,958	)		(7,327	)
Amount due from related parties		(3,778	)		(42,119	)		(6,715	)
Prepayments and other current assets		(11,822	)		(50,881	)		(8,113	)
Accounts payable		784			36,139			5,761
Accrued interest payable		369			5,941			947
Amount due to related parties		42,611			92,431			14,736
Tax payable		1,731			20,442			3,259
Accrued expenses and other liabilities		11,325			96,221			15,341

Net cash (used in)/provided by operating activities		(123,066	)		197,438			31,476

Cash flows from investing activities:
Purchase of property, equipment and software		(1,296	)		(2,238	)		(357	)
Financing receivables originated		(1,918,955	)		(7,109,958	)		(1,133,495	)
Principal collection on financing receivables		1,811,763			5,671,423			904,158
Placement of short-term investments		—			(2,000	)		(319	)
Purchase of long-term investments		—			(2,000	)		(319	)
Cash acquired due to acquisition of Shenzhen Minheng (Note 4)		310			—			—

Net cash used in investing activities		(108,178	)		(1,444,773	)		(230,332	)

Cash flows from financing activities:
Contribution from Jimu Parent and shareholders		155,057			11			2
Net cash advances from Jimu Parent		29,790			23,121			3,686
Loan proceeds from Jimu Parent		—			29,270			4,666
Proceeds from funding debts		1,737,966			6,842,534			1,090,863
Principal payments on funding debts		(1,666,113	)		(5,534,199	)		(882,282	)
Proceeds from issuance of convertible loans		—			235,231			37,501

Net cash provided by financing activities		256,700			1,595,968			254,436

Effect of exchange rate changes on cash, cash equivalents and restricted time deposits		—			(34	)		(5	)

Net increase in cash, cash equivalents and restricted time deposits		25,456			348,599			55,575
Cash, cash equivalents and restricted time deposits at beginning of the year		1,836			27,292			4,351
Including:
Cash and cash equivalents at beginning of the year		1,836			27,292			4,351

Cash, cash equivalents and restricted time deposits at end of the year		27,292			375,891			59,926



Including:
Cash and cash equivalents at end of the year		27,292			370,891			59,129
Restricted time deposits at end of the year		—			5,000			797
Supplemental disclosure of cash flow information
Cash paid for interest		14,473			69,328			11,053
Cash paid for the acquisition of Shenzhen Minheng by Jimu Parent on behalf of the Company		1,000			—			—

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

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PINTEC TECHNOLOGY HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(RMB in thousands, except for share data and per share data, or otherwise noted)

1. Organization and principal activities

(a) Nature of operations

Pintec Technology Holdings Limited (the "Company" or "Pintec") was incorporated in the Cayman Islands on March 2, 2017 as an exempted company with limited liability. The Company (and its predecessor prior to the reorganization) through its subsidiaries, and its variable interest entities ("VIEs") (collectively, the "Group") is principally engaged in the operation of an online technology platform enabling financial services (the "Pintec Business") in the People's Republic of China (the "PRC" or "China"). The financial services enabled by the Company's technology platform include: (i) a lending solution for borrowers to originate loans, (ii) a lending solution for borrowers who want to finance online purchases and (iii) a wealth management solution for asset management companies and insurance companies to facilitate the sales of their products. (See Note 2(r) for details of the lending solutions and wealth management solution)

(b) Reorganization

The Pintec Business commenced operations in June 2015 as a business unit within Jimu Holdings Limited (the "Parent Company" or "Jimu Parent" formerly known as Pintec Holdings Limited), which is a British Virgin Islands ("BVI") holding company. The Company was established in connection with a group reorganization (the "Reorganization") of Jimu Parent. As part of the Reorganization, the Pintec Business was transferred to the Group as of March 31, 2018. The Reorganization was approved by the Board of Directors and a restructuring framework agreement was entered into by the Group, Jimu Parent and the shareholders of Jimu Parent in December 2017.

To effect the transfer of the Pintec Business to the Group, the following major steps were undertaken:

•: Pintec, the holding company for the Group, was set up by one of the founding shareholders of Jimu Parent, (one of the "Founders").
•: In April 2017, four dormant holding companies of Jimu Parent which were incorporated in BVI or Hong Kong were transferred to Pintec at par value along with two newly established subsidiaries incorporated in China.
•: In May 2017, Pintec issued common shares at par value to Jimu Parent common shareholders for the respective number of shares that they held in Jimu Parent, subject to the receipt of the share issuance price from the shareholders.
•: In December, 2017, Pintec issued preferred shares at par value to Jimu Parent preferred shareholders for the respective number of shares that they held in Jimu Parent, subject to the receipt of the share issuance price from the shareholders.
•: In December, 2017, the Pintec Business was starting to be transferred to the Group. This was done by (1) signing agreements over four variable interest entities which were dormant or were used for the operations of the Pintec Business. These four variable interest entities, together with their five wholly owned subsidiaries, operate the Pintec Business (See Note 1 (c) for details of these agreements), and (2) transferring certain other assets and employees from Jimu Parent's subsidiaries and variable interest entities to the Group.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(RMB in thousands, except for share data and per share data, or otherwise noted)

1. Organization and principal activities (Continued)

•: In December 2017, options of the Company were issued in connection with the Reorganization to mirror the number and vesting terms of the options originally granted by Jimu Parent. These options have an expiration period of 10 years.
•: In March 2018, the issuance price of the common shares and preferred shares of the Company, which were outstanding as of December 31, 2017 were fully paid by shareholders, based on the respective number of shares that common and preferred shareholders that they held in Pintec. Also the transfer of the key employees from Jimu Parent's subsidiaries and variable interest entities to the Group was completed in March 2018.

Establishment of Pintec, its subsidiaries and VIEs

Upon completion of the Reorganization, the ownership structure of the subsidiaries and VIEs of the Group is as follows.

	Date of incorporation/ acquisition	Place of incorporation			Principal activities

The Company:
Pintec Technology Holdings Limited ("Pintec")	Incorporated on March 2, 2017	The Cayman Islands			Investment holding
Wholly owned subsidiaries:
Sky City Holdings Limited ("Sky City BVI")	Incorporated on June 23, 2016	BVI	100	%	Investment holding
Sky City Hong Kong Limited ("Sky City HK")	Incorporated on August 17, 2016	Hong Kong	100	%	Investment holding
Sky City (Beijing) Technology Co., Ltd. ("Sky City WOFE")	Incorporated on December 22, 2016	The PRC	100	%	Investment holding
Next Hop Holdings Limited ("Next Hop BVI")	Incorporated on January 4, 2016	BVI	100	%	Investment holding
Next Hop Hong Kong Limited ("Next Hop HK")	Incorporated on January 20, 2016	Hong Kong	100	%	Investment holding
Pintec (Beijing) Technology Co., Ltd ("Pintec Beijing WOFE")	Incorporated on December 21, 2016	The PRC	100	%	Investment holding
VIEs and VIEs' subsidiaries (referred to as "Pintec Operating Entities"):
Anquying (Tianjin) Business Information Consulting Co., Ltd. ("Tianjin Anquying")	Incorporated on January 29, 2016	The PRC	100	%	Lending solution business
Anquying (Shanghai) Investment Consulting Co., Ltd. ("Shanghai Anquying")	Incorporated on November 16, 2015	The PRC	100	%	Lending solution business

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(RMB in thousands, except for share data and per share data, or otherwise noted)

1. Organization and principal activities (Continued)

	Date of incorporation/ acquisition	Place of incorporation			Principal activities

Anquying (Ganzhou) Technology Co., Ltd. ("Ganzhou Anquying")	Incorporated on May 27, 2017	The PRC	100	%	Lending solution business
Shenzhen Qianhai Minheng Commercial Factoring Co., Ltd. ("Shenzhen Minheng")	Acquired on June 30, 2016	The PRC	100	%	Lending solution business
Beijing Hongdian Fund Distributor Co., Ltd. ("Beijing Hongdian")	Incorporated on April 13, 2015	The PRC	100	%	Wealth management solution business
Xuanji Intelligence (Beijing) Technology Co., Ltd. ("Beijing Xuanji")	Incorporated on May 31, 2016	The PRC	100	%	Wealth management solution business
Tianjin Xiangmu Asset Management Co., Ltd. ("Tianjin Xiangmu")	Incorporated on June 18, 2015	The PRC	100	%	Wealth management solution business
Pintec Jinke (Beijing) Technology Information Co., Ltd., (formerly known as Hezi (Beijing) Consultants Co., Ltd) ("Beijing Jinke")	Acquired on January 3, 2017	The PRC	100	%	Wealth management solution business
Myfin Insurance Broker Co., Ltd ("Myfin Insurance")	Incorporated on December 17, 2015	The PRC	100	%	Wealth management solution business

Basis of Presentation for the Reorganization

The Reorganization consists of transferring the Pintec Business to the Group, which is owned by Jimu Parent's shareholders immediately before and after the Reorganization. The shareholding percentages and rights of each shareholder are the same in Jimu Parent and Pintec immediately before and after the Reorganization. Accordingly, the Reorganization is accounted for in a manner similar to a common control transaction because it is determined that the transfers lack economic substance. Therefore, the accompanying consolidated financial statements include the assets, liabilities, revenue, expenses and cash flows that are directly attributable to the Pintec Business for the period presented and are prepared as if the corporate structure of Pintec after the Reorganization had been in existence throughout the period presented. Such presentation may not necessarily reflect the results of operations, financial position and cash flows of the Group had it existed on a stand-alone basis during the period presented.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(RMB in thousands, except for share data and per share data, or otherwise noted)

1. Organization and principal activities (Continued)

returns. The Group's statement of operations and comprehensive loss consists of all the revenues, costs and expenses of the Pintec Business, including allocations to the cost of revenue, sales and marketing expenses, research and development expenses, and general and administrative expenses, which were incurred by Jimu Parent but related to the Pintec Business. These allocated costs and expenses are primarily for office rental expenses, office utilities, information technology support and certain corporate functions, including senior management, finance, legal and human resources, as well as share-based compensation expense.

Generally, the cost of shared employees were allocated to the Group based on the Group's headcount as a proportion of total headcount in the Jimu Parent group; share based compensation expenses were allocated to the Group based on the compensation expenses attributable to employees of Pintec Business, and shared corporate marketing expenses and bandwidth and server hosting costs were allocated based on the Group's revenues as a proportion of the total revenue of Jimu Parent group. These allocations are made on a basis considered reasonable by management to estimate what the Company would incur on a stand-alone basis, as if the Company had operated as an unaffiliated entity, before the consummation of the Reorganization.

The following tables set forth the cost of revenues, sales and marketing expenses, research and development expenses, and general and administrative expenses allocated from Jimu Parent for the years ended December 31, 2016 and 2017:

For the year ended December 31, 2016:	Share based compensation		Others		Total

	RMB		RMB		RMB
Cost of revenues		27		3,825		3,852
Sales and marketing expenses		1,986		33,458		35,444
General and administrative expenses		21,524		39,099		60,623
Research and development expenses		2,128		38,847		40,975

Total		25,665		115,229		140,894

Out of the total costs and expenses of RMB140,894 allocated from Jimu Parent for the year ended December 31, 2016, RMB25,665 is for share based compensation expenses which are recorded as a contribution from Jimu Parent. With respect to the remaining balance of allocated expenses of RMB115,229, (i) RMB74,367 was deemed to be a contribution from the parent company as it was agreed between the Company and Jimu Parent that payment for allocated expenses up to September 30, 2016, the date the Reorganization was initiated, would be waived by Jimu Parent and (ii) RMB40,862 will be settled with Jimu Parent.

For purposes of presentation in the consolidated statement of cash flows for the year ended December 31, 2016, the RMB74,367 contribution related to the allocated expenses, cash contributions of RMB80,690, and cash advances from Jimu Parent to support the Pintec Business are presented as cash flows from financing activities. For purposes of the consolidated statement of changes in invested (deficit)/equity for the year ended December 31, 2016, the allocated cost and expenses and cash contributions are reflected as a contribution from Jimu parent. Funding from Jimu Parent to the Company, net of the repayment by the Company are disclosed as net cash advances from the parent

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(RMB in thousands, except for share data and per share data, or otherwise noted)

1. Organization and principal activities (Continued)

company under financing activities and reflected in the amounts due to related parties on the balance sheet.

For the year ended December 31, 2017:	Share based compensation		Others		Total

	RMB		RMB		RMB
Cost of revenues		27		2,693		2,720
Sales and marketing expenses		2,470		15,745		18,215
General and administrative expenses		25,263		20,270		45,533
Research and development expenses		3,258		32,537		35,795

Total		31,018		71,245		102,263

Out of the total costs and expenses of RMB102,263 allocated from Jimu Parent for the year ended December 31, 2017. RMB31,018 is for share based compensation expenses which are recorded as a contribution from Jimu Parent. With respect to the remaining balance of allocated expenses of RMB71,245, which are primarily billed by Jimu Parent and recognized in the current portion of "Amounts due to related parties" of the consolidated balance sheets, which will be settled with Jimu Parent.

(c) Variable interest entities

(1): VIE arrangement before the Reorganization

Prior to the Reorganization, in order to comply with the PRC laws and regulations which prohibit or restrict foreign control of companies involved in provision of internet content and certain finance businesses, the Jimu Parent operated its restricted businesses in the PRC through its VIEs, whose equity interests are held by certain founders of Jimu Parent. Jimu Parent obtained control over these VIEs by entering into a series of contractual arrangements with the legal shareholders who are also referred to as nominee shareholders.

To comply with PRC laws and regulations which prohibit or restrict foreign ownership of internet content and certain finance businesses, the nominee shareholders are the legal owners of an entity. However, the rights of those nominee shareholders have been transferred to Jimu Parent through the contractual arrangements.

The contractual arrangements that were used to control the VIEs include powers of attorney, exclusive business cooperation agreements, equity pledge agreements and exclusive option agreements.

Management concluded that Jimu Parent, through the contractual arrangements, has the power to direct the activities that most significantly impact the VIEs' economic performance, bears the risks of and enjoys the rewards normally associated with ownership of the VIEs, and therefore Jimu Parent is the ultimate primary beneficiary of these VIEs constituting the Pintec Business. As such, Jimu Parent consolidated the financial statements of these VIEs. Consequently, the financial results of the VIEs directly attributable to the predecessor operations were included in the Group's consolidated financial statements in accordance with the basis of presentation for the Reorganization as stated in Note 1.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(RMB in thousands, except for share data and per share data, or otherwise noted)

1. Organization and principal activities (Continued)

The following is a summary of the contractual agreements that the Jimu Parent, through its wholly owned foreign enterprise subsidiaries ("Jimu WOFE"), entered into with the VIEs and their nominee shareholders:

Powers of attorney —Pursuant to the irrevocable power of attorney, Jimu WOFE is authorized by each of the nominee shareholders as their attorney in-fact to exercise all shareholder rights under PRC law and the relevant articles of association, including but not limited to, the sale or transfer or pledge or disposition of all or part of the nominee shareholders' equity interests, and designate and appoint directors, chief executive officers and general manager, and other senior management members of the VIEs. Each power of attorney will remain in force during the period when the nominee shareholder continues to be shareholder of the VIEs. Each nominee shareholder has waived all the rights which have been authorized to Jimu WOFE under each power of attorney. The powers of attorney are irrevocable and remains in force continuously upon execution.

Exclusive business cooperation agreements —Jimu WOFE and the VIEs entered into exclusive business cooperation agreements under which the VIEs engage Jimu WOFE as their exclusive provider of technical services and business consulting services. The VIEs shall pay services fees to Jimu WFOE, which are determined by Jimu WOFE at its sole discretion. Jimu WOFE shall have exclusive and proprietary rights and interests in all rights, ownership, interests and intellectual properties arising from the performance of the agreement. During the term of the agreement, the VIEs shall not accept any consultations and/or services provided by any third party and shall not cooperate with any third party for the provision of identical or similar services without prior consent of Jimu WOFE. These agreements will remain in effect for ten years, but can be terminated by Jimu WOFE with 30 days' advance written notice. These agreements can be extended at the sole discretion of Jimu Parent.

Equity pledge agreements —Pursuant to the relevant equity pledge agreements, the nominee shareholders of the VIEs have pledged all of their equity interests in the VIEs to Jimu WOFE as collateral for all of the VIEs' payments due to Jimu WOFE and to secure the VIEs' obligations under the above agreement. The nominee shareholders shall not transfer or assign the equity interests, the rights and obligations in the equity pledge agreement or create or permit to create any pledges which may have an adverse effect on the rights or benefits of Jimu WOFE without Jimu WOFE's written consent. Jimu WOFE is entitled to transfer or assign in full or in part the equity interests pledged. In the event of default, Jimu WOFE as the pledgee, will be entitled to request immediate payment of the unpaid service fee and other amounts due to Jimu Parent's relevant PRC subsidiaries, and/or to dispose of the pledged equity. These equity pledge agreements will remain effective until the variable interest entities and their shareholders discharge all their obligations under the contractual arrangements.

Exclusive option agreements —The nominee shareholders of the VIEs have granted Jimu WOFE the exclusive and irrevocable option to purchase from the nominee shareholders, to the extent permitted under PRC laws and regulations, part or all of their equity interests in these entities for a purchase price equal to the actual capital contribution paid in the registered capital of the VIEs by the nominee shareholders for their equity interests. Jimu WOFE may exercise such option at any time. In addition, the VIEs and their nominee shareholders have agreed that without prior written consent of Jimu WOFE, they shall not sell, transfer, mortgage or dispose of any assets or equity interests of the VIEs

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(RMB in thousands, except for share data and per share data, or otherwise noted)

1. Organization and principal activities (Continued)

or declare any dividend. These agreements will remain effective for ten years and can be extended at the sole discretion of Jimu Parent.

(2): VIE arrangement after the Reorganization

In connection with the Reorganization, contractual arrangements consistent with those in place prior to the reorganization have been entered into among the Company's wholly owned subsidiaries (i.e. Sky City WOFE and Pintec Beijing WOFE), Tianjin Anquying, Beijing Hongdian, Beijing Xuanji, Beijing Jinke and the respective nominee shareholders of these VIEs. Shanghai Anquying, Shenzhen Minheng and Ganzhou Anquying are wholly owned by Tianjin Anquying, Myfin Insurance is wholly owned by Beijing Jinke, and Tianjin Xiangmu is wholly owned by Beijing Xuanji, thus, no separate contractual arrangement will be entered into with these subsidiaries of the VIEs.

The Group has determined that it is the primary beneficiary of these VIEs through the contractual arrangements. Accordingly, the Company will consolidate these VIEs' results of operations, assets and liabilities in the Group's consolidated financial statements pursuant to the accounting principles generally accepted in the United States ("U.S. GAAP") upon the execution of the new contractual arrangements. Refer to Note 2(b) to the consolidated financial statements for the principles of combination.

(d) Risks in relation to the VIE structure

Upon completion of the Reorganization, a significant part of the Group's business will be conducted through the Pintec Operating Entities which are the VIEs of the Group. The Company will become the primary beneficiary of the Pintec Operating Entities through contractual arrangements. In the opinion of management, the contractual arrangements with the VIEs and the nominee shareholders are in compliance with PRC laws and regulations and are legally binding and enforceable. The nominee shareholders are also shareholders of the Group and have indicated they will not act contrary to the contractual arrangements. However, there are substantial uncertainties regarding the interpretation and application of PRC laws and regulations including those that govern the contractual arrangements, which could limit the Group's ability to enforce these contractual arrangements and if the nominee shareholders of the VIE were to reduce their interests in the Group, their interest may diverge from that of the Group and that may potentially increase the risk that they would seek to act contrary to the contractual arrangements. In January 2015, the Ministry of Commerce ("MOFCOM"), released for public comment a proposed PRC law, the Draft Foreign Investment Enterprises ("FIE") Law, that appears to include VIEs within the scope of entities that could be considered to be FIEs, that would be subject to restrictions under existing PRC law on foreign investment in certain categories of industry. Specifically, the Draft FIE Law introduces the concept of "actual control" for determining whether an entity is considered to be an FIE. In addition to control through direct or indirect ownership or equity, the Draft FIE Law includes control through contractual arrangements within the definition of "actual control". If the Draft FIE Law is passed by the People's Congress of the PRC and goes into effect in its current form, these provisions regarding control through contractual arrangements could be construed to include the Group's contractual arrangements with its VIEs, and as a result, the Group's VIEs could become explicitly subject to the current restrictions on foreign investment in certain categories of industry. The Draft FIE Law includes provisions that would exempt from the definition of FIEs where the ultimate controlling shareholders are either entities organized under PRC law or

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(RMB in thousands, except for share data and per share data, or otherwise noted)

1. Organization and principal activities (Continued)

individuals who are PRC citizens. The Draft FIE Law is silent as to what type of enforcement action might be taken against existing VIE, that operates in restricted or prohibited industries and is not controlled by entities organized under PRC law or individuals who are PRC citizens. If the restrictions and prohibitions on FIEs included in the Draft FIE Law are enacted and enforced in their current form, the Group's ability to use the contractual arrangements with its VIEs and the Group's ability to conduct business through the VIEs could be severely limited. The Group's ability to control the VIEs also depends on the power of attorney that the wholly owned subsidiary of the Group has to vote on all matters requiring shareholder approval in the VIEs. As noted above, the Group believes these power of attorney are legally enforceable but may not be as effective as direct equity ownership. In addition, if the Group's corporate structure and the contractual arrangements with the VIEs through which the Group conducts its business in the PRC were found to be in violation of any existing or future PRC laws and regulations, the Group's relevant PRC regulatory authorities could:

•: revoke or refuse to grant or renew the Group's business and operating licenses;
•: restrict or prohibit related party transactions between the wholly owned subsidiaries of the Group and the VIEs;
•: impose fines, confiscate income or other requirements which the Group may find difficult or impossible to comply with;
•: require the Group to alter, discontinue or restrict its operations;
•: restrict or prohibit the Group's ability to finance its operations, and;
•: take other regulatory or enforcement actions against the Group that could be harmful to the Group's business.

The imposition of any of these restrictions or actions could result in a material adverse effect on the Group's ability to conduct its business. In such case, the Group may not be able to operate or control the VIEs, which may result in deconsolidation of the VIEs in the Group's consolidated financial statements. In the opinion of management, the likelihood for the Group to lose such ability is remote based on current facts and circumstances. The Group believes that the contractual arrangements among each of the VIEs, their respective shareholders and relevant WFOE are in compliance with PRC law and are legally enforceable. The Group's operations depend on the VIEs to honor their contractual arrangements with the Group. These contractual arrangements are governed by PRC law and disputes arising out of these agreements are expected to be decided by arbitration in the PRC. Management believes that each of the contractual arrangements constitutes valid and legally binding obligations of each party to such contractual arrangements under PRC laws. However, the interpretation and implementation of the laws and regulations in the PRC and their application on the legality, binding effect and enforceability of contracts are subject to the discretion of competent PRC authorities, and therefore there is no assurance that relevant PRC authorities will take the same position as the Group herein in respect of the legality, binding effect and enforceability of each of the contractual arrangements. Meanwhile, since the PRC legal system continues to evolve, the interpretations of many laws, regulations and rules are not always uniform and enforcement of these laws, regulations and rules involve uncertainties, which may limit legal protections available to the Group to enforce the contractual arrangements should the VIEs or the nominee shareholders of the VIEs fail to perform their obligations under those arrangements.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(RMB in thousands, except for share data and per share data, or otherwise noted)

1. Organization and principal activities (Continued)

The following financial information of the VIEs directly attributable to the predecessor operations as of December 31, 2016 and 2017 and for the years then ended were included in the Group's consolidated financial statements.

	As of December 31,

	2016		2017
	RMB		RMB
ASSETS
Cash and cash equivalents		27,292		159,189
Restricted time deposits		—		5,000
Short-term investments		—		2,000
Short-term financing receivables, net		359,433		1,506,179
Accrued interest receivable		1,483		7,637
Accounts receivable, net		7,079		36,556
Prepayments and other current assets		17,655		38,516
Due from subsidiaries of the Company		—		337,200
Amounts due from related parties		109,701		91,244

Total current assets		522,643		2,183,521

Long-term investments		—		—
Long-term financing receivables, net		—		178,627
Property, equipment and software, net		4,833		4,506
Intangible assets, net		8,815		7,163
Goodwill		25,680		25,680

Total non-current assets		39,328		215,976

Total assets		561,971		2,399,497



LIABILITIES
Short-term funding debts		382,281		1,220,884
Accrued interest payable		1,233		7,174
Accounts payable		6,904		42,985
Amounts due to related parties		162,995		344,028
Tax payable		1,917		21,327
Accrued expenses and other liabilities		15,846		81,180
Due to subsidiaries of the Company		—		239,812

Total current liabilities		571,176		1,957,390

Long-term funding debts		—		469,733
Amounts due to related parties		—		11,120

Total non-current liabilities		—		480,853

Total liabilities		571,176		2,438,243

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(RMB in thousands, except for share data and per share data, or otherwise noted)

1. Organization and principal activities (Continued)

	For the years ended December 31,

	2016			2017
Total net revenues		54,874			661,417
Net loss		(200,494	)		(31,343	)

	For the years ended December 31,

	2016			2017
Net cash (used in)/provided by operating activities		(123,066	)		83,080
Net cash used in investing activities		(108,178	)		(1,444,358	)
Net cash provided by financing activities		256,700			1,498,175

Net increase in cash, cash equivalents and restricted time deposits		25,456			136,897
Cash and cash equivalents at beginning of the year		1,836			27,292

Cash, cash equivalents and restricted time deposits at end of the year		27,292			164,189



Including:
Cash and cash equivalents at end of the year		27,292			159,189
Restricted time deposits at end of the year		—			5,000

In accordance with the contractual arrangements, the relevant PRC subsidiaries have the power to direct activities of the Group's VIEs and VIEs' subsidiaries, and can have assets transferred out of the Group's VIEs and VIEs' subsidiaries. There are no assets of the VIEs and VIEs' subsidiaries that are collateral for the VIEs obligations and can only be used to settle the VIEs' obligations except for the consolidated assets-backed securitized debts arrangement and trust arrangements (Note 2(j)). Relevant PRC laws and regulations restrict the VIE from transferring a portion of its net assets, equivalent to the balance of its paid-in capital, capital reserve and statutory reserves, to the Company in the form of loans and advances or cash dividends. As the VIEs and VIEs' subsidiaries are incorporated as limited liability companies under the PRC Company Law, the creditors do not have recourse to the general credit of the Company for the liabilities of the VIEs and the VIEs' subsidiaries.

Currently there is no contractual arrangement that could require the relevant PRC subsidiaries or the Group to provide additional financial support to the Group's VIEs and VIEs' subsidiaries. As the Group is conducting certain businesses in the PRC through the VIEs and VIEs' subsidiaries, the Group may provide additional financial support on a discretionary basis in the future, which could expose the Group to a loss.

Recognized revenue-producing assets held by the VIEs include computers and servers, customer database relating to point-of-sale installment loan, which was acquired through acquisition.

Unrecognized revenue-producing assets held by VIEs includes the internet content provision license, domain names of pintec.com, idumiao.com, ixuanji.com and hongdianfund.com, patents, copyrights, as well as trademarks including the Chinese name for Dumiao, Hongdian, Myfin and Pintec.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(RMB in thousands, except for share data and per share data, or otherwise noted)

1. Organization and principal activities (Continued)

There is no VIE where the Company or any subsidiary has a variable interest but is not the primary beneficiary.

(e) Liquidity

The Group has been incurring losses since inception. The net loss was RMB200,494 and RMB84,860 for the years ended December 31, 2016 and 2017. As of December 31, 2016, current liabilities of the Group exceeded its current assets by RMB48,533, and as of December 31, 2017, current assets of the Group exceeded its current liabilities by RMB202,874. The Group had an invested deficit of RMB9,205 and RMB62,195 as of December 31, 2016 and 2017. The net cash used in operating activities was RMB123,066 for the year ended December 31, 2016, while the net cash provided by operating activities was RMB197,438 for the year ended December 31, 2017.

The Group's ability to fund its operations is based on its ability to generate cash, its ability to attract investors and its ability to borrow funds on reasonable economic terms. Prior to the Reorganization, the Group's business had relied principally on Jimu Parent's financing from its investors to fund the Group's operations and business development. Post-Reorganization, the Group's ability to continue as a going concern is expected to be dependent on management's ability to successfully execute its business plan, which includes increasing revenues while controlling operating expenses, as well as, generating operational cash flows and continuing to obtain external financing from investors. In addition, the Group can adjust the pace of its operation expansion and control the operating expenditures. Based on cash flows projections from operating and financing activities and existing balances of cash and cash equivalents, the Group believed that it will be able to meet its payment obligations for general operations and debt related commitments for the next twelve months from the date of issuance of the consolidated financial statements. Based on the above considerations, the Group's consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and liquidation of liabilities in the normal course of business.

2. Summary of significant accounting policies

(a) Basis of presentation

The consolidated financial statements of the Group have been prepared in accordance with U.S. GAAP. Significant accounting policies followed by the Group in the preparation of the accompanying consolidated financial statements are summarized below.

(b) Principles of combination

The consolidated financial statements include the financial statements of the Company, its subsidiaries, the VIEs for which the Company is the ultimate primary beneficiary, and the subsidiaries of the VIEs.

Subsidiaries are those entities in which the Company, directly or indirectly, controls more than one half of the voting power; or has the power to govern the financial and operating policies, to appoint or remove the majority of the members of the board of directors, or to cast a majority of votes at the meeting of directors.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(RMB in thousands, except for share data and per share data, or otherwise noted)

2. Summary of significant accounting policies (Continued)

VIEs are entities in which the Company, or its subsidiary, through contractual arrangements, exercises effective control over the activities that most impact the entities' economic performance, bears the risks of, and enjoys the rewards normally associated with ownership of the entity, and therefore the Company or its subsidiary is the primary beneficiary of the entities.

All significant intercompany transactions and balances between the Company, its wholly owned subsidiaries and the VIEs have been eliminated upon consolidation.

(c) Use of estimates

The preparation of the consolidated financial statements in conformity with U.S. GAAP requires the Group to make estimates and assumptions that affect the reported amounts of assets and liabilities and related disclosure of contingent assets and liabilities at the balance sheet date, and the reported revenues and expense during the reporting period and disclosed in the consolidated financial statements and accompanying notes.

Significant accounting estimates reflected in the Group's consolidated financial statements include revenue recognition, allocations of revenue to multiple elements, allowance for financing receivables, valuation of share-based awards, and cost and expenses from Jimu Parent to Pintec, valuation allowance for deferred tax assets, fair value of assets and liabilities acquired in business combinations, fair value of convertible loans and impairment of goodwill.

(d) Foreign currency translation

The Group's reporting currency is Renminbi ("RMB"). The functional currency of the Company and the Group's subsidiary incorporated in Hong Kong is United States dollars ("US$"). The Group's PRC subsidiaries, VIEs and VIEs' subsidiaries determined their functional currency to be RMB. The determination of the respective functional currency is based on the criteria set out by ASC 830, Foreign Currency Matters.

Transactions denominated in foreign currencies other than functional currency are translated into the functional currency at the exchange rates prevailing on the transaction dates. Assets and liabilities denominated in foreign currencies other than functional currency are remeasured into the functional currency at the exchange rates prevailing at the balance sheet date. Exchange gains or losses arising from foreign currency transactions are recorded in the consolidated statements of operations and comprehensive loss.

The financial statements of the Group's non PRC entities are translated from their respective functional currency into RMB. Assets and liabilities denominated in foreign currencies are translated into RMB using the applicable exchange rates at the balance sheet date. Equity accounts other than earnings generated in current period are translated into RMB at the appropriate historical rates. Revenues, expenses, gains and losses are translated into RMB using the average exchange rates for the relevant period.

The resulting foreign currency translation adjustments are recorded as a component of accumulated other comprehensive income/loss in the consolidated statement of changes in invested

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(RMB in thousands, except for share data and per share data, or otherwise noted)

2. Summary of significant accounting policies (Continued)

deficit and a component of other comprehensive loss in the consolidated statement of operations and comprehensive loss.

(e) Convenience translation

Translations of the consolidated balance sheet, the consolidated statement of operations and comprehensive loss and the consolidated statement of cash flows from RMB into US$ as of and for the year ended December 31, 2017 are solely for the convenience of the readers and were calculated at the rate of US$1.00=RMB6.2726, representing the noon buying rate set forth in the H.10 statistical release of the U.S. Federal Reserve Board on March 30, 2018. No representation is made that the RMB amounts could have been, or could be, converted, realized or settled into US$ at that rate on March 30, 2018, or at any other rate.

(f) Cash and cash equivalents

Cash and cash equivalents consist of cash on hand, time deposits, and funds held in deposit accounts with banks, which are highly liquid and have original maturities of three months or less and are unrestricted as to withdrawal or use. All cash and cash equivalents are denominated in RMB and held in PRC. The Group adopted ASU 2016-08, statement of cash flows (Topic 230): Restricted Cash, using a retrospective method to each period presented. The changes in restricted time deposits in the consolidated cash flow were nil and RMB5 million for the years ended December 31, 2016 and 2017, respectively, which were no longer presented within investing activities and were retrospectively included in the changes of cash, cash equivalents and restricted time deposits as required.

(g) Restricted time deposits

Cash and time deposits that are restricted as to withdrawal for use or pledged as security is reported separately as restricted time deposits. Cash and term deposits that are restricted as to withdrawal or use for other than current operations is classified as non-current.

(h) Short-term investments

The Group invested in certain financial instruments with a variable interest rate indexed to the performance of underlying assets. These financial instruments had maturity dates within one year and classified as short-term investments. The Company elected the fair value method at the date of initial recognition and carried these investments subsequently at fair value. Fair value is estimated based on quoted prices of similar financial products provided by the banks at the end of each period. Changes in the fair value are reflected in the consolidated statements of comprehensive loss as "other income/(loss), net".

(i) Fair value measurement

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(RMB in thousands, except for share data and per share data, or otherwise noted)

2. Summary of significant accounting policies (Continued)

recorded at fair value, the Group considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability.

Accounting guidance establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument's categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Accounting guidance establishes three levels of inputs that may be used to measure fair value:

•: Level 1 applies to assets or liabilities for which there are quoted prices, in active markets for identical assets or liabilities.
•: Level 2 applies to assets or liabilities for which there are inputs other than quoted prices included within Level 1 that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical asset or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.
•: Level 3 applies to asset or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

The carrying amount of cash and cash equivalents, restricted time deposits, short-term investments, accounts receivable, amounts due from related parties, accounts payable, and amounts due to related parties approximates fair value because of their short-term nature. Financing receivables are measured at amortized cost. Funding debts and accrued interest payable are carried at amortized cost. The carrying amount of the financing receivables, funding debts, accrued interest receivable, and accrued interest payable approximates their respective fair value as the interest rates applied reflect the current quoted market yield for comparable financial instruments. The Group considers unobservable inputs to be significant, if, by their exclusion, the estimated fair value of a Level 3 asset or liability would be impacted by a significant percentage change, or based on qualitative factors such as the nature of the instrument and significance of the unobservable inputs relative to other inputs used within the valuation.

(j) Financing receivables, net

Nature of the financing receivables and the related funding sources

The Group generates financing receivables by providing the following:

(1) point-of-sale installment services to users of third-party online travel websites and other e-commerce websites (the "Business Partners"), where the Group's main funding sources include (a) the borrowings obtained via the peer-to-peer matching services provided by Lerong Duoyuan Information Technology Co., Ltd, which matches the Group with third party individual investors, or the borrowings obtained from other financial partners, and alternatively (b) proceeds from third-party investors of asset-backed securitized debt issued by securitization vehicles consolidated by the Group.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(RMB in thousands, except for share data and per share data, or otherwise noted)

2. Summary of significant accounting policies (Continued)

(2) personal and business installment loans to borrowers which are financed via securitization vehicles in the form of trust arrangements, where the Group's funding source include the proceeds from third-party investors of tranches of trust units issued by trust arrangements consolidated by the Group.

The Group has the intent and the ability to hold such financing receivables for the foreseeable future or until maturity or payoff. Financing receivables are measured at amortized cost, net of any charge-offs, and the allowance that reflects the Group's best estimate of the amounts that will not be collected. The receivable portfolio consists of the financing receivables with the term periods ranging from 30 days to 24 months.

(1)(a) On-balance sheet: Point-of-sale financing receivables funded by individual investors via peer to peer matching services provided by Lerong Duoyuan Information Technology Co., Ltd ("Jimu Box") or by other financial partners.

The financing installment receivables due from users of the Business Partners are resulted from the point-of-sale installment services provided by the Group to these users (note 2(r)(ii)) who made purchases from the Business Partners.

When a user, who qualifies for point-of-sale installment services makes an online purchase using a point-of-sale installment loan, the Group pays the sales price to the business partner and collects the sales price from the Business Partner's user with interest and fees. Upon paying the sales price to the business partners, the Group promptly obtains financing for the sales price paid by factoring the receivable due from the Business Partners' user. Pursuant to ASC 860-10-15-4, the factoring arrangement of the receivable does not satisfy the criteria of financial asset de-recognition because the Group has a commitment to make monthly repayments. Accordingly, the Group does not derecognize the receivable from users upon factoring and accounts for the transaction as secured borrowings. For the years ended December 31, 2016 and 2017, the majority of the financing for these financing receivables were obtained by the Group via the peer-to-peer matching services provided by Jimu Box, which matches the Group with third party investors.

Accordingly, the financing receivables due from the users of the Business Partners and the loan payables to the third party individual investors matched with the Group via Jimu Box and the loan payables to other financial partners are recorded on the Group's consolidated balance sheet as financing receivables and funding debts, respectively.

(1)(b) On-balance sheet: Point-of-sale financing receivables funded by investors of asset-backed securitized debts

For certain financing receivables arising from the point-of-sale installment services to users of the Business Partners, the Group obtains financing from third-party investors by issuing asset-backed securitized debts via certain securitization vehicles in the forms of asset backed security arrangements (the "ABSs") established by the Group during the year ended December 31, 2017.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(RMB in thousands, except for share data and per share data, or otherwise noted)

2. Summary of significant accounting policies (Continued)

obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE as the Group purchased all subordinated tranche securities, and the Group is obligated to purchase any loans that are delinquent for more than certain days, accordingly, the Group is considered as the primary beneficiary of the ABSs and has consolidated the ABSs' assets, liabilities, results of operations, and cash flows in the Group's consolidated financial statements in accordance with ASC 810.

Accordingly, the financing receivables due from the users of the Business Partners and the loan payables to the third party investors of asset-backed securitized debts are recorded on the Group's consolidated balance sheet as financing receivables and funding debts, respectively.

(2) On-balance sheet: Personal and business financing receivables funded by third party investors of trusts arrangements

For certain personal and business installments loans which are not funded via the peer-to-peer matching services provided by Jimu Box which matches the borrowers with third party individual, investors, they were alternatively funded by investors of certain trust arrangements (the "Trusts") established during the year ended December 31, 2017.

The Group established business relationships with trusts which were administered by third-party trust companies. The Trusts were set up to invest in loans personal and business installments loans recommended by the Group.

The Trusts are considered as variable interest entities under ASC 810. As the Group has power to direct the activities that most significantly impact economic performance of the Trusts by providing the loan servicing and default loan collection services, and the Group has the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE as the Group purchased all subordinated tranche of trust units, and the Group is obligated to repurchase any loans that are delinquent for more than certain days, accordingly, the Group is considered as the primary beneficiary of the Trusts and has consolidated the Trusts' assets, liabilities, results of operations, and cash flows in the Group's consolidated financial statements in accordance with ASC 810.

Accordingly, the financing receivables due from the borrowers of the personal and business installment loans and the loan payables to the third party investors of the trust units are recorded on the Group's consolidated balance sheet as financing receivables and funding debts, respectively.

Accrued interest receivable

Accrued interest income on financing receivables is calculated based on the contractual interest rate of the loan and recorded as installment service fees as earned. Financing receivables are placed on non-accrual status upon reaching 90 days past due. When a financing receivable is placed on non-accrual status, the Group stops accruing interest as of such date. The Group does not resume accrual of interest after a loan has been placed on non-accrual basis.

Nonaccrual financing receivables and charged-off financing receivables

The Group considers a financing receivable to be delinquent when a monthly payment is one day past due. When the Group determines it is probable that full repayment of a loan is not probable, the remaining unpaid principal balance is charged off against the allowance for credit losses. Generally, charge-offs occur after the 91th day of delinquency. Installment service fees for nonaccrual financing receivables is recognized upon the collection of cash.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(RMB in thousands, except for share data and per share data, or otherwise noted)

2. Summary of significant accounting policies (Continued)

(k) Accounts receivable, net

Accounts receivables are stated at the historical carrying amount net of the allowance for doubtful accounts. The Group reviews the accounts receivable on a periodic basis and makes allowances when there is doubt as to the collectability of individual balances. In evaluating the collectability of individual accounts receivable balances, the Group considers several factors, including the age of the balance, the customer's payment history, and current credit worthiness, and current economic trends. Accounts receivable balances are written off after collection efforts have been exhausted.

(l) Long-term investments

Long-term investments represent the Group's investments in privately held companies.

In accordance with ASC 323 "Investment-Equity Method and Joint Ventures", the Group applies the equity method of accounting to equity investments, in common stock or in-substance common stock, over which it has significant influence but does not own a majority equity interest or otherwise control. Under the equity method, the Group initially records its investment at cost. The difference between the cost of the equity investment and the amount of the underlying equity in the net assets of the equity investee is recognized as equity method goodwill or as an intangible asset as appropriate, which is included in the equity method investment on the consolidated balance sheets. The Group subsequently adjusts the carrying amount of the investment to recognize the Group's proportionate share of each equity investee's net income or loss into consolidated statements of comprehensive loss after the date of acquisition.

For long-term investments in equity securities that are not accounted for using equity method of accounting, and that have no readily determinable fair value, the cost method of accounting is used.

The Group assesses its long-term investments accounted for under the cost method and equity method for other-than-temporary impairment by considering factors including, but not limited to, current economic and market conditions, operating performance of the companies, including current earnings trends and undiscounted cash flows, and other company-specific information, such as recent financing rounds. The fair value determination, particularly for investments in privately-held companies whose revenue model is still evolving, requires significant judgment to determine appropriate estimates and assumptions. Changes in these estimates and assumptions could affect the calculation of the fair value of the investments and the determination of whether any identified impairment is other-than-temporary. If any impairment is considered other-than-temporary, the Group will write down the asset to its fair value and take the corresponding charge to the consolidated statements of comprehensive loss.

(m) Property, equipment and software, net

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(RMB in thousands, except for share data and per share data, or otherwise noted)

2. Summary of significant accounting policies (Continued)

has not recorded any impairments of property, equipment or software for the period presented. The estimated useful lives of these assets are generally as follows:

Category		Estimated useful life

Office furniture and equipment		3 - 5 years
Computer and electronic equipment		3 - 5 years
Software		5 years

Repairs and maintenance costs are charged to expenses as incurred, whereas the costs of renewals and betterment that extend the useful lives of property, equipment and software are capitalized as additions to the related assets. Gains and losses from the disposal of property, equipment and software are included in operating loss.

(n) Intangible assets, net

The Group performs valuation of the intangible assets arising from business combination to determine the relative fair value to be assigned to each asset acquired. The acquired intangible assets are recognized and measured at fair value and are amortized using the straight-line approach over the estimated economic useful lives of the assets.

(o) Goodwill

Goodwill represents the excess of the purchase price over fair value of the identifiable assets and liabilities acquired in a business combination.

Goodwill is not depreciated or amortized but is tested for impairment on an annual basis as of December 31 and in between annual tests when an event occurs or circumstances change that could indicate that the asset might be impaired. In accordance with the FASB guidance on "Testing of Goodwill for Impairment," the Company first has the option to assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the Company decides, as a result of its qualitative assessment, that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the quantitative impairment test is mandatory. Otherwise, no further testing is required. The quantitative impairment test consists of a comparison of the fair value of each reporting unit with its carrying amount, including goodwill. If the carrying amount of the reporting unit exceeds its fair value, an impairment loss equal to the difference between the implied fair value of the reporting unit's goodwill and the carrying amount of goodwill will be recorded. Application of a goodwill impairment test requires significant management judgment, including the identification of reporting units, assigning assets and liabilities to reporting units, assigning goodwill to reporting units, and determining the fair value of each reporting unit. The judgment in estimating the fair value of reporting units includes estimating future cash flows, determining appropriate discount rates and making other assumptions. Changes in these estimates and assumptions could materially affect the determination of fair value for each reporting unit. The Group performs goodwill impairment testing at the reporting unit level on December 31 annually. No impairment of goodwill was recognized for the years ended December 31, 2016 and 2017.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(RMB in thousands, except for share data and per share data, or otherwise noted)

2. Summary of significant accounting policies (Continued)

(p) Impairment of long-lived assets

The Group evaluates its long-lived assets with finite lives for impairment whenever events or changes in circumstances (such as a significant adverse change to market conditions that will impact the future use of the assets) indicate that the carrying amount of an asset may not be fully recoverable. When these events occur, the Group evaluates the impairment by comparing carrying amount of the assets to an estimate of future undiscounted cash flows expected to be generated from the use of the assets and their eventual disposition. If the sum of the expected future undiscounted cash flows is less than the carrying amount of the assets, the Group recognizes an impairment loss based on the excess of the carrying amount of the long-lived assets over their fair value. No impairment of long-lived assets was recognized for the years ended December 31, 2016 and 2017.

(q) Funding Debts

The proceeds received from individual investors, other financial partners, and investors of the asset-backed securitized debts or the consolidated trusts to fund the Group's on-balance sheet financing receivables, are recorded as funding debts on the consolidated balance sheets. Accrued interest payable is calculated based on the contractual interest rates of the funding debts.

(r) Revenue recognition

The Group is principally engaged in providing lending solutions through its online technology platform.

The Group earns its revenues by providing the following: (i) A lending solution which assists borrowers obtain loans from third party investors. The Group facilitates the loan origination process and provides on-going loan servicing but does not loan money. For these services, the Group earns technical service fees. (ii) A lending solution for borrowers who want to finance their on-line purchases from third parties ("Business Partners") or who have personal or business installment loan requests. The Group provides financing for these borrowers and earns installment service fees (comprising interest). (iii) A wealth management solution for asset management and insurance companies to facilitate the sale of their products. The Group earns a wealth management fee (a commission on financial products sold by these asset management and insurance companies to their customers). The Group is not a party to the financial products sold.

(i) Lending solution to assist borrowers to obtain loans

Loan origination assistance and on-going loan servicing addresses credit needs for individual borrowers, sole proprietors, and small and medium enterprises ("SMEs"). The Group facilitates the borrowing from third parties by entering into service agreements with the borrowers and the Group's financial partners which include peer-to-peer lending platforms, commercial banks and other financial institutions. Pursuant to a financing service agreement, the Group provides an online credit assessment and post-lending management services to borrowers. For these services, which are provided using credit data analysis and machine learning technologies, the Group earns technical service fees. The Group does not provide loans to the borrowers.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(RMB in thousands, except for share data and per share data, or otherwise noted)

2. Summary of significant accounting policies (Continued)

For the years ended December 31, 2016 and 2017, the majority of lending solutions were provided in collaboration with a peer-to-peer lending platform, Jimu Box, who both enter into the service agreement with the borrowers. The service fees earned from the borrowers are allocated between the Group and Jimu Parent based on relative fair values of services provided that have been mutually agreed between the two parties.

For the lending solutions were provided in collaboration with commercial banks and other financial institutions, the Group provides intermediary services to both the borrowers and commercial banks and other financial institutions. The intermediary services provided include online credit assessment and post-origination services to the borrowers and the commercial banks and other financial institutions. For these transactions, the Group earns loan facilitation and servicing fees from the borrowers.

(ii) Lending solution for borrowers to finance on-line purchases/personal and business installment loans

The lending solution for borrowers addresses the credit needs of the users of third-party online travel websites and other e-commerce websites ("Business Partners") to finance their on-line purchases, or the credit needs of personal and business installment loans.

Some of the Business Partners' customers require immediate installment financing for their on-line purchases. For credit worthy users, the Group offers installment financing ("point-of-sale installment service"). When a user, who qualifies for point-of-sale installment services makes an online purchase using a point-of-sale installment loan, the Group pays the sales price to the Business Partners and collects the sales price from the Business Partners' users with interest and fees. Upon paying the sales price to the Business Partners, the Group promptly obtains financing for the sales price paid by factoring the receivable due from the Business Partners' users. The Group may subsequently factor the receivables to individual investors on the Jimu Box or to other financial partners. Pursuant to ASC 860-10-15-4, the factoring arrangement of the financing receivable due from users of Business Partners or borrowers does not satisfy the criteria of financial asset de-recognition because the Group has a commitment to make monthly repayments. Accordingly, the Group does not derecognize the receivable from users upon factoring and accounts for the transaction as secured borrowings. For the years ended December 31, 2016 and 2017, the majority of borrowings were obtained by the Group via the peer-to-peer matching services provided by Lerong Duoyuan Information Technology Co., Ltd, which matches the Group with third party investors. The installment receivables due from the Business Partners' customers and the loan payables to the third party individual investors and the loan payables to other financial partners are recorded on the Group's consolidated balance sheets as financing receivables and funding debts, respectively.

The Group also periodically securitizes its financing receivables arising from users of Business Partners through the transfer of those assets to securitization vehicles. The securitization vehicles are considered as consolidated variable interest entities under ASC 810. Therefore, the financing receivables are recorded as financing receivables in the consolidated balance sheets. The personal and business installment loans may be funded via trust arrangements, which are also considered as consolidated variable interest entities under ASC 810. As a result, the installment receivables due from borrowers, generated from personal and business installment loans are also recorded as financing receivables in the consolidated balance sheets. The Group recognizes installment service fees over the terms of the financing receivables using the effective interest rate method. The proceeds from third

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PINTEC TECHNOLOGY HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(RMB in thousands, except for share data and per share data, or otherwise noted)

2. Summary of significant accounting policies (Continued)

party individual investors, investors of asset-backed securitized debts and investors of the consolidated trusts are recorded as funding debts. (see also note 2(j))

(iii) Wealth management solution

For the wealth management solution business, the Group operates online mutual fund marketplace and online insurance product marketplace platforms to enable asset management companies and insurance companies to offer and sell their mutual fund products and insurance products to their customers. As of December 31, 2016 and for the year then ended, the online insurance product marketplace platform was dormant. The Group earns transaction service commissions from the asset management companies ("wealth management service fee"). The Group does not operate or manage any mutual funds or insurance companies.

Consistent with the criteria of ASC 605, Revenue Recognition, the Group recognizes revenues when the following four revenue recognition criteria are met:

1): Persuasive evidence of an arrangement exists;
2): Services have been rendered;
3): Pricing is fixed or determinable; and,
4): Collectability is reasonably assured.

Revenue recognition policies for each type of service are discussed as follows:

Technical service fees

The Group earns technical service fees by providing online credit assessment services and post-lending management services, such as cash processing services and collection services. Loan facilitation services are provided to potential borrowers to facilitate their matching with the investors on the Group's financial partners' platforms or commercial banks and other financial institutions.

The Group has determined that the arrangement to provide technical services to borrowers and commercial banks and other financial institutions contains the following multiple elements: online credit assessment services and post-lending management services. The Group has determined that the borrowers and commercial banks and other financial institutions are its customers. The Group allocates the technical service fees among the deliverables at the inception of the arrangement on the basis of their relative selling prices according to the selling price hierarchy established by ASC 605-25-30. The hierarchy requires the Group to first use vendor-specific objective evidence of selling price, if it exists. If vendor-specific objective evidence of selling price does not exist, the Group is then required to use third-party evidence of selling price. If neither vendor-specific objective evidence of selling price nor third-party evidence of selling price exists, the Group uses management's best estimate of selling price for the deliverables. The Group uses management's best estimate of selling price for the deliverables of the technical service fees.

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PINTEC TECHNOLOGY HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(RMB in thousands, except for share data and per share data, or otherwise noted)

2. Summary of significant accounting policies (Continued)

the term of the loans when the monthly repayment occurs. As the borrowers are able to prepay the loan amounts before maturity date for a prepayment fee, the aggregate amount of the contingent portion of the fees that can ultimately collected by the Group for credit assessment service and post-lending management service earned from a loan transaction is dependent upon the actual term over which the borrowers made their loan repayments. In accordance with ASC 605-25-30-5, the amount allocated by the Group to the delivered credit assessment service is limited to that amount that is not contingent upon the delivery of additional units or meeting other specified performance conditions. Therefore, the non-contingent portion of the credit assessment service fees are recognized revenue upon cash collection and execution of loan agreements between financial partners and borrowers. In situations where the upfront cash collected is less than the relative selling price of the credit assessment service, the remaining contingent portion of the credit assessment fees, together with the fees allocated to post-lending management services, are recognized each month when the service is provided over the period of the loan as the monthly repayments occur.

Prepayment fees charged by the Group are recognized when the prepayment occurs and the payments are made by the borrowers.

The Group also charges fees for collection services related to defaulted payments. These fees are recognized when the contingent events occur and the payments are made by the borrowers as that is the point in time collectability is reasonably assured.

Installment service fee

The Group generates installment service fee revenue through the point-of-sale installment payment services that the Group provides to the users of the Business Partners' platforms or the provision of personal and business installment loans to borrowers through trusts arrangements. Installment service fee revenue is recognized over the terms of financing receivables using the effective interest rate method. Installment service fee revenue is not recorded when reasonable doubt exists as to the full, timely collection of installment service fee or principal. The Group also receives miscellaneous fees, such as penalty fees for late payments. The fees, which are contingent fees, are recognized when the event occurs and the payment is made by the customer as that is the point in time collectability is reasonably assured.

Wealth management service fee

The wealth management service fee primarily consists of commission fees charged to third-party asset management companies for their use of the Group's online wealth management platform. The Group is not the primary obligor, as it does not have the ability to establish the price or control the related content of the investment or insurance products offered on the online wealth management platform. Such commissions are generally determined as a percentage based on the fees charged to customers by the asset management companies, through the online wealth management platform. Transaction service commissions are recognized on a net basis when the services are rendered, which occurs when the underlying transaction is executed.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(RMB in thousands, except for share data and per share data, or otherwise noted)

2. Summary of significant accounting policies (Continued)

(r) Funding cost

Funding cost mainly consists of interest expense the Group pays in relation to the funding debts, to fund its financing receivables and certain fees incurred in connection with obtaining these funding debts, such as origination and management fees and legal fees.

(s) Provision for credit loss

The allowance for loan losses is determined at a level believed to be reasonable to absorb probable losses inherent in the portfolio of the financing receivables as of each balance sheet date. The allowance is provided based on the Company's assessments performed both on an individual-loan basis and collective basis. For individual loans that are past due for 90 days or where there is an observable indicator of impairment, a specific allowance is provided. All other loans not already included in the individual assessment are assessed collectively depending on factors such as delinquency rate, size, and other risk characteristics of the portfolio. The Company estimates the expected credit losses rate based on delinquency status of the financing receivables within the level: current, 1 to 30, 31 to 60, 61 to 90 calendar dates past due. These loss rates in each delinquency status are based on average historical loss rates of financing receivables associated with each of the abovementioned delinquency categories. In addition, the Company considers other general economic conditions, if any, when determining the provision for credit losses. The expected loss rates will be applied to the outstanding loan balances to determine the allowance for credit loss for each reporting period. The Company evaluates and adjusts its allowance for loan losses on a quarterly basis or more often as necessary.

The Company writes off the financing receivables against the related allowance when management determines that full repayment of a loan is not probable. Generally, write-off occurs after the 90th day of delinquency. The primary factor in making such determination is the assessment of potential recoverable amounts from the delinquent debtor.

(t) Origination and servicing cost

Origination and servicing cost mainly consists of costs that are paid for data used in credit assessments, users acquisition costs relating to revenue from lending solutions, salaries and benefits (including share-based compensation expenses) of employees engaged in operating key systems and providing collection services, bandwidth and data center costs, customer service support costs and fees paid to third-party payment channels.

(u) Sales and marketing expenses

Sales and marketing expenses consist primarily of salaries and benefits (including share-based compensation expenses) of sales department, advertising and marketing promotion expenses and other expenses incurred by the Group's sales and marketing personnel.

(v) General and administrative expenses

General and administrative expenses consist primarily of salaries and benefits (including share-based compensation expenses) and related expenses for employees involved in general corporate functions, including finance, legal and human resources, rental fees and professional fees.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(RMB in thousands, except for share data and per share data, or otherwise noted)

2. Summary of significant accounting policies (Continued)

(w) Research and development expenses

Research and development expenses consist primarily of salaries and benefits (including share-based compensation expenses) of employees and related expenses for IT professionals involved in developing technology platforms and websites, server and other equipment depreciation, bandwidth and data center costs, and rental fees. All research and development costs have been expensed as incurred as the costs qualifying for capitalization have been insignificant.

(x) Share-based compensation expenses

All share based awards granted to employees, including restricted ordinary shares and share options, are measured at fair value on grant date. Share based compensation expense is recognized using the straight line method, net of estimated forfeitures, over the requisite service period, which is the vesting period.

Prior to the Reorganization, all the options and restricted ordinary shares were granted by Jimu Parent with its own underlying shares. The Binomial option pricing model is used to estimate fair value of the share options and restricted ordinary shares. The determination of estimated fair value of share based payment awards on the grant date using an option pricing model is affected by the fair value of Jimu Parent's ordinary shares as well as assumptions regarding a number of complex and subjective variables. These variables include the expected value volatility of Jimu Parent's shares over the expected term of the awards, actual and projected employee share option exercise behaviors, a risk free interest rate and any expected dividends. Shares of Jimu Parent, which do not have quoted market prices, were valued based on the income approach. Determination of estimated fair value of Jimu Parent's shares requires complex and subjective judgments due to their limited financial and operating history, unique business risks and limited public information on companies in China similar to Jimu Parent.

Forfeitures are estimated at the time of grant and revised in subsequent periods if actual forfeitures differ from those estimates. The Group uses historical data to estimate pre vesting option and records share based compensation expenses only for those awards that are expected to vest.

(y) Taxation

Income taxes

Current income taxes are provided on the basis of net profit (loss) for financial reporting purposes, adjusted for income and expense items which are not assessable or deductible for income tax purposes, in accordance with the regulations of the relevant tax jurisdictions.

Deferred income taxes are recognized for temporary differences between the tax bases of assets and liabilities and their reported amounts in the consolidated financial statements, net operating loss carry forwards and credits. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided in accordance with the laws of the relevant taxing authorities. Deferred tax assets and liabilities are measured using enacted rates expected to apply to taxable income in which temporary differences are expected to be reversed or settled. The effect on

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(RMB in thousands, except for share data and per share data, or otherwise noted)

2. Summary of significant accounting policies (Continued)

deferred tax assets and liabilities of changes in tax rates is recognized in the statement of comprehensive income (loss) in the period of the enactment of the change.

The Group considers positive and negative evidence when determining whether a portion or all of its deferred tax assets will more likely than not be realized. This assessment considers, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts of future profitability, the duration of statutory carry-forward periods, its experience with tax attributes expiring unused, and its tax planning strategies. The ultimate realization of deferred tax assets is dependent upon its ability to generate sufficient future taxable income within the carry-forward periods provided for in the tax law and during the periods in which the temporary differences become deductible. When assessing the realization of deferred tax assets, the Group has considered possible sources of taxable income including (i) future reversals of existing taxable temporary differences, (ii) future taxable income exclusive of reversing temporary differences and carry-forwards, (iii) future taxable income arising from implementing tax planning strategies, and (iv) specific known trend of profits expected to be reflected within the industry. The Group records a valuation allowance to reduce the amount of deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized.

The Group recognizes a tax benefit associated with an uncertain tax position when, in its judgment, it is more likely than not that the position will be sustained upon examination by a taxing authority. For a tax position that meets the more-likely-than-not recognition threshold, the Group initially and subsequently measures the tax benefit as the largest amount that the Group judges to have a greater than 50% likelihood of being realized upon ultimate settlement with a taxing authority. The Group's liability associated with unrecognized tax benefits is adjusted periodically due to changing circumstances, such as the progress of tax audits, case law developments and new or emerging legislation. Such adjustments are recognized entirely in the period in which they are identified. The Group did not identify significant unrecognized tax benefits for the years ended December 31, 2016 and 2017. The Group's effective tax rate includes the net impact of changes in the liability for unrecognized tax benefits and subsequent adjustments as considered appropriate by management. The Group classifies interest and penalties recognized on the liability for unrecognized tax benefits as income tax expense.

Value added Tax ("VAT")

The Group is subject to VAT at the rate of 6% depending on whether the entity is a general tax payer, and related surcharges on revenue generated from providing services. Entities that are VAT general taxpayers are allowed to offset qualified input VAT, paid to suppliers against their output VAT liabilities. Net VAT balance between input VAT and output VAT is recorded in the line item of accrued expense and other liabilities on the face of balance sheet. The Group records revenue net of value added tax and related surcharges.

(z) Segment reporting

The Group's chief operating decision maker, the Chief Executive Officer, reviews the consolidated results when making decisions about allocating resources and assessing performance of the Group as a whole and hence, the Group has only one reportable segment. The Company does not distinguish

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(RMB in thousands, except for share data and per share data, or otherwise noted)

2. Summary of significant accounting policies (Continued)

between markets or segments for the purpose of internal reporting. The Group's long-lived assets are substantially all located in the PRC and substantially all of the Group's revenues are derived from within the PRC. Therefore, no geographical segments are presented.

(aa) Recently issued accounting pronouncements

In May 2014, the Financial Accounting Standards Board ("FASB") issued ASU 2014 09, "Revenue from Contracts with Customers (Topic 606)". The guidance substantially converges final standards on revenue recognition between the FASB and the International Accounting Standards Board, providing a framework on addressing revenue recognition issues and, upon its effective date, replaces almost all exiting revenue recognition guidance, including industry specific guidance, in current U.S. GAAP. An entity has the option to apply the provisions of ASU 2014 09 either retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying this standard recognized at the date of initial application. ASU 2014 09 is effective for fiscal years and interim periods within those years beginning after December 15, 2017 for public companies. In August 2015, FASB issued its final standard formally amending the effective date of the new revenue recognition guidance. The amendments in this ASU will be effective for the Group beginning after December 15, 2018 because the Group qualifies as an "emerging growth company" pursuant to the JOBS Act, which 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. The Group is in the process of evaluating the impact of the new standard in relation to the revenue recognition of all of its material revenue arrangements. The Group is currently in the process of evaluating the required financial statement disclosures.

In February 2016, the FASB issued ASU 2016 02, "Leases (Topic 842)". The core principle of Topic 842 is that a lessee should recognize the assets and liabilities that arise from operating leases. A lessee should recognize in the balance sheet a liability to make lease payments (the lease liability) and a right of use asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. If a lessee makes this election, it should recognize lease expenses for such leases generally on a straight line basis over the lease term. ASU 2016 02 is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years for public companies. The standard is effective for the Group beginning after December 15, 2019. Early adoption is permitted. The Group is currently evaluating the impact of adopting this standard on its consolidated financial statements.

In June 2016, the FASB issued ASU 2016 13, "Financial Instruments—Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments", which will be effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years for public companies. The standard is effective for the Group beginning after December 15, 2020. The guidance replaces the incurred loss impairment methodology with an expected credit loss model for which a Group recognizes an allowance based on the estimate of expected credit loss. The Group is currently evaluating the impact of adopting this standard on its consolidated financial statements.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(RMB in thousands, except for share data and per share data, or otherwise noted)

2. Summary of significant accounting policies (Continued)

In August 2016, the FASB issued ASU 2016 15, "Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments". ASU 2016 15 provides guidance for targeted changes with respect to how cash receipts and cash payments are classified in the statements of cash flows, with the objective of reducing diversity in practice. ASU 2016 15 is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years for public companies, with early adoption permitted. The standard is effective for the Group beginning after December 15, 2018. The Group does not expect a material impact on its consolidated financial statements from the amendments.

In January 2017, the FASB issued Accounting Standards Update ("ASU") 2017 04, "Simplifying the Test for Goodwill Impairment." The guidance removes Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. A goodwill impairment will now be the amount by which a reporting unit's carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. The guidance should be adopted on a prospective basis for the annual or any interim goodwill impairment tests beginning after December 15, 2019 for public companies. The standard is effective for the Group beginning after December 15, 2021. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Group early adopted the amendments from January 1, 2018 on a prospective basis.

In May 2017, the FASB issued ASU 2017 09, "Compensation—Stock Compensation (Topic 718), Scope of Modification Accounting", which clarifies and reduces both (1) diversity in practice and (2) cost and complexity when applying the guidance in Topic 718, to a change to the terms or conditions of a share based payment award. The amendments are effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years for public a companies, with early adoption is permitted. The standard is effective for the Group beginning after December 15, 2018. The Group is currently evaluating the impact of adopting this standard on its consolidated financial statements and does not expect a material impact on its consolidated financial statements from the amendments.

3. Concentration and risks

Concentration of Business Partners

The Group generates the majority of revenues through a limited number of Business Partners. For the years ended December 31, 2016 and 2017, the Group generated the majority of its net revenues through cooperation with five Business Partners, among which more than half of net revenues was generated through cooperation with Qunar, which is a large mobile and online travel platform in China. The partnerships with these Business Partners are not on an exclusive basis, and the contract durations are short. If these Business Partners change their policies, terminate their partnership or do not renew their cooperation agreements with the Group, the business and result of operations of the Group may be materially and adversely affected.

Credit risks

The Group's credit risk primarily arises from receivables due from its customers, related parties and other parties. The maximum exposure of such assets to credit risk is the assets' carrying amounts

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(RMB in thousands, except for share data and per share data, or otherwise noted)

3. Concentration and risks (Continued)

as of the balance sheet dates. Receivables due from customers are typically unsecured in the PRC and the credit risk with respect to which is mitigated by credit evaluations the Group performs on its customers and its ongoing monitoring process of outstanding balances. The Group believes that there is no significant credit risk associated with amount due from related parties.

Foreign currency exchange rate risk

The Group's operating transactions are mainly denominated in RMB. RMB is not freely convertible into foreign currencies. The value of the RMB is subject to changes by the central government policies and to international economic and political developments. In the PRC, certain foreign exchange transactions are required by law to be transacted only through authorized financial institutions at exchange rates set by the People's Bank of China (the "PBOC"). Remittances in currencies other than RMB by the Group in China must be processed through PBOC or other China foreign exchange regulatory bodies which require certain supporting documents in order to effect the remittances.

Business risk

If the cooperation between Shenzhen Minheng and Jimu Box (Jimu Group's online peer-to-peer lending platform) is terminated, the Group may be adversely affected. In July 2017, the Department of Market Supervision of the Ministry of Commerce issued a Notice on the Work of Controlling and Preventing Risks of Commercial Factoring. The notice requires the local departments of the Ministry of Commerce to focus on certain abnormal operating activities, including situations where a commercial factoring company seeks financing through online lending intermediaries on a relatively large scale, and especially where the online lending intermediary is operated by a related party of the commercial factoring company. Although the notice does not explicitly prohibit financing through online lending intermediaries and the Group has not received any notice or penalties from the relevant governmental authorities, the Group cannot be certain that Shenzhen Minheng will not be penalized or required to terminate its cooperation with Jimu Box immediately, which would be materially and adversely affected the business.

4. Acquisition of Shenzhen Minheng

On April 22, 2015, the Jimu Parent acquired in 30% equity interest of Shenzhen Minheng, which is an entity established in Mainland China that undertakes factoring business, for a cash consideration of RMB0.001. The investment in the equity of Shenzhen Minheng was accounted for as equity method investment based on the equity interest of 30% attributable to the acquired ordinary shares of Shenzhen Minheng in accordance with ASC 323.

On June 30, 2016, the Jimu Parent acquired the remaining 70% equity interest of Shenzhen Minheng for a cash consideration of RMB1,000. The main purpose of the acquisition is to expand the Group's business scope by providing point-of-sale installment loans to customers of the Company's Business Partners and to obtain financing by factoring the financing receivables to third party investors through a Financial Partner.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(RMB in thousands, except for share data and per share data, or otherwise noted)

4. Acquisition of Shenzhen Minheng (Continued)

The step-acquisition has been accounted for as a business combination and the results of operations of Shenzhen Minheng from June 30, 2016 have been included in the Group's consolidated financial statements as Shenzhen Minheng is part of the predecessor operation of Pintec Business. The Group engaged an independent valuation firm to assist management in valuing the equity interest acquired by the Group. The income approach was adopted to determine the fair value of equity interest estimated acquired, which was the ascertainable fair value as of June 30, 2016. The Group recorded a gain of RMB394 which was recognized as a result of the revaluation of the previously held equity interest upon obtaining control of Shenzhen Minheng. The gain is included in Other income in the consolidated statement of operations and comprehensive loss for the year ended December 31, 2016. The fair value measurement of the previously held equity interest is based on certain significant inputs not observable in the market, and thus represent Level 3 measurements. The major assumptions used in valuation consists of discount rate of 23%; and a terminal growth rate of 3%.

Goodwill arising from this transaction was attributable to the expected synergies from combining Shenzhen Minheng's operation of point-of-sales lending solution with the Group, which is complementary to the Group. The identifiable intangible assets acquired upon acquisition was the customer database amounting to RMB9,697, which has an estimated useful life of approximately 5.5 years. The fair value of the intangible assets acquired was determined by adopting the replacement cost approach.

The Group made estimates and judgments in determining the fair value of acquired assets and liabilities, based on management's experiences with similar assets and liabilities with the assistance from an independent valuation firm. The allocation of the purchase price is as follows:

	Amounts

	RMB
Cash		310
Financing receivables, net of provision of RMB10,450		268,365
Other current assets		18,648
Amortizable intangible asset
Customer database		9,697		5.5
Goodwill		25,680
Funding debts		(310,428	)
Other current liabilities		(10,878	)
Deferred tax assets		2,424
Deferred tax liabilities		(2,424	)

Total		1,394



Total purchase price comprised of
—Cash consideration paid by parent company		1,000
—Fair value of previously held equity interests		394

Total		1,394

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(RMB in thousands, except for share data and per share data, or otherwise noted)

4. Acquisition of Shenzhen Minheng (Continued)

The following unaudited pro forma information summarizes the results of operations of the Group for the years ended December 31, 2016, as if the acquisition of Shenzhen Minheng had been completed on January 1, 2016. These pro forma results have been prepared for comparative purposes only and do not purport to be indicative of what operating results would have been had the acquisition actually taken place on the date indicated and may not be indicative of future operating results. The pro forma adjustments are based upon available information and certain assumptions that management believes are reasonable.

	For the year ended December 31,

	2016		2016
	RMB		US$
Pro forma total revenues		59,916		9,552
Pro forma net loss		233,212		37,179

As of December 31, 2017, the Group performed a qualitative analysis on the goodwill arising from the acquisition taking into consideration the events and circumstances listed in ASC350 Intangibles—Goodwill and Other, including consideration of macroeconomic factors, industry and market conditions, and overall financial performance, in addition to other entity-specific factors. Based on the analysis, the management concluded that it is not more likely than not that a goodwill impairment exists as of December 31, 2017. Nevertheless, the Group voluntarily performed a quantitative assessment of the reporting unit to which goodwill belonged as of December 31, 2017 as a supplement to the qualitative analysis. The Group engaged an independent valuation firm to assist management to evaluate the fair value of the reporting unit, and used the income approach along with assumptions on future growth rates and discount rate. Based on the valuation results, the fair value of the reporting unit was substantially above its carrying amount as of December 31, 2017. Therefore, management concluded that quantitative analysis also did not indicate that there was an impairment of goodwill as of December 31, 2017.

5. Financing receivables, net

The financing receivables, net, as of December 31, 2016 and 2017, consists of the following:

	As of December 31,

	2016			2017
	RMB			RMB
Short-term:
Short-term financing receivables		371,317			1,569,080
Allowance for credit losses		(11,884	)		(62,901	)

Short-term financing receivables, net		359,433			1,506,179



Long-term:
Long-term financing receivables		—			185,136
Allowance for credit losses		—			(6,509	)

Long-term financing receivables, net		—			178,627

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(RMB in thousands, except for share data and per share data, or otherwise noted)

5. Financing receivables, net (Continued)

These balances represent short-term and long-term financing receivables with an original term generally up to two years and do not have collateral.

The following table summarizes the balances of financing receivables by due date as of December 31, 2016 and 2017, respectively.

	As of December 31,

	2016		2017
	RMB		RMB
Due in months:
0 - 12		371,317		1,569,080
13 - 24		—		185,136

Total financing receivables		371,317		1,754,216

The movement of the allowance for credit losses for the years ended December 31, 2016 and 2017 consist of the following:

	For the years ended December 31,

	2016			2017
	RMB			RMB
Balance at beginning of the period		—			11,884
Provision added due to acquisition of Shenzhen Minheng		10,450			—
Additions		16,123			113,162
Charge-offs		(14,689	)		(55,636	)

Balance at end of the period		11,884			69,410

Aging analysis of past due financing receivables as of December 31, 2016 and 2017 are as below:

Financing receivables

As of December 31, 2016	7,804	2,704	2,634	—	13,142	358,175	371,317
As of December 31, 2017	34,102	11,346	9,372	—	54,820	1,699,396	1,754,216

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(RMB in thousands, except for share data and per share data, or otherwise noted)

6. Accrued interest receivable, net

Accrued interest receivable, net, as of December 31, 2016 and 2017, consists of the following:

	As of December 31,

	2016			2017
	RMB			RMB
Accrued interest receivable		1,860			8,687
Allowance for doubtful accounts		(377	)		(1,050	)

Accrued interest receivable, net		1,483			7,637

The movements in the allowance for doubtful accounts for the years ended December 31, 2016 and 2017 were as follows:

	For the years ended December 31,

	2016		2017
	RMB		RMB
Balance at beginning of the period		—		377
Additions		377		2,868
Write-offs		—		(2,195	)

Balance at end of the period		377		1,050

7. Accounts receivable, net

Accounts receivable, net, as of December 31, 2016 and 2017, consists of the following:

	As of December 31,

	2016			2017
	RMB			RMB
Receivables for technical service fees from borrowers		6,420			40,587
Receivables for marketplace service fees from asset management companies		1,065			1,236
Others		84			161

Total accounts receivable		7,569			41,984

Allowance for doubtful accounts		(490	)		(5,428	)

Accounts receivable, net		7,079			36,556

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(RMB in thousands, except for share data and per share data, or otherwise noted)

7. Accounts receivable, net (Continued)

The movements in the allowance for doubtful accounts for the years ended December 31, 2016 and 2017 were as follows:

	For the year ended December 31,

	2016			2017
	RMB			RMB
Balance at beginning of the period		—			490
Additions		775			16,480
Write-offs		(285	)		(11,542	)

Balance at end of the period		490			5,428

8. Prepayments and other current assets

Prepayments and other current assets as of December 31, 2016 and 2017, consist of the following:

	As of December 31,

	2016		2017
	RMB		RMB
Deposits with a Business Partner for point-of-sale installment loans		15,576		15,605
Professional fees capitalized for issuance of new shares upon the initial public offering		—		13,348
Tax refund receivables from Tax Bureau*		—		7,834
Prepaid input value-added tax		—		9,309
Deposits to financial partners and other vendors		—		8,603
Prepaid service fees		1,579		6,555
Receivables from third-party online payment platforms		500		5,802
Others		—		1,847

Total		17,655		68,903

*: For the year ended December 31, 2017, one of the Group's subsidiaries Sky City WOFE, prepaid enterprise income tax expense to local PRC tax bureau during the first nine months of 2017. However, Sky City WOFE incurred a tax loss and it was eventually assessed that it not subject to enterprise income tax for the year ended December 31, 2017. Hence, Sky City WOFE is entitled to receive tax refund from the tax bureau upon the completion of its 2017 annual tax filing.

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PINTEC TECHNOLOGY HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(RMB in thousands, except for share data and per share data, or otherwise noted)

9. Property, equipment and software, net

Property, equipment and software, net as of December 31, 2016 and 2017 consist of the following:

	As of December 31

	2016			2017
	RMB			RMB
Computer and electronic equipment		4,264			7,737
Software		2,670			3,008
Office furniture and equipment		917			1,234

Total		7,851			11,979

Less: Accumulated depreciation and amortization		(3,018	)		(5,332	)

Property, equipment and software, net		4,833			6,647

Depreciation and amortization expenses for the years ended December 31, 2016 and 2017 was RMB2,066 and RMB2,314, respectively.

10. Long-term investments

Long-term investments consist of investments in privately held companies. The following table sets forth the changes in the Group's Long-term investments:

	Cost Method			Equity Method			Total

	RMB			RMB			RMB
Balance as of December 31, 2016		—			—			—

Investments made		2,000			8,821			10,821
Income/(loss) from equity method investments		—			(2,455	)		(2,455	)
Less: Impairment charges		(2,000	)		—			(2,000	)
Less: Foreign currency translation adjustments		—			73			73

Balance as of December 31, 2017		—			6,439			6,439

Cost method investment

In May 2017, the Group invested in Beijing Liangduo Science and Technology Co. Ltd. ("Beijing Liangduo") by purchasing ordinary shares, with a total cash consideration of RMB2 million. Investments were accounted for under the cost method as the Group had no significant influence over the investee and had no readily determinable fair value.

The Group performs an impairment assessment of its investments and determines if an investment is other-than-temporarily impaired due to impairment indicators. The Group has recognized RMB2 million in impairment charges related to its investment as a result of the operation metrics not performing to the expectations for the year ended December 31, 2017.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(RMB in thousands, except for share data and per share data, or otherwise noted)

10. Long-term investments (Continued)

Equity method investment

In October 2017, the Group invested in Pivot Fintech PTE. Ltd ("Pivot") to purchase ordinary shares, with a total consideration of RMB 8.8 million. The Group applies the equity method of accounting to account for its equity investments, in common stock or in-substance common stock, over which it has significant influence but does not own a majority equity interest or otherwise control. For the year ended December 31, 2017, the Group recognizes the Group's proportionate share of the equity investee's net loss into earnings after the date of investment, with the amount of RMB2.4 million. As of December 31, 2017, no impairment was recognized on the equity method investment.

11. Loan servicing rights

For the loans funded by individual investors, the Group is not the legal lender or borrower and only facilitates the loan origination and repayment process. The Group's obligation related to principal and interest is limited to providing reasonable efforts for collection service. The Group does not provide a guarantee to the investors regarding the recoverability of the principal or collectability of interest; thus, the investors have no recourse to the Group in the event of a default by the borrower.

Servicing is comprised of providing credit assessment service to facilitate borrowing from individual investors and post-lending management services, including collection of principal and interest from borrowers, transferring the repayment amount to lenders, monitoring delinquencies and post-lending credit assessment.

Servicing rights are recorded as either an asset or liability when the benefits of servicing are expected to be more or less than adequate compensation. The Group records servicing assets and liabilities at their estimated fair values, when the off-balance sheet loans are originated, in "Prepayments and other current assets" and "Accrued expenses and other liabilities," respectively, on the consolidated balance sheet. Changes in fair value of the servicing assets and liabilities are reported in "Loan origination and servicing cost" in the consolidated statements of operations and comprehensive loss in the period in which the change occurs.

The Group utilizes industry standard valuation techniques, such as discounted cash flow models, to arrive at an estimate of fair value with the assistance of an independent valuation firm. Significant assumptions used in valuing the servicing rights are estimates of adequate compensation rates, discount rates, cumulative default rates and cumulative prepayment rates. Changes in certain assumptions may have a significant impact on the fair value of the servicing rights. As of December 31, 2017, the key assumptions include the average period of loan at a range of 6.7 months to 28.1 months, effective prepayment rate at a range of 2% to 24%, vintage loss rate at a range of 1.8% to 11%, discount rate at a range of 16.66% to 24.95%, and cost of servicing. The selection of cumulative default rates and cumulative prepayment rates are based on data derived from historical trends.

As of December 31, 2016 and 2017, the servicing assets and liabilities recorded were insignificant. The change in fair value of the servicing assets and liabilities was insignificant for the years ended December 31, 2016 and 2017, respectively.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(RMB in thousands, except for share data and per share data, or otherwise noted)

12. Fair value measurement

Recurring

The following table presents the fair value hierarchy for the Group's assets and liabilities that are measured and recorded at fair value on a recurring basis as of December 31, 2016 and 2017:

December 31, 2016	Level 1 Inputs		Level 2 Inputs		Level 3 Inputs		Balance at Fair Value

	RMB		RMB		RMB		RMB
Assets
Cash and cash equivalents		27,292		—		—		27,292

Total		27,292		—		—		27,292

December 31, 2017	Level 1 Inputs		Level 2 Inputs		Level 3 Inputs		Balance at Fair Value

	RMB		RMB		RMB		RMB
Assets
Cash and cash equivalents		370,891		—		—		370,891

Restricted time deposits				5,000		—		5,000

Short-term investments				2,000		—		2,000

Total		370,891		7,000		—		377,891

Restricted time deposits

The fair value of the Group's restricted time deposits is determined based on the prevailing interest rates for similar products in the market (Level 2).

Short-term investments

To estimate the fair value of investments in financial instruments with a variable interest rate indexed to the performance of underlying assets, the Company refers to the quoted rate of return provided by banks at the end of each period using the discounted cash flow method. The Company classifies the valuation techniques that use these inputs as Level 2 of fair value measurement. The financial instruments are issued by commercial banks in China with a variable interest rate indexed to the performance of underlying assets. Since the maturity dates of these financial instruments are within one year, the investments are classified as short-term investments. For the year ended December 31, 2017, the Company recorded gains resulting from changes in the fair values of short-term investments in the line item "other income/ (loss), net" in the consolidated statements of comprehensive loss.

Non-recurring

The Group measures its intangible assets arising from the acquisition of Shenzhen Minheng under the replacement cost method. The fair value measurements of the intangible assets are based on significant inputs not observable in the market, and thus represent Level 3 measurements.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(RMB in thousands, except for share data and per share data, or otherwise noted)

12. Fair value measurement (Continued)

The Group measures investments under the cost method and the equity method at fair value on a non-recurring basis only if an impairment charge were to be recognized. The Group's other non-financial assets, such as property, equipment and software, would be cost measured at fair value only if they were determined to be impaired.

The Group measures convertible loans for using the fair value option. The fair value measurements of convertible loans are based on significant inputs not observable in the market, and thus represent Level 3 measurements.

13. Intangible assets, net

Intangible assets, net, as of December 31, 2016 and 2017, consist of the following

	As of December 31,

	2016			2017
	RMB			RMB
Customer database		9,697			9,697
Trademark		—			162
Less: Accumulated amortization		(882	)		(2,647	)

Intangible assets, net		8,815			7,212

Amortization expenses for the years ended December 31, 2016 and 2017 was RMB882 and RMB1,765, respectively.

As of December 31, 2017, amortization expenses related to the intangible assets for future periods are estimated to be as follows:

	For the year ended December 31,

	2018		2019		2020		2021		2022		2022 and thereafter
	RMB		RMB		RMB		RMB		RMB		RMB
Amortization expenses		1,793		1,793		1,793		1,793		40		—

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(RMB in thousands, except for share data and per share data, or otherwise noted)

14. Funding debts

The following table summarized the Group's outstanding funding debts as of December 31, 2016 and 2017, respectively:

	As of December 31,

	2016		2017
	RMB		RMB
Short-term:
Loan payables to individual investors via Jimu Box and other financial partners		382,281		1,016,113
Loan payables to investors of consolidated trusts		—		204,771

Total short-term funding debts		382,281		1,220,884



Long-term:
Loan payables to individual investors via other financial partners		—		31,769
Loan payables to investors of consolidated trusts		—		194,111
Loan payables to investors of asset-backed securitized debts		—		243,853

Total long-term funding debt		—		469,733

The following table summarizes the remaining contractual maturity dates of the Group's funding debts and associated interest payments.

	Less than 1 year		1 - 2 years		2 - 3 years		Total

	RMB		RMB		RMB		RMB
Loan payables to individual investors via Jimu Box and other financial partners		1,016,113		31,769		—		1,047,882
Loan payables to investors of assets-backed securitized debts		—		243,853		—		243,853
Loan payables to investors of consolidated trusts		204,771		194,111		—		398,882

Total funding debts		1,220,884		469,733		—		1,690,617



Interest payments		100,859		5,906		—		106,765

Total interest payments		100,859		5,906		—		106,765

For the years ended December 31, 2016 and 2017, the terms of the funding debts borrowed by the Group from individual investors on Jimu Box and investors of certain consolidated trusts ranged from 30 days to 24 months, which were to substantially match with the terms of the corresponding financial receivables due from the borrowers to the Group. And the Group is required to repay the funding debts to the investors on a monthly basis over the term of the debts, where the payment term is substantially matched with the term of financing receivables. In addition, the terms of the funding debts derived from asset-backed securitized debts is 24 months, which are not matched with the terms of the corresponding financial receivables due from the borrowers to the Group. The funding debts had a weighted average interest rate of 9.61% and 7.61% for the years ended December 31, 2016 and 2017, respectively.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(RMB in thousands, except for share data and per share data, or otherwise noted)

14. Funding debts (Continued)

The Group securitizes its financing receivables through the transfer of those assets to securitization vehicles which then issue debt securities to third-party investors. In June 2017, the Group, through its VIE, Shenzhen Minheng, created an asset-backed securities (the "ABS") which was issued and listed on the Shanghai Stock Exchange in June 2017. The ABS size was 245 million. Of the total commitment, 5 institutional funding partners purchased RMB180.0 million senior tranche securities A, bearing interest at 6%, representing 73.5% of total securities issued by the ABS Plan. Qunar purchased RMB 40.0 million senior tranche securities B, bearing interest at 7%, representing 16.3% of total securities. The Group purchased all subordinated tranche securities amounting to RMB25.0 million, representing 10.2% of the total securities issued. Interest payments began in June 2017 and payable monthly through May 2018. Beginning June 2018, monthly payments consists of both principal and interest with a final maturity of June 2019. The Group has power to direct the activities that most significantly impact economic performance of the ABS by providing the loan servicing and default loan collection services. The Group also has the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE as the Group purchased all subordinated tranche securities. Accordingly, the Group is considered as the primary beneficiary of the ABS and has consolidated the ABS's assets, liabilities, results of operations, and cash flows in the Group's consolidated financial statements.

For the year ended December 31, 2017, the Group, through its VIEs, created several trusts which were administered by third-party trust companies, including Yunnan Trusts II, and Oriental Trusts. These trusts were set up with total assets of RMB200 million each. As of December 31, 2017, the loans held by these trusts are all personal installment loans made to individual borrowers with an original term up to 12 months, which are recognized as short-term funding debts on the consolidated financial statements. The external investors purchased senior tranche securities, bearing the interest from 6.8% to 8.5%, representing a range of 85% to 96% of total securities issued by these trusts. The Group is obligated to purchase subordinated tranche securities, representing a range of 4% to 15% of total securities issued by these trusts. The Group agreed to repurchase delinquent loans outstanding for more than 60 days during the trust term and to purchase any loans that are due but not been fully paid at the trust termination. Therefore, the Group is considered to hold a significant variable interest in these trusts. Moreover, the Group has power to direct the activities that most significantly impact economic performance of the trusts by providing the assets servicing, default loan collection services and deciding which borrower to issue loan to. The Group also has the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE, as the Group agreed to repurchase delinquent loans, purchase subordinated tranche securities and receive service fees from rendering service. Therefore, the trusts arrangement is considered as the variable interest entity under ASC 810, which was in turn consolidated by the Group.

For the year ended December 31, 2017, the Group , through its VIE, created the trusts which were administered by third-party trust companies, including Yunnan Trusts I and Huarun Trust. The trusts were set up with total assets ranging from RMB100 million to RMB200 million. As of December 31, 2017, the loans held by the trust are all personal installment loans made to individual borrowers with an original term up to 24 months, which are recognized as long-term funding debts on the consolidated financial statements. The external investors purchased senior tranche securities A, bearing interest from 7% to 8.2%, representing a range of 80% to 90% of total securities issued by these trusts. China Securities Credit Investment purchased senior tranche securities B, bearing interest at 8.5%,

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(RMB in thousands, except for share data and per share data, or otherwise noted)

14. Funding debts (Continued)

representing 10% of total securities issued by the trust. The Group also is obligated to purchase subordinated tranche securities, representing a range of 10% of securities. The Group agreed to repurchase delinquent loans outstanding for more than 60 days during the trust term and to purchase any loans that are due but not been fully paid at the trust termination. Therefore, the Group is considered to hold a significant variable interest in these trusts. Moreover, the Group has power to direct the activities that most significantly impact economic performance of the trusts by providing the assets servicing, default loan collection services and deciding which borrower to issue loan to. The Group also has the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE, as the Group agreed to repurchase delinquent loans, purchase subordinated tranche securities and receive service fees from rendering service. Therefore, the trusts arrangement is considered as the variable interest entity under ASC 810, which was in turn consolidated by the Group.

Accordingly, the Group is considered as the primary beneficiary of these trusts and has consolidated these trusts' assets, liabilities, results of operations, and cash flows in the Group's consolidated financial statements. (See also note 2(j))

15. Accrued expenses and other liabilities

Accrued expenses and other liabilities as of December 31, 2016 and 2017, consist of the following:

	As of December 31,

	2016		2017
	RMB		RMB
Payable to Business Partners for point-of-sale installment loans		—		31,877
Payable to asset management companies for funds received from customers		2,752		22,107
Payables to individual investors on Jimu Box and financial partners for collecting principal and interests on behalf of borrowers		—		15,492
Payroll payable		8,619		22,243
Payable related to professional fees		—		14,057
Payable related to service fees and others		—		3,022
Payable related to rental fees		—		1,400
Deferred revenue		—		1,916
Others		4,475		75

Total		15,846		112,189

16. Convertible loans

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(RMB in thousands, except for share data and per share data, or otherwise noted)

16. Convertible loans (Continued)

preferred shares if the completion of the subscription of the Series A convertible redeemable preferred shares or other certain events does occur before June 30, 2018. The conversion price is determined at the price per share at which Series A convertible redeemable preferred shares will be issued upon exercise of the conversion right. Accrued interests shall be waived if the investors elect to exercise any the conversion options. As of December 31, 2017, the convertible loans in the principal amount of RMB235,231 (US$37,501) were issued by the Group. The Group considers the conversion price adjustments are part of the conversion features that do not require bifurcation and the convertible loan is accounted for using the fair value option. The Group engaged an independent valuation firm to assist the management in its assessment of fair value of convertible loans as of December 31, 2017, and the changes in fair value of convertible loans of RMB7,042 was recognized in the consolidated financial statements for the year ended December 31, 2017.

17. Taxation

Cayman Islands

Under the current laws of the Cayman Islands, the Group is not subject to tax on income or capital gain. Additionally, upon payments of dividends to the shareholders, no Cayman Islands withholding tax will be imposed.

British Virgin Islands

Under the current laws of the British Virgin Islands, entities incorporated in British Virgin Islands are not subject to tax on their income or capital gains.

Hong Kong

Under the current Hong Kong Inland Revenue Ordinance, the Company's Hong Kong subsidiary is subject to Hong Kong profits tax at the rate of 16.5% on its taxable income generated from the operations in Hong Kong. Payments of dividends by the subsidiary to the Company are not subject to withholding tax in Hong Kong.

PRC

Under the PRC Enterprise Income Tax Law (the "EIT Law"), the standard enterprise income tax rate for domestic enterprises and foreign invested enterprises is 25%. Effective January 1, 2008, the EIT Law in China unifies the enterprise income tax rate for the entities incorporated in China at 25% if they are not eligible for any preferential tax treatment. High and new technology enterprises enjoy a preferential tax rate of 15% under the EIT Law. Beijing Hongdian is qualified as a "high and new technology enterprise" under the EIT Law and is eligible for a preferential enterprise income tax rate of 15%, for the period from 2016 to 2019, so long as it obtains approval from the relevant tax authority and if it is profitable during the period.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(RMB in thousands, except for share data and per share data, or otherwise noted)

17. Taxation (Continued)

facto management body" as "the place where the exercising, in substance, of the overall management and control of the production and business operation, personnel, accounting, property, of a non-PRC company is located." For the years ended December 31, 2016 and 2017, the Group did not have operations outside of the PRC, thus would not be subject to this tax.

Withholding tax on undistributed dividends

The EIT law also imposes a withholding income tax of 10% on dividends distributed by a foreign investment enterprise ("FIE") to its immediate holding company outside China, if such immediate holding company is considered as a non-resident enterprise without any establishment or place within China or if the received dividends have no connection with the establishment or place of such immediate holding company within China, unless such immediate holding company's jurisdiction of incorporation has a tax treaty with China that provides for a different withholding arrangement. The Cayman Islands, where the Company is incorporated, does not have such tax treaty with China. According to the arrangement between Mainland China and Hong Kong Special Administrative Region on the Avoidance of Double Taxation and Prevention of Fiscal Evasion in August 2006, dividends paid by an FIE in China to its immediate holding company in Hong Kong will be subject to withholding tax at a rate of no more than 5%. The Group did not record any dividend withholding tax, as the Group's FIE, the PRC WFOE, has no retained earnings in any of the period presented.

The Group recorded current income tax expense of RMB167 and RMB18,516 for the years ended December 31, 2016 and 2017, as the companies in the Group either made a loss or had tax loss carryforwards to net against taxable income in 2016 and 2017. Deferred tax benefit was not recognized as a full valuation allowance was provided for the Group's deferred tax assets.

The following table sets forth reconciliation between the statutory EIT rate and the effective tax rates:

	For the year ended December 31,

	2016			2017
Statutory income tax rate in PRC		25.00	%		25.00	%
Tax effect of non-deductible expenses		0.23	%		0.85	%
Changes in valuation allowance		(25.15	)%		2.06	%

Effective tax rate		0.08	%		27.91	%

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(RMB in thousands, except for share data and per share data, or otherwise noted)

17. Taxation (Continued)

Deferred tax assets and deferred tax liabilities

The following table sets forth the significant components of the deferred tax assets and deferred tax liabilities:

	As of December 31,

	2016			2017
	RMB			RMB
Deferred tax assets:
Allowance for loan loss and impairment loss of long-term investments		3,188			34,154
Deductible advertising fees		2,842			1,894
Net operating loss carry forwards		57,531			48,473
Net operating loss carry forwards acquired in a business combination		2,204			1,763

Subtotal		65,765			86,284

Less: valuation allowance		(63,561	)		(84,521	)



Total deferred tax assets, net		2,204			1,763
Deferred tax liabilities:
Intangible assets acquired in a business combination		2,204			1,763

Net deferred tax liabilities		2,204			1,763

A valuation allowance is provided against deferred tax assets when the Group determines that it is more likely than not that the deferred tax assets will not be utilized in the future. In making such determination, the Group evaluates a variety of factors including the Group's operating history, accumulated equity/(deficit), existence of taxable temporary differences and reversal periods.

As of December 31, 2016 and 2017, the Group has incurred net accumulated operating losses of RMB230,124 and RMB193,892 for income tax purposes since its inception, and the net operating loss carryforwards will expire in 2022, if unused. The Group believes that it is more likely than not that these net accumulated operating losses and other deferred tax assets will not be utilized in the future. Therefore, the Group has provided a valuation allowance for the net deferred tax assets as of December 31, 2016 and 2017.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(RMB in thousands, except for share data and per share data, or otherwise noted)

17. Taxation (Continued)

Changes in valuation allowance are as follows:

	As of December 31,

	2016		2017
	RMB		RMB
Balance at beginning of the period		14,018		63,561
Additions		49,543		20,960
Reversals		—		—

Balance at end of the period		63,561		84,521

18. Share based compensation expenses

Share based compensation expenses for periods prior to the Reorganization relate to the share options or restricted shares granted by Jimu Parent to the employees of the Pintec Business. For the years ended December 31, 2016 and 2017, total share based compensation expenses allocated from Jimu Parent were RMB25,665 and RMB31,018, respectively.

Share options issued by Jimu Parent to employees of the Company

Starting from 2014, Jimu Parent granted multiple tranches of share options with tiered vesting commencement dates to employees, including employees of the Pintec Business. The options are generally scheduled to be vested over four years, one-fourth of the awards shall be vested upon the end of the calendar year in which the awards were granted or the first anniversary dates of the grants, and the remaining of the awards shall be vested on straight line basis. Options granted typically expire in ten years from the respective vesting commencement date as stated in the grant letters.

A summary of activities of the service-based share options granted to the employees of the predecessor operations of Pintec Business for the years ended December 31, 2016 and 2017 is presented below:



Outstanding as of January 1, 2016	11,612,548		0.82	9.00	2,274
Granted	4,627,563		1.00
Exercised	—		—
Forfeited	(353,069	)	1.00

Outstanding as of December 31, 2016	15,887,042		0.87	8.63	26,538

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(RMB in thousands, except for share data and per share data, or otherwise noted)

18. Share based compensation expenses (Continued)



Outstanding as of January 1, 2017	15,887,042		0.87	8.63	26,538
Granted	520,000		1.00
Exercised	—		—
Forfeited	(204,150	)	1.00

Outstanding as of December 31, 2017	16,202,892		0.87	7.75	27,998



Vested and expected to vest as of December 31, 2016	15,887,042		0.87	8.63	26,538
Exercisable as of December 31, 2016	5,627,542		0.74	8.63	2,755
Vested and expected to vest as of December 31, 2017	16,202,892		0.87	7.75	27,998
Exercisable as of December 31, 2017	9,219,980		0.79	7.75	8,824

There were 4,627,563 and 520,000 options granted for the years ended December 31, 2016 and 2017. The weighted average grant date fair value of options granted for the years ended December 31, 2016 and 2017 was US$1.5 and US$1.88 per share, respectively.

For the years ended December 31, 2016 and 2017, share-based compensation expenses recognized associated with the service-based share options granted to employees of the predecessor operations of Pintec Business and allocated to the Company were RMB13,025 and RMB20,910.

As of December 31, 2016 and 2017, there was RMB53,344 and RMB49,854 of unrecognized share-based compensation expenses, adjusted estimated forfeitures, related to the share options granted. The expenses are expected to be recognized over a weighted-average period of 1.49 years, and may be adjusted for future change in estimated forfeitures.

The estimated fair value of each option grant is estimated on the date of grant using the Binominal option-pricing model with the following assumptions:

		2016 and 2017

Expected volatility		34.6% ~ 40.2%
Risk-free interest rate (per annum)		2.02% ~ 3.02%
Exercise multiples		2.2 ~ 2.8
Expected dividend yield		0%
Expected term (in years)		10
Fair value of the underlying shares on the date of option grants (US$)		0.45 ~ 2.70

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(RMB in thousands, except for share data and per share data, or otherwise noted)

18. Share based compensation expenses (Continued)

its capital stock, and does not anticipate any dividend payments on its ordinary shares in the foreseeable future. The estimated forfeiture rate is determined based on the fact that vested incentive shares would only be forfeited in the event of misconduct by the holders of the incentive shares.

Restriction of ordinary shares held by senior management

In connection with Jimu Parent's issuance of Series A preferred shares on March 5, 2014, 40% of the 72,000,000 ordinary shares held by certain members of Jimu Parent's senior management became restricted pursuant to the shareholders' agreement. The 40% of the shares subject to vesting thereafter in 60 equal and continuous monthly installments following the grant date, provided that the founders' continuous service for the Jimu Parent. This arrangement is accounted for similar to a reverse stock split, followed by the grant of restricted stock awards to the founders subject to service vesting conditions. These shares issued are determined to be share-based compensation. The fair value of the ordinary shares at the grant date was estimated using the income approach. The difference between the fair value and par value is recognized as compensation expenses using graded vesting method over the requisite service period, which is the vesting period. Grant date fair value per restricted share on March 5, 2014 is USD0.45.

As of December 31, 2016 and 2017, an aggregate of 7,522,601 and 4,096,458 of the restricted shares remained unvested, respectively. The activities of the total restricted ordinary shares for the years ended December 31, 2016 and 2017 are summarized as below:



Unvested at January 1, 2016	10,772,744
Granted	400,000		1.79
Vested	(3,650,143	)

Unvested at December 31, 2016	7,522,601



Unvested at January 1, 2017	7,522,601
Grant	—		—
Vested	(3,426,143	)

Unvested at December 31, 2017	4,096,458

For the years ended December 31, 2016 and 2017, share-based compensation expenses recognized associated with the restricted ordinary shares and allocated to the Company were RMB12,640 and RMB10,108, respectively. As of December 31, 2016 and 2017, unrecognized compensation cost, adjusted for estimated forfeitures and related to non-vested service-based restricted ordinary shares, was RMB22,632 and RMB12,833, respectively.

19. Related party transactions

The Group has historically relied on Jimu Group for most of the Group's funding. (See note 1(e)).

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(RMB in thousands, except for share data and per share data, or otherwise noted)

19. Related party transactions (Continued)

The table below sets forth the major related parties and their relationships with the Group as of December 31, 2016 and 2017:

Name of related parties		Relationship with the Group

Jimu Parent		the Group is under the control of the same group of shareholders
BBAE Holdings Limited		An entity which has two common directors of the Board of Directors with the Company who can significantly influence both the entity and the Company
Beijing Liangduo Science and Technology Co. Ltd.		An entity which the Group holds 18% equity interests

(a): The Group entered into the following transactions with related parties:

	For the year ended December 31,

Transactions	2016		2017
	RMB		RMB
(i) Transactions recorded in costs and expenses
—Cost and expenses allocated from Jimu Parent		140,894		102,263
—Service fees to Jimu Parent for the peer-to-peer matching services for the funding debts		1,120		1,235

(ii) Financing transactions
—Allocated cost and expenses waived by Jimu Parent ⁽¹⁾		74,367		—
—Cash contribution from Jimu Parent		80,690		—

—Contribution from the Jimu Parent		155,057		—
—Net cash advances from the Jimu Parent		29,790		23,121
—Loan proceeds from Jimu Parent		—		29,270

(1): For the year ended December 31, 2016, the Group agreed with Jimu Parent that the payment for allocated expenses up to September 30, 2016 with an amount of RMB74,367 would be waived by Jimu Parent, which was deemed to be a contribution from the parent company. For the year ended December 31, 2017, the allocated cost and expenses except for share based compensation expenses, with an amount of RMB 71,245 would be settled with Jimu Parent.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(RMB in thousands, except for share data and per share data, or otherwise noted)

19. Related party transactions (Continued)

(b): The Group had the following balances with the major related parties:

	As of December 31,

	2016		2017
	RMB		RMB
Due from Jimu Parent and its subsidiaries ⁽²⁾		108,904		228,548
BBAE Holdings Limited		797		478

Total		109,701		229,026



Due to Jimu Parent and its subsidiaries		162,832		385,035
BBAE Holdings Limited		163		527
Beijing Liangduo Science and Technology Co. Ltd.		—		927

Total		162,995		386,489

(2): This amount represents the cash proceeds from funding debts held by the peer-to-peer lending platform that had not yet been remitted to the Group.

(c): For 2016, all of the loans provided to borrowers are funded via peer-to-peer matching services provided by Jimu Parent and its subsidiaries.

20. Defined contribution plan

Full time employees of the Group in the PRC participate in a government mandated defined contribution plan, pursuant to which certain pension benefits, medical care, employee housing fund and other welfare benefits are provided to the employees. Chinese labor regulations require that the PRC subsidiaries, VIEs and VIEs' subsidiaries of the Group make contributions to the government for these benefits based on certain percentages of the employees' salaries, up to a maximum amount specified by the local government. The Group has no legal obligation for the benefits beyond the contributions made. The total amounts for such employee benefit expenses, which were expensed as incurred, were approximately RMB21,731 and RMB38,378 for the years ended December 31, 2016 and 2017.

21. Unaudited pro forma net loss per share

Basic net loss per share is computed using the weighted average number of ordinary shares outstanding during the period. Diluted net loss per share is computed using the weighted average number of ordinary shares and dilutive potential ordinary shares outstanding during the period.

The Company issued ordinary shares to Jimu Parent ordinary shareholders in connection with the Reorganization in March 31, 2018 (See Note 1). 72,000,000 ordinary shares were issued and outstanding upon the completion of the Reorganization (See Note 1) in March 31, 2018. Basic and diluted net loss per ordinary share reflecting the effect of the issuance of ordinary shares to Jimu Parent ordinary shareholders are presented as follows, as if they had been existed since January 1, 2016.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(RMB in thousands, except for share data and per share data, or otherwise noted)

21. Unaudited pro forma net loss per share (Continued)

The unaudited pro forma basic and diluted net loss per ordinary share for each of the years are presented as follows:

	For the years ended December 31,

Basis net (loss)/income per share calculation:	2016			2017			2017
	RMB			RMB			USD
	(In thousands, except for share and per share data)			(In thousands, except for share and per share data)			(In thousands, except for share and per share data)
Numerator:
Net loss		(200,494	)		(84,860	)		(13,528	)
Accretion on Series Seed-A-1 Preferred Shares redemption value		(152	)		(167	)		(27	)
Accretion on Series Seed-A-2 Preferred Shares redemption value		(1,366	)		(1,502	)		(239	)
Accretion on Series Seed-B Preferred Shares redemption value		(10,810	)		(11,881	)		(1,894	)
Accretion on Series Seed-C Preferred Shares redemption value		(29,459	)		(31,943	)		(5,093	)
Net loss attributable to ordinary shareholders		(242,281	)		(130,353	)		(20,781	)
Denominator:
Weighted average ordinary shares outstanding-basic		89,109,849			90,807,062			90,807,062
Net loss per share attributable to ordinary shareholders-basic		(2.72	)		(1.44	)		(0.23	)
Diluted net loss per share calculation:
Numerator:
Net loss attributable to ordinary shareholders-diluted		(242,281	)		(130,353	)		(20,781	)
Denominator:
Weighted average ordinary shares outstanding-basic		89,109,849			90,807,062			90,807,062
Ordinary shares issuable upon the exercise of outstanding stock option using the treasury stock method		—			—			—
Weighted average ordinary shares outstanding-Diluted		89,109,849			90,807,062			90,807,062
Net loss per share attributable to ordinary shareholders-diluted		(2.72	)		(1.44	)		(0.23	)

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PINTEC TECHNOLOGY HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(RMB in thousands, except for share data and per share data, or otherwise noted)

22. Commitments and contingencies

Operating lease commitment

The Group has entered into non-cancellable operating leases covering various facilities. Future minimum lease payments under these non-cancellable leases as follows:

	Payment due by schedule

	Less than 1 year		1 - 2 years		2 - 3 years		Total
Office rental		16,015		9,185		—		25,200
Bandwidth leasing		265		—		—		265

		16,280		9,185		—		25,465

For the years ended December 31 2016 and 2017, the Group incurred office rental expenses in the amounts of RMB16,982 and RMB17,028, respectively and incurred bandwidth leasing expenses in the amounts of RMB764 and RMB652, respectively.

Debt Obligation

The expected repayment amount of the debt obligations are as follows:

	Payment due by schedule

	Less than 1 year		1 - 2 years		2 - 3 years		Total
Funding Debts obligations
Loan payables to individual investors via Jimu Box and other financial partners		1,016,113		31,769		—		1,047,882
Assets-backed securitized debts		—		243,853		—		243,853
Consolidated trusts		204,771		194,111		—		398,882
Interest payments		100,859		20,701		—		121,560

Total Funding Debts obligations		1,321,743		490,434		—		1,812,177

Legal Proceedings

As of December 31, 2016 and 2017, the Group was not involved in any legal or administrative proceedings that may have a material adverse impact on the Group's business, financial position results of operations, or cash flows.

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PINTEC TECHNOLOGY HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(RMB in thousands, except for share data and per share data, or otherwise noted)

23. Subsequent events

As of March 27, 2018, the Pintec Business was transferred to the Group upon the completion of the following steps : (1) executed agreements over variable interest entities which were used for the operations of the Pintec Business; (2) transferred fixed and intangible assets and employees from Jimu Parent's subsidiaries and variable interest entities to the Group; (3) established Pintec in Cayman Island and offshore shareholding structure were set up; (4) issued the common shares and preferred shares to Jimu Parent's shareholders for the respective number of shares that held in Jimu Parent; (5) issued the option in connection with the Reorganization to mirror the number and vesting terms of the options originally granted by Jimu Parent. Therefore, the Group considers the Reorganization has been completed on March 27, 2018.

On April 15, 2018, the Company entered the framework agreement with United Overseas Bank Limited ("UOB") to establish a joint venture of Avatec.ai (S) Pte. Ltd ("Avatec") in Singapore to develop the lending platform so as to providing credit services and solutions, focusing on data technology based credit assessment, scoring and selection with commercial applications, and supporting consumer and small and medium enterprise lending activities.

24. Restricted net assets

The Group's ability to pay dividends is primarily dependent on the Group receiving distributions of funds from its subsidiaries. Relevant PRC statutory laws and regulations permit payments of dividends by the Group's subsidiaries and VIE incorporated in the PRC only out of their retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. The results of operations reflected in the financial statements prepared in accordance with U.S. GAAP differ from those reflected in the statutory financial statements of the Group's subsidiaries.

In accordance with the PRC laws and regulations, statutory reserve funds shall be made and can only be used for specific purposes and are not distributable as cash dividends. As a result of these PRC laws and regulations that require annual appropriations of 10% of net after-tax profits to be set aside prior to payment of dividends as general reserve fund or statutory surplus fund, the Group's PRC subsidiaries and VIE are restricted in their ability to transfer a portion of their net assets to the Company.

The Company performed a test on the restricted net assets of its consolidated subsidiaries and VIEs (the "restricted net assets") in accordance with Securities and Exchange Commission Regulation S-X Rule 4-08 (e) (3), "General Notes to Financial Statements" and concluded that it was not applicable for the Company to disclose the condensed financial information for the parent company for the years ended December 31, 2016 and 2017 because (i) the Company had not been incorporated as of December 31, 2016 and (ii) the reorganization of the Group has not been completed including the Cayman Island holding company not yet being the parent company of the subsidiaries and the VIEs in China as of December 31, 2017.

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PINTEC TECHNOLOGY HOLDINGS LIMITED

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

	As of									Pro Forma As of

				March 31,						March 31,
	December 31, 2017			March 31,						March 31,
	December 31, 2017			2018			2018			2018			2018
	RMB			RMB			US$ Note 2 (e)			RMB (Note 24)			US$ Note 2 (e)
ASSETS
Current assets:
Cash and cash equivalents		370,891			280,945			44,789			280,945			44,789
Restricted time deposits		5,000			5,000			797			5,000			797
Short-term investments		2,000			2,000			319			2,000			319
Short-term financing receivables, net		1,506,179			1,333,227			212,548			1,333,227			212,548
Accrued interest receivable, net		7,637			5,595			892			5,595			892
Accounts receivable, net		36,556			40,581			6,470			40,581			6,470
Prepayments and other current assets		68,903			93,476			14,903			93,476			14,903
Amounts due from related parties		229,026			195,146			31,111			195,146			31,111
Total current assets		2,226,192			1,955,970			311,829			1,955,970			311,829

Non-current assets:
Long-term financing receivables, net		178,627			211,799			33,766			211,799			33,766
Long-term investments		6,439			6,223			992			6,223			992
Property, equipment and software, net		6,647			6,483			1,034			6,483			1,034
Intangible assets, net		7,212			6,769			1,079			6,769			1,079
Goodwill		25,680			25,680			4,094			25,680			4,094

Total non-current assets		224,605			256,954			40,965			256,954			40,965

TOTAL ASSETS		2,450,797			2,212,924			352,794			2,212,924			352,794



LIABILITIES
Current liabilities:
Short-term funding debts (including amounts of the consolidated VIEs of RMB1,220,884 and RMB1,244,783, respectively)		1,220,884			1,244,783			198,448			1,244,783			198,448
Accrued interest payable (including amounts of the consolidated VIEs of RMB7,174 and RMB9,361, respectively)		7,174			9,361			1,492			9,361			1,492
Accounts payable (including amounts of the consolidated VIEs of RMB42,985 and RMB55,479, respectively)		43,043			60,984			9,722			60,984			9,722
Amounts due to related parties (including amounts of the consolidated VIEs of RMB344,028 and RMB170,940, respectively)		375,369			207,212			33,034			207,212			33,034
Tax payable (including amounts of the consolidated VIEs of RMB21,327 and RMB29,516 respectively)		22,386			32,539			5,187			32,539			5,187
Convertible loans (including amounts of the consolidated VIEs of RMB nil and RMB nil, respectively)		242,273			255,528			40,737			—			—
Accrued expenses and other liabilities (including amounts of the consolidated VIEs of RMB81,180 and RMB58,988, respectively)		112,189			77,085			12,292			77,085			12,292

Total current liabilities		2,023,318			1,887,492			300,912			1,631,964			260,175

Non-current liabilities:
Long-term funding debts (including amounts of the consolidated VIEs of RMB469,733 and RMB350,750, respectively)		469,733			350,750			55,918			350,750			55,918
Other non-current liabilities (including amounts of the consolidated VIEs of RMB nil and RMB nil, respectively)		8,821			8,821			1,406			8,821			1,406
Amounts due to related parties (including amounts of the consolidated VIEs of RMB11,120 and RMB nil, respectively)		11,120			—			—			—			—

Total non-current liabilities		489,674			359,571			57,324			359,571			57,324

TOTAL LIABILITIES		2,512,992			2,247,063			358,236			1,991,535			317,499



Commitment and contingencies (Note 23)
MEZZANINE EQUITY (Note 19)
Series Seed-A-1 convertible redeemable preferred shares ($0.000125 of par value per share; 2,500,000 and 2,500,000 shares authorized, issued and outstanding with redemption value of RMB2,805 as of March 31, 2018; none authorized, issued and outstanding as of December 31, 2017)		—			2,437			389			—			—
Series Seed-A-2 convertible redeemable preferred shares ($0.000125 of par value per share; 17,678,568 and 17,678,568 shares authorized, issued and outstanding with redemption value of RMB25,289 as of March 31, 2018; none authorized, issued and outstanding as of December 31, 2017)		—			21,975			3,503			—			—
Series Seed-B convertible redeemable preferred shares ($0.000125 of par value per share; 37,257,705 and 37,257,705 shares authorized, issued and outstanding with redemption value of RMB200,930 as of March 31, 2018; none authorized, issued and outstanding as of December 31, 2017)		—			175,563			27,990			—			—
Series Seed-C convertible redeemable preferred shares ($0.000125 of par value per share; 42,747,918 and 42,747,918 shares authorized, issued and outstanding with redemption value of RMB573,372 as of March 31, 2018; none authorized, issued and outstanding as of December 31, 2017)		—			497,007			79,235			—			—

TOTAL MEZZANINE EQUITY		—			696,982			111,117			—			—

INVESTED DEFICIT / SHAREHOLDER'S DEFICIT:
Parent company's investment deficit		(62,195	)		—			—			—			—
Ordinary Shares (US$0.000125 par value, 72,000,000 shares authorized, issued and outstanding as of March 31, 2018, none authorized, issued and outstanding as of December 31, 2017)		—			59			9			75			12
Additional paid-in capital		—			122,029			19,454			1,074,523			171,304
Accumulated other comprehensive income		—			5,316			847			5,316			847
Accumulated deficit		—			(858,525	)		(136,869	)		(858,525	)		(136,868	)
TOTAL INVESTED DEFICIT/SHAREHOLDERS' DEFICIT		(62,195	)		(731,121	)		(116,559	)		221,389			35,295

TOTAL LIABILITIES, MEZZANINE EQUITY, INVESTED DEFICIT /SHAREHOLDERS' DEFICIT		2,450,797			2,212,924			352,794			2,212,924			352,794

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

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PINTEC TECHNOLOGY HOLDINGS LIMITED

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND
COMPREHENSIVE (LOSS)/INCOME

(RMB in thousands, except for share and per share data, or otherwise noted)

	For the three months ended March 31,

	2017			2018			2018
	RMB			RMB			US$ Note 2 (e)
Revenues:
Technical service fees		50,511			189,594			30,226
Installment service fees		12,242			88,118			14,048
Wealth management service fees		832			1,688			269

Total revenues		63,585			279,400			44,543

Cost of revenues:
Funding cost (including RMB185 and RMB1,009 to a related party, respectively)		(9,079	)		(51,433	)		(8,200	)
Provision for credit losses		(7,011	)		(37,119	)		(5,918	)
Origination and servicing cost (including RMB390 and RMB152 to a related party, respectively)		(26,905	)		(82,223	)		(13,108	)

Cost of revenues		(42,995	)		(170,775	)		(27,226	)

Gross profit		20,590			108,625			17,317

Operating expenses:
Sales and marketing expenses (including RMB7,165 and RMB1,639 to a related party, respectively)		(14,463	)		(22,042	)		(3,514	)
General and administrative expenses (including RMB12,067 and RMB7,969 to a related party, respectively)		(25,045	)		(43,886	)		(6,996	)
Research and development expenses (including RMB14,639 and RMB3,803 to a related party, respectively)		(16,553	)		(18,714	)		(2,983	)

Total operating expenses		(56,061	)		(84,642	)		(13,493	)

Operating (loss)/profit		(35,471	)		23,983			3,824

Change in fair value of convertible loans		—			(663	)		(106	)
Share of loss from equity method investments		—			(221	)		(35	)
Other income/(loss), net		(63	)		3,206			511

(Loss)/income before income tax expense		(35,534	)		26,305			4,194
Income tax expense		—			(11,700	)		(1,865	)

Net (loss)/income		(35,534	)		14,605			2,329
Preferred shares redemption value accretion		(11,575	)		(11,415	)		(1,820	)

Net (loss)/income attributable to ordinary shareholders		(47,109	)		3,190			509
Net (loss)/income		(35,534	)		14,605			2,329
Other comprehensive income:
Foreign currency translation adjustments net of nil tax		—			4,475			713

Total other comprehensive income		—			4,475			713

Total comprehensive (loss)/income		(35,534	)		19,080			3,042
Preferred shares redemption value accretion		(11,575	)		(11,415	)		(1,820	)

Comprehensive (loss)/income attributable to ordinary shareholders		(47,109	)		7,665			1,222



Net (loss)/income per ordinary share
Basic		(0.53	)		0.04			0.01
Diluted		(0.53	)		0.04			0.01
Weighted average ordinary shares outstanding
Basic		89,392,873			91,225,552			91,225,552
Diluted		89,392,873			91,225,552			91,225,552
Share-based compensation expenses included in
Cost of revenues		(7	)		(9	)		(1	)
Sales and marketing expenses		(617	)		(768	)		(122	)
General and administrative expenses		(6,270	)		(7,092	)		(1,131	)
Research and development expenses		(814	)		(1,050	)		(167	)

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

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PINTEC TECHNOLOGY HOLDINGS LIMITED

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT

(RMB in thousands, except for share data and per share data, or otherwise noted)

	Ordinary Shares														Total Invested Deficit / Shareholders Deficit

	Ordinary Shares				Additional Paid-in Capital		Other Comprehensive Income		Accumulated Deficit			Parent Company's investment
	Shares		Amount		Additional Paid-in Capital		Other Comprehensive Income		Accumulated Deficit			Parent Company's investment
			RMB		RMB		RMB		RMB			RMB			RMB
As of January 1, 2017		—		—		—		—		—			(9,205	)		(9,205	)
Share-based compensation expenses allocated from Jimu Parent		—		—		—		—		—			7,708			7,708
Net loss		—		—		—		—		—			(35,534	)		(35,534	)

As of March 31, 2017		—		—		—		—		—			(37,031	)		(37,031	)



As of January 1, 2018		—		—		—		—		—			(62,195	)		(62,195	)
Completion of reorganization		72,000,000		59		113,110		841		(873,130	)		62,195			(696,925	)
Foreign currency translation adjustments, net of nil tax		—		—		—		4,475		—			—			4,475
Share based compensation expenses allocated from Jimu Parent		—		—		8,919		—		—			—			8,919
Net income		—		—		—		—		14,605			—			14,605

As of March 31, 2018		72,000,000		59		122,029		5,316		(858,525	)		—			(731,121	)

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

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PINTEC TECHNOLOGY HOLDINGS LIMITED

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(RMB in thousands, except for share data and per share data, or otherwise noted)

	For the three months ended March 31,

	2017			2018			2018
	RMB			RMB			US$ Note (e)
Cash flows from operating activities:
Net (loss)/income		(35,534	)		14,605			2,329
Adjustments to reconcile net (loss)/income to net cash provided by operating activities:
Depreciation and amortization		757			1,083			173
Share-based compensation expense allocated from Jimu Parent		7,708			8,919			1,421
Share of loss from equity-method investments		—			221			35
Change in fair value of convertible loans		—			663			106
Provision for doubtful accounts and credit losses		8,075			54,843			8,743
Changes in operating assets and liabilities:
Accrued interest receivable		(249	)		613			98
Accounts receivable		(5,037	)		(21,740	)		(3,466	)
Amount due from related parties		(4,864	)		(2,686	)		(428	)
Prepayments and other current assets		(14,238	)		(24,574	)		(3,919	)
Accounts payable		8,596			17,941			2,860
Accrued interest payable		1,421			2,187			349
Amount due to related parties		33,524			(177,909	)		(28,363	)
Tax payable		(848	)		10,153			1,619
Accrued expenses and other liabilities		31,279			(35,105	)		(5,597	)

Net cash provided by/(used in) operating activities		30,590			(150,786	)		(24,040	)

Cash flows from investing activities:
Purchase of property, equipment and software		(19	)		(560	)		(89	)
Financing receivables originated		(1,197,738	)		(1,171,383	)		(186,746	)
Principal collection on financing receivables		950,265			1,275,464			203,339

Net cash (used in)/provided by investing activities		(247,492	)		103,521			16,504

Cash flows from financing activities:
Proceeds from issuance of preferred shares		—			57			9
Cash advances from (repayment to) Jimu Parent		36,963			35,282			5,625
Proceeds from funding debts		1,199,325			1,146,785			182,825
Principal payments on funding debts		(971,161	)		(1,241,868	)		(197,983	)
Proceeds from issuance of convertible loans		—			21,730			3,464

Net cash provided by/(used in) financing activities		265,127			(38,014	)		(6,060	)

Effect of exchange rate changes on cash, cash equivalents and restricted time deposits		(801	)		(4,667	)		(744	)

Net increase/(decrease) in cash, cash equivalents and restricted time deposits		47,424			(89,946	)		(14,340	)
Cash, cash equivalents and restricted time deposits at beginning of the period		27,292			375,891			59,926
Including:
Cash and cash equivalents at beginning of the period		27,292			370,891			59,129
Restricted time deposits at beginning of the period		—			5,000			797

Cash, cash equivalents and restricted time deposits at end of the period		74,716			285,945			45,586



Including:
Cash and cash equivalents at end of the period		74,716			280,945			44,789
Restricted time deposits at end of the period		—			5,000			797
Supplemental disclosure of cash flow information
Cash paid for interest		8,704			34,093			5,435
Non-Cash investing and financing activities
Accretion to preferred shares redemption value		11,575			11,415			1,820

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

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PINTEC TECHNOLOGY HOLDINGS LIMITED

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(RMB in thousands, except for share data and per share data, or otherwise noted)

1. Organization and principal activities

(a): Nature of operations

(b): Reorganization

To effect the transfer of the Pintec Business to the Group, the following major steps were undertaken:

•: Pintec, the holding company for the Group, was set up by one of the founding shareholders of Jimu Parent, (one of the "Founders").
•: In April 2017, four dormant holding companies of Jimu Parent which were incorporated in BVI or Hong Kong were transferred to Pintec at par value along with two newly established subsidiaries incorporated in China.
•: In May 2017, Pintec issued common shares at par value to Jimu Parent common shareholders for the respective number of shares that they held in Jimu Parent, subject to the receipt of the share issuance price from the shareholders.
•: In December, 2017, Pintec issued preferred shares at par value to Jimu Parent preferred shareholders for the respective number of shares that they held in Jimu Parent, subject to the receipt of the share issuance price from the shareholders.
•: In December, 2017, the Pintec Business was started to transfer to the Group. This was done by (1) signing agreements over four variable interest entities which were dormant or were used for the operations of the Pintec Business. These four variable interest entities, together with their five wholly owned subsidiaries, operate the Pintec Business (See Note 1 (c) for details of these agreements), and (2) transferring certain other assets and employees from Jimu Parent's subsidiaries and variable interest entities to the Group.

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PINTEC TECHNOLOGY HOLDINGS LIMITED

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(RMB in thousands, except for share data and per share data, or otherwise noted)

1. Organization and principal activities (Continued)

•: In December 2017, options of the Company were issued in connection with the Reorganization to mirror the number and vesting terms of the options originally granted by Jimu Parent. These options have an expiration period of 10 years.
•: In March 2018, the issuance price of the common shares and preferred shares of the Company, which were outstanding as of December 31, 2017 were fully paid by shareholders, based on the respective number of shares that common and preferred shareholders that they held in Pintec. Also the transfer of the key employees from Jimu Parent's subsidiaries and variable interest entities to the Group was completed in March 2018.

Establishment of Pintec, its subsidiaries and VIEs

Upon completion of the Reorganization, the ownership structure of the subsidiaries and VIEs of the Group is as follows.

	Date of incorporation/ acquisition	Place of incorporation			Principal activities

The Company:
Pintec Technology Holdings Limited ("Pintec")	Incorporated on March 2, 2017	The Cayman Islands			Investment holding
Wholly owned subsidiaries:
Sky City Holdings Limited ("Sky City BVI")	Incorporated on June 23, 2016	BVI	100	%	Investment holding
Sky City Hong Kong Limited ("Sky City HK")	Incorporated on August 17, 2016	Hong Kong	100	%	Investment holding
Sky City (Beijing) Technology Co., Ltd. ("Sky City WOFE")	Incorporated on December 22, 2016	The PRC	100	%	Investment holding
Next Hop Holdings Limited ("Next Hop BVI")	Incorporated on January 4, 2016	BVI	100	%	Investment holding
Next Hop Hong Kong Limited ("Next Hop HK")	Incorporated on January 20, 2016	Hong Kong	100	%	Investment holding
Pintec (Beijing) Technology Co., Ltd ("Pintec Beijing WOFE")	Incorporated on December 21, 2016	The PRC	100	%	Investment holding
VIEs and VIEs' subsidiaries (referred to as "Pintec Operating Entities"):
Anquying (Tianjin) Business Information Consulting Co., Ltd. ("Tianjin Anquying")	Incorporated on January 29, 2016	The PRC	100	%	Lending solution business
Anquying (Shanghai) Investment Consulting Co., Ltd. ("Shanghai Anquying")	Incorporated on November 16, 2015	The PRC	100	%	Lending solution business
Anquying (Ganzhou) Technology Co., Ltd. ("Ganzhou Anquying")	Incorporated on May 27, 2017	The PRC	100	%	Lending solution business
Shenzhen Qianhai Minheng Commercial Factoring Co., Ltd. ("Shenzhen Minheng")	Acquired on June 30, 2016	The PRC	100	%	Lending solution business

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PINTEC TECHNOLOGY HOLDINGS LIMITED

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(RMB in thousands, except for share data and per share data, or otherwise noted)

1. Organization and principal activities (Continued)

	Date of incorporation/ acquisition	Place of incorporation			Principal activities

Beijing Hongdian Fund Distributor Co., Ltd. ("Beijing Hongdian")	Incorporated on April 13, 2015	The PRC	100	%	Wealth management solution business
Xuanji Intelligence (Beijing) Technology Co., Ltd. ("Beijing Xuanji")	Incorporated on May 31, 2016	The PRC	100	%	Wealth management solution business
Tianjin Xiangmu Asset Management Co., Ltd. ("Tianjin Xiangmu")	Incorporated on June 18, 2015	The PRC	100	%	Wealth management solution business
Pintec Jinke (Beijing) Technology Information Co., Ltd., (formerly known as Hezi (Beijing) Consultants Co., Ltd) ("Beijing Jinke")	Acquired on January 3, 2017	The PRC	100	%	Wealth management solution business
Myfin Insurance Broker Co., Ltd ("Myfin Insurance")	Incorporated on December 17, 2015	The PRC	100	%	Wealth management solution business

Basis of Presentation for the Reorganization

The Reorganization consists of transferring the Pintec Business to the Group, which is owned by Jimu Parent's shareholders immediately before and after the Reorganization. The shareholding percentages and rights of each shareholder were the same in Jimu Parent and Pintec immediately before and after the Reorganization. Accordingly, the Reorganization was accounted for in a manner similar to a common control transaction because it is determined that the transfers lack economic substance. Therefore, the accompanying unaudited condensed consolidated financial statements included the assets, liabilities, revenue, expenses and cash flows that are directly attributable to the Pintec Business for the periods presented and were prepared as if the corporate structure of Pintec after the Reorganization had been in existence throughout the periods presented. Such presentation may not necessarily reflect the results of operations, financial position and cash flows of the Group had it existed on a stand-alone basis during the period presented.

The assets and liabilities are stated at historical carrying amounts. Those assets and liabilities that are specifically related to the Pintec Business are included in the Group's consolidated balance sheets. Income tax liability is calculated on a separate return basis as if the Group had filed separate tax returns. The Group's statement of operations and comprehensive (loss)/income consists of all the revenues, costs and expenses of the Pintec Business, including allocations to the cost of revenue, sales and marketing expenses, research and development expenses, and general and administrative expenses, which were incurred by Jimu Parent but related to the Pintec Business. These allocated costs and expenses are primarily for office rental expenses, office utilities, information technology support and certain corporate functions, including senior management, finance, legal and human resources, as well as share-based compensation expense.

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(RMB in thousands, except for share data and per share data, or otherwise noted)

1. Organization and principal activities (Continued)

Generally, the cost of shared employees were recognized to the Group based on the Group's headcount as a proportion of total headcount in the Jimu Parent group; share based compensation expenses were allocated to the Group based on the compensation expenses attributable to employees of Pintec Business, and shared corporate marketing expenses and bandwidth and server hosting costs were allocated based on the Group's revenues as a proportion of the total revenue of Jimu Parent group. These allocations are made on a basis considered reasonable by management to estimate what the Company would incur on a stand-alone basis, as if the Company had operated as an unaffiliated entity, before the consummation of the Reorganization.

For the three months ended March 31, 2017:	Share based compensation		Others		Total

	RMB		RMB		RMB
Cost of revenues		7		383		390
Sales and marketing expenses		617		6,548		7,165
General and administrative expenses		6,270		5,797		12,067
Research and development expenses		814		13,825		14,639

Total		7,708		26,553		34,261

Out of the total costs and expenses of RMB34,261 allocated from Jimu Parent for the three months ended March 31, 2017, RMB7,708 is for share based compensation expenses which are recorded as a contribution from Jimu Parent. With respect to the remaining balance of allocated expenses of RMB26,553, which are primarily billed by Jimu Parent and recognized in the current portion of "Amounts due to related parties" of the consolidated balance sheets, which will be settled with Jimu Parent.

For the three months ended March 31, 2018:	Share based compensation		Others		Total

	RMB		RMB		RMB
Cost of revenues		9		143		152
Sales and marketing expenses		768		871		1,639
General and administrative expenses		7,092		877		7,969
Research and development expenses		1,050		2,753		3,803

Total		8,919		4,644		13,563

Out of the total costs and expenses of RMB13,563 allocated from Jimu Parent for the three months ended March 31, 2018. RMB8,919 is for share based compensation expenses which are recorded as a contribution from Jimu Parent. With respect to the remaining balance of allocated expenses of RMB4,644 , which are primarily billed by Jimu Parent and recognized in the current portion of "Amounts due to related parties" of the consolidated balance sheets, which will be settled with Jimu Parent.

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(RMB in thousands, except for share data and per share data, or otherwise noted)

1. Organization and principal activities (Continued)

(c): Variable interest entities
(1): VIE arrangement before the Reorganization

The contractual arrangements that were used to control the VIEs include powers of attorney, exclusive business cooperation agreements, equity pledge agreements and exclusive option agreements.

Management concluded that Jimu Parent, through the contractual arrangements, has the power to direct the activities that most significantly impact the VIEs' economic performance, bears the risks of and enjoys the rewards normally associated with ownership of the VIEs, and therefore Jimu Parent is the ultimate primary beneficiary of these VIEs constituting the Pintec Business. As such, Jimu Parent consolidated the financial statements of these VIEs. Consequently, the financial results of the VIEs directly attributable to the predecessor operations were included in the Group's unaudited condensed consolidated financial statements in accordance with the basis of presentation for the Reorganization as stated in Note 1.

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(RMB in thousands, except for share data and per share data, or otherwise noted)

1. Organization and principal activities (Continued)

the performance of the agreement. During the term of the agreement, the VIEs shall not accept any consultations and/or services provided by any third party and shall not cooperate with any third party for the provision of identical or similar services without prior consent of Jimu WOFE. These agreements will remain in effect for ten years, but can be terminated by Jimu WOFE with 30 days' advance written notice. These agreements can be extended at the sole discretion of Jimu Parent.

(2): VIE arrangement after the Reorganization

The Group has determined that it is the primary beneficiary of these VIEs through the contractual arrangements. Accordingly, the Company will consolidate these VIEs' results of operations, assets and liabilities in the Group's consolidated financial statements pursuant to the accounting principles generally accepted in the United States ("U.S. GAAP") upon the execution of the new contractual arrangements. Refer to Note 2(b) to the unaudited condensed consolidated financial statements for the principles of combination.

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(RMB in thousands, except for share data and per share data, or otherwise noted)

1. Organization and principal activities (Continued)

(d): Risks in relation to the VIE structure

As the Reorganization was completed in March 2018, a significant part of the Group's business was conducted through the Pintec Operating Entities which were the VIEs of the Group. The Company became the primary beneficiary of the Pintec Operating Entities through contractual arrangements. In the opinion of management, the contractual arrangements with the VIEs and the nominee shareholders were in compliance with PRC laws and regulations and are legally binding and enforceable. The nominee shareholders are also shareholders of the Group and have indicated they will not act contrary to the contractual arrangements. However, there are substantial uncertainties regarding the interpretation and application of PRC laws and regulations including those that govern the contractual arrangements, which could limit the Group's ability to enforce these contractual arrangements and if the nominee shareholders of the VIE were to reduce their interests in the Group, their interest may diverge from that of the Group and that may potentially increase the risk that they would seek to act contrary to the contractual arrangements. In January 2015, the Ministry of Commerce ("MOFCOM"), released for public comment a proposed PRC law, the Draft Foreign Investment Enterprises ("FIE") Law, that appears to include VIEs within the scope of entities that could be considered to be FIEs, that would be subject to restrictions under existing PRC law on foreign investment in certain categories of industry. Specifically, the Draft FIE Law introduces the concept of "actual control" for determining whether an entity is considered to be an FIE. In addition to control through direct or indirect ownership or equity, the Draft FIE Law includes control through contractual arrangements within the definition of "actual control". If the Draft FIE Law is passed by the People's Congress of the PRC and goes into effect in its current form, these provisions regarding control through contractual arrangements could be construed to include the Group's contractual arrangements with its VIEs, and as a result, the Group's VIEs could become explicitly subject to the current restrictions on foreign investment in certain categories of industry. The Draft FIE Law includes provisions that would exempt from the definition of FIEs where the ultimate controlling shareholders are either entities organized under PRC law or individuals who are PRC citizens. The Draft FIE Law is silent as to what type of enforcement action might be taken against existing VIE, that operates in restricted or prohibited industries and is not controlled by entities organized under PRC law or individuals who are PRC citizens. If the restrictions and prohibitions on FIEs included in the Draft FIE Law are enacted and enforced in their current form, the Group's ability to use the contractual arrangements with its VIEs and the Group's ability to conduct business through the VIEs could be severely limited. The Group's ability to control the VIEs also depends on the power of attorney that the wholly owned subsidiary of the Group has to vote on all matters requiring shareholder approval in the VIEs. As noted above, the Group believes these power of attorney are legally enforceable but may not be as effective as direct equity ownership. In addition, if the Group's corporate structure and the contractual arrangements with the VIEs through which the Group conducts its business in the PRC were found to be in violation of any existing or future PRC laws and regulations, the Group's relevant PRC regulatory authorities could:

•: revoke or refuse to grant or renew the Group's business and operating licenses;
•: restrict or prohibit related party transactions between the wholly owned subsidiaries of the Group and the VIEs;
•: impose fines, confiscate income or other requirements which the Group may find difficult or impossible to comply with;

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(RMB in thousands, except for share data and per share data, or otherwise noted)

1. Organization and principal activities (Continued)

•: require the Group to alter, discontinue or restrict its operations;
•: restrict or prohibit the Group's ability to finance its operations, and;
•: take other regulatory or enforcement actions against the Group that could be harmful to the Group's business.

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(RMB in thousands, except for share data and per share data, or otherwise noted)

1. Organization and principal activities (Continued)

The following financial information of the VIEs directly attributable to the predecessor operations as of December 31, 2017 and March 31, 2018 and for the periods then ended were included in the Group's unaudited condensed consolidated financial statements.

	As of December 31,		As of March 31,

	2017		2018
	RMB		RMB
ASSETS
Cash and cash equivalents		159,189		185,865
Restricted time deposits		5,000		5,000
Short-term investments		2,000		2,000
Short-term financing receivables, net		1,506,179		1,333,227
Accrued interest receivable		7,637		5,595
Accounts receivable, net		36,556		40,239
Prepayments and other current assets		38,516		54,206
Due from subsidiaries of the Company		337,200		759,257
Amounts due from related parties		91,244		98,059

Total current assets		2,183,521		2,483,448

Long-term financing receivables, net		178,627		211,799
Property, equipment and software, net		4,506		4,619
Intangible assets, net		7,163		6,721
Goodwill		25,680		25,680

Total non-current assets		215,976		248,819

Total assets		2,399,497		2,732,267



LIABILITIES
Short-term funding debts		1,220,884		1,244,783
Accrued interest payable		7,174		9,361
Accounts payable		42,985		55,479
Amounts due to related parties		344,028		170,940
Due to subsidiaries of the Company		239,812		801,263
Tax payable		21,327		29,516
Accrued expenses and other liabilities		81,180		58,988
Total current liabilities		1,957,390		2,370,330

Long-term funding debts		469,733		350,750
Amounts due to related parties		11,120		—

Total non-current liabilities		480,853		350,750

Total liabilities		2,438,243		2,721,080

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(RMB in thousands, except for share data and per share data, or otherwise noted)

1. Organization and principal activities (Continued)

	For the three months Ended March 31,

	2017			2018
Total net revenues		64,005			300,609
Net loss		(18,485	)		(66	)

	For the three months Ended March 31,

	2017			2018
Net cash provided by operating activities		53,925			25,655
Net cash (used in)/provided by investing activities		(247,461	)		103,507
Net cash provided by/(used in) financing activities		240,960			(102,486	)

Net increase in cash, cash equivalents and restricted time deposits		47,424			26,676
Cash, cash equivalents and restricted time deposits at beginning of the period		27,292			164,189

Including:
Cash and cash equivalents at beginning of the period		27,292			159,189
Restricted time deposits at beginning of the period		—			5,000
Cash, cash equivalents and restricted time deposits at end of the period		74,716			190,865



Including:
Cash and cash equivalents at end of the period		74,716			185,865
Restricted time deposits at end of the period		—			5,000

In accordance with the contractual arrangements related to post reorganization, the relevant PRC subsidiaries have the power to direct activities of the Group's VIEs and VIEs' subsidiaries, and can have assets transferred out of the Group's VIEs and VIEs' subsidiaries. There are no assets of the VIEs and VIEs' subsidiaries that are collateral for the VIEs obligations and can only be used to settle the VIEs' obligations except for the consolidated assets-backed securitized debts arrangement and trust arrangements (Note 2(j)). Relevant PRC laws and regulations restrict the VIE from transferring a portion of its net assets, equivalent to the balance of its paid-in capital, capital reserve and statutory reserves, to the Company in the form of loans and advances or cash dividends. As the VIEs and VIEs' subsidiaries are incorporated as limited liability companies under the PRC Company Law, the creditors do not have recourse to the general credit of the Company for the liabilities of the VIEs and the VIEs' subsidiaries.

Recognized revenue-producing assets held by the VIEs include computers and servers, customer database relating to point-of-sale installment loan, which was acquired through acquisition.

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(RMB in thousands, except for share data and per share data, or otherwise noted)

1. Organization and principal activities (Continued)

There is no VIE where the Company or any subsidiary has a variable interest but is not the primary beneficiary.

(e): Liquidity

The Group has been incurring losses since inception. The net loss was RMB35,534 for the three months ended March 31, 2017 and the net profit was RMB14,605 for the three months ended March 31, 2018. As of December 31, 2017 and March 31, 2018, current assets of the Group exceeded its current liabilities by RMB202,874 and RMB68,478, respectively. The Group had shareholders' deficit of RMB62,195 and RMB731,121 as of December 31, 2017 and March 31, 2018, respectively. The net cash provided by operating activities was RMB30,590 for the three months ended March 31, 2017 and the net cash used in operating activities was RMB150,786 for the three months ended March 31, 2018.

The Group's ability to fund its operations is based on its ability to generate cash, its ability to attract investors and its ability to borrow funds on reasonable economic terms. Prior to the Reorganization, the Group's business had relied principally on Jimu Parent's financing from its investors to fund the Group's operations and business development. Post-Reorganization, the Group's ability to continue as a going concern is expected to be dependent on management's ability to successfully execute its business plan, which includes increasing revenues while controlling operating expenses, as well as, generating operational cash flows and continuing to obtain external financing from investors. In addition, the Group can adjust the pace of its operation expansion and control the operating expenditures. Based on cash flows projections from operating and financing activities and existing balances of cash and cash equivalents, the Group believed that it will be able to meet its payment obligations for general operations and debt related commitments for the next twelve months from the date of issuance of the consolidated financial statements. Based on the above considerations, the Group's unaudited condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and liquidation of liabilities in the normal course of business.

2. Summary of significant accounting policies

(a): Basis of presentation

The unaudited condensed consolidated financial statements of the Group have been prepared in accordance with U.S. GAAP. Accordingly, they do not include all of the information and footnotes normally included in the annual financial statements prepared in accordance with U.S. GAAP. Certain information and footnote disclosures normally included in the annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted consistent with Article 10 of Regulation S-X. In the opinion of management, the Group's unaudited condensed consolidated financial statements and accompanying notes include all adjustments (consisting of normal recurring adjustments) considered necessary for the fair statement of the Group's financial position as of December 31, 2017 and March 31, 2018, and results of operations and cash flows for the three months

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(RMB in thousands, except for share data and per share data, or otherwise noted)

2. Summary of significant accounting policies (Continued)

ended March 31, 2017 and 2018. Interim results of operations are not necessarily indicative of the results for the full year or for any future period. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements as of and for the year ended December 31, 2017, and related notes included in the Group's audited consolidated financial statements. The financial information as of December 31, 2017 presented in the unaudited condensed consolidated financial statements is derived from the audited consolidated financial statements as of December 31, 2017.

Significant accounting policies followed by the Group in the preparation of the accompanying unaudited condensed consolidated financial statements are summarized below.

(b): Principles of consolidation

The unaudited condensed consolidated financial statements include the financial statements of the Company, its subsidiaries, the VIEs for which the Company is the ultimate primary beneficiary, and the subsidiaries of the VIEs.

All significant intercompany transactions and balances between the Company, its wholly owned subsidiaries and the VIEs have been eliminated upon consolidation.

(c): Use of estimates

The preparation of the unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires the Group to make estimates and assumptions that affect the reported amounts of assets and liabilities and related disclosure of contingent assets and liabilities at the balance sheet date, and the reported revenues and expense during the reporting period and disclosed in the unaudited condensed consolidated financial statements and accompanying notes.

Significant accounting estimates reflected in the Group's unaudited condensed consolidated financial statements include revenue recognition, allocations of revenue to multiple elements, allowance for financing receivables, valuation of share-based awards, and cost and expenses from Jimu Parent to Pintec, valuation allowance for deferred tax assets, fair value of assets and liabilities acquired in business combinations, fair value of convertible loans and impairment of goodwill.

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(RMB in thousands, except for share data and per share data, or otherwise noted)

2. Summary of significant accounting policies (Continued)

(d): Foreign currency translation

Transactions denominated in foreign currencies other than functional currency are translated into the functional currency at the exchange rates prevailing on the transaction dates. Assets and liabilities denominated in foreign currencies other than functional currency are remeasured into the functional currency at the exchange rates prevailing at the balance sheet date. Exchange gains or losses arising from foreign currency transactions are recorded in the unaudited condensed consolidated statements of operations and comprehensive (loss)/income.

The resulting foreign currency translation adjustments are recorded as a component of accumulated other comprehensive income/loss in the unaudited condensed consolidated statement of changes in shareholders' deficit and a component of other comprehensive loss in the unaudited condensed consolidated statement of operations and comprehensive (loss)/income.

(e): Convenience translation

Translations of the unaudited condensed consolidated balance sheet, the unaudited condensed consolidated statement of operations and comprehensive (loss)/income and the unaudited condensed consolidated statement of cash flows from RMB into US$ as of and for the three months ended March 31, 2018 are solely for the convenience of the readers and were calculated at the rate of US$1.00=RMB6.2726, representing the noon buying rate set forth in the H.10 statistical release of the U.S. Federal Reserve Board on March 30, 2018. No representation is made that the RMB amounts could have been, or could be, converted, realized or settled into US$ at that rate on March 30, 2018, or at any other rate.

(f): Cash and cash equivalents

Cash and cash equivalents consist of cash on hand, time deposits, and funds held in deposit accounts with banks, which are highly liquid and have original maturities of three months or less and are unrestricted as to withdrawal or use. All cash and cash equivalents are denominated in RMB and held in PRC. The Group adopted ASU 2016-18, statement of cash flows (Topic 230): Restricted Cash, in the first quarter of fiscal year 2018 on a basis of using a retrospective method to each period presented. The changes in restricted time deposits in the consolidated cash flow were nil for the period ended March 31, 2017.

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(RMB in thousands, except for share data and per share data, or otherwise noted)

2. Summary of significant accounting policies (Continued)

(g): Restricted time deposits

(h): Short-term investments

The Group invested in certain financial instruments with a variable interest rate indexed to the performance of underlying assets. These financial instruments had maturity dates within one year and classified as short-term investments. The Company elected the fair value method at the date of initial recognition and carried these investments subsequently at fair value. Fair value is estimated based on quoted prices of similar financial products provided by the banks at the end of each period. Changes in the fair value are reflected in the unaudited condensed consolidated statements of comprehensive (loss)/income as "other income/(loss), net".

(i): Fair value measurement

Accounting guidance defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Group considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability.

•: Level 1 applies to assets or liabilities for which there are quoted prices, in active markets for identical assets or liabilities.
•: Level 2 applies to assets or liabilities for which there are inputs other than quoted prices included within Level 1 that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical asset or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.
•: Level 3 applies to asset or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(RMB in thousands, except for share data and per share data, or otherwise noted)

2. Summary of significant accounting policies (Continued)

carrying amount of the financing receivables, funding debts, accrued interest receivable, and accrued interest payable approximates their respective fair value as the interest rates applied reflect the current quoted market yield for comparable financial instruments. The Group considers unobservable inputs to be significant, if, by their exclusion, the estimated fair value of a Level 3 asset or liability would be impacted by a significant percentage change, or based on qualitative factors such as the nature of the instrument and significance of the unobservable inputs relative to other inputs used within the valuation.

(j): Financing receivables, net

Nature of the financing receivables and the related funding sources

The Group generates financing receivables by providing the following:

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(RMB in thousands, except for share data and per share data, or otherwise noted)

2. Summary of significant accounting policies (Continued)

the receivable from users upon factoring and accounts for the transaction as secured borrowings. For the three months ended March 31, 2017 and 2018, the majority of the financing for these financing receivables were obtained by the Group via the peer-to-peer matching services provided by Jimu Box, which matches the Group with third party investors.

Accordingly, the financing receivables due from the users of the Business Partners and the loan payables to the third party individual investors matched with the Group via Jimu Box and the loan payables to other financial partners are recorded on the Group's unaudited condensed consolidated balance sheet as financing receivables and funding debts, respectively.

(1)(b) On-balance sheet: Point-of-sale financing receivables funded by investors of asset-backed securitized debts

The Group periodically securitizes its financing receivables due from users of the Business Partners through transferring those assets to the ABSs vehicles which then issues debt securities to third-party investors. The ABSs vehicles are considered as variable interest entities under ASC 810. As the Group has power to direct the activities that most significantly impact economic performance of the ABSs vehicles by providing the loan servicing and default loan collection services, and the Group has the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE as the Group purchased all subordinated tranche securities, and the Group is obligated to purchase any loans that are delinquent for more than certain days, accordingly, the Group is considered as the primary beneficiary of the ABSs and has consolidated the ABSs' assets, liabilities, results of operations, and cash flows in the Group's unaudited condensed consolidated financial statements in accordance with ASC 810.

(1)(c) On-balance sheet: Point-of-sale financing receivables funded by an individual lender

Shenzhen Minheng, as one of subsidiaries of the Group, entered into a loan agreement with an individual person ("Lender") in January 2018 and a supplementary loan agreement in March 2018. Pursuant to which, during the quarter ended March 31, 2018, the Group borrowed unsecured RMB denominated loans from this Lender, amounted to RMB 564 million aggregately, with an interest rate of approximately 10.3% for the term of up to one year. The loans were used for early repayment of loan payables to third party individual investors matched with the Group via Jimu Box. As a result of the repayments of RMB 40 million made to the Lender, the remaining outstanding balance as of March 31, 2018 was RMB 524 million.

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(RMB in thousands, except for share data and per share data, or otherwise noted)

2. Summary of significant accounting policies (Continued)

(2) On-balance sheet: Personal and business financing receivables funded by third party investors of trusts arrangements

The Trusts are considered as variable interest entities under ASC 810. As the Group has power to direct the activities that most significantly impact economic performance of the Trusts by providing the loan servicing and default loan collection services, and the Group has the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE as the Group purchased all subordinated tranche of trust units, and the Group is obligated to repurchase any loans that are delinquent for more than certain days, accordingly, the Group is considered as the primary beneficiary of the Trusts and has consolidated the Trusts' assets, liabilities, results of operations, and cash flows in the Group's unaudited condensed consolidated financial statements in accordance with ASC 810.

Accrued interest receivable

Nonaccrual financing receivables and charged-off financing receivables

(k): Accounts receivable, net

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(RMB in thousands, except for share data and per share data, or otherwise noted)

2. Summary of significant accounting policies (Continued)

customer's payment history, and current credit worthiness, and current economic trends. Accounts receivable balances are written off after collection efforts have been exhausted.

(l): Long-term investments

Long-term investments represent the Group's investments in privately held companies.

In accordance with ASC 323 "Investment—Equity Method and Joint Ventures", the Group applies the equity method of accounting to equity investments, in common stock or in-substance common stock, over which it has significant influence but does not own a majority equity interest or otherwise control. Under the equity method, the Group initially records its investment at cost. The difference between the cost of the equity investment and the amount of the underlying equity in the net assets of the equity investee is recognized as equity method goodwill or as an intangible asset as appropriate, which is included in the equity method investment on the consolidated balance sheets. The Group subsequently adjusts the carrying amount of the investment to recognize the Group's proportionate share of each equity investee's net income or loss into unaudited condensed consolidated statements of comprehensive (loss)/income after the date of acquisition.

For long-term investments in equity securities that are not accounted for using equity method of accounting, and that have no readily determinable fair value, the cost method of accounting is used.

(m): Property, equipment and software, net

Property, equipment and software are recorded at cost, less accumulated depreciation and impairment. Depreciation of property and equipment and amortization of software is calculated on a straight-line basis, after consideration of expected useful lives and estimated residual values. The Group has not recorded any impairments of property, equipment or software for the period presented. The estimated useful lives of these assets are generally as follows:

Category		Estimated useful life

Office furniture and equipment		3 - 5 years
Computer and electronic equipment		3 - 5 years
Software		5 years

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(RMB in thousands, except for share data and per share data, or otherwise noted)

2. Summary of significant accounting policies (Continued)

(n): Intangible assets, net

(o): Goodwill

Goodwill represents the excess of the purchase price over fair value of the identifiable assets and liabilities acquired in a business combination.

Goodwill is not depreciated or amortized but is tested for impairment on an annual basis as of December 31 and in between annual tests when an event occurs or circumstances change that could indicate that the asset might be impaired. In accordance with the FASB guidance on "Testing of Goodwill for Impairment," the Company first has the option to assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the Company decides, as a result of its qualitative assessment, that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the quantitative impairment test is mandatory. Otherwise, no further testing is required. The quantitative impairment test consists of a comparison of the fair value of each reporting unit with its carrying amount, including goodwill. A goodwill impairment charge will be recorded for the amount by which a reporting unit's carrying value exceeds its fair value, but not to exceed the carrying amount of goodwill. Application of a goodwill impairment test requires significant management judgment, including the identification of reporting units and determining the fair value of each reporting unit. The judgment in estimating the fair value of reporting units includes estimating future cash flows, determining appropriate discount rates and making other assumptions. Changes in these estimates and assumptions could materially affect the determination of fair value for each reporting unit. No impairment of goodwill was recognized for the three months ended March 31, 2018.

(p): Impairment of long-lived assets

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(RMB in thousands, except for share data and per share data, or otherwise noted)

2. Summary of significant accounting policies (Continued)

(q): Funding Debts

The proceeds received from individual investors, other financial partners, and investors of the asset-backed securitized debts or the consolidated trusts to fund the Group's on-balance sheet financing receivables, are recorded as funding debts on the unaudited condensed consolidated balance sheets. Accrued interest payable is calculated based on the contractual interest rates of the funding debts.

(r): Revenue recognition

The Group is principally engaged in providing lending solutions through its online technology platform.

(i): Lending solution to assist borrowers to obtain loans

For the three months ended March 31, 2017 and March 31, 2018, the majority of lending solutions were provided in collaboration with a peer-to-peer lending platform, Jimu Box, who both enter into the service agreement with the borrowers. The service fees earned from the borrowers are allocated between the Group and Jimu Parent based on relative fair values of services provided that have been mutually agreed between the two parties.

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(RMB in thousands, except for share data and per share data, or otherwise noted)

2. Summary of significant accounting policies (Continued)

(ii): Lending solution for borrowers to finance on-line purchases/personal and business installment loans

Some of the Business Partners' customers require immediate installment financing for their on-line purchases. For credit worthy users, the Group offers installment financing ("point-of-sale installment service"). When a user, who qualifies for point-of-sale installment services makes an online purchase using a point-of-sale installment loan, the Group pays the sales price to the Business Partners and collects the sales price from the Business Partners' users with interest and fees. Upon paying the sales price to the Business Partners, the Group promptly obtains financing for the sales price paid by factoring the receivable due from the Business Partners' users. The Group may subsequently factor the receivables to individual investors on the Jimu Box or to other financial partners. Pursuant to ASC 860-10-15-4, the factoring arrangement of the financing receivable due from users of Business Partners or borrowers does not satisfy the criteria of financial asset de-recognition because the Group has a commitment to make monthly repayments. Accordingly, the Group does not derecognize the receivable from users upon factoring and accounts for the transaction as secured borrowings. For the years ended December 31, 2016 and 2017, the majority of borrowings were obtained by the Group via the peer-to-peer matching services provided by Lerong Duoyuan Information Technology Co., Ltd, which matches the Group with third party investors. The installment receivables due from the Business Partners' customers and the loan payables to the third party individual investors and the loan payables to other financial partners are recorded on the Group's unaudited condensed consolidated balance sheets as financing receivables and funding debts, respectively.

The Group also periodically securitizes its financing receivables arising from users of Business Partners through the transfer of those assets to securitization vehicles. The securitization vehicles are considered as consolidated variable interest entities under ASC 810. Therefore, the financing receivables are recorded as financing receivables in the unaudited condensed consolidated balance sheets. The personal and business installment loans may be funded via trust arrangements, which are also considered as consolidated variable interest entities under ASC 810. As a result, the installment receivables due from borrowers, generated from personal and business installment loans are also recorded as financing receivables in the unaudited condensed consolidated balance sheets. The Group recognizes installment service fees over the terms of the financing receivables using the effective interest rate method. The proceeds from third party individual investors, investors of asset-backed securitized debts and investors of the consolidated trusts are recorded as funding debts. (see also note 2(j))

(iii): Wealth management solution

For the wealth management solution business, the Group operates online mutual fund marketplace and online insurance product marketplace platforms to enable asset management companies and insurance companies to offer and sell their mutual fund products and insurance products to their customers. As of March 31, 2018 and for the months then ended, the online insurance product marketplace platform was dormant. The Group earns transaction service commissions from the asset

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(RMB in thousands, except for share data and per share data, or otherwise noted)

2. Summary of significant accounting policies (Continued)

management companies ("wealth management service fee"). The Group does not operate or manage any mutual funds or insurance companies.

Consistent with the criteria of ASC 605, Revenue Recognition, the Group recognizes revenues when the following four revenue recognition criteria are met:

1): Persuasive evidence of an arrangement exists;
2): Services have been rendered;
3): Pricing is fixed or determinable; and,
4): Collectability is reasonably assured.

Revenue recognition policies for each type of service are discussed as follows:

Technical service fees

The Group can only charge the technical service fees from the borrowers upon the successful matching of the loans by a financial partner. The non-contingent portion of the selling price is collected upfront, if any, upon the loan matching, and the contingent portion of the selling price is collected over the term of the loans when the monthly repayment occurs. As the borrowers are able to prepay the loan amounts before maturity date for a prepayment fee, the aggregate amount of the contingent portion of the fees that can ultimately collected by the Group for credit assessment service and post-lending management service earned from a loan transaction is dependent upon the actual term over which the borrowers made their loan repayments. In accordance with ASC 605-25-30-5, the amount allocated by the Group to the delivered credit assessment service is limited to that amount that is not contingent upon the delivery of additional units or meeting other specified performance conditions. Therefore, the non-contingent portion of the credit assessment service fees are recognized revenue upon cash collection and execution of loan agreements between financial partners and borrowers. In situations where the upfront cash collected is less than the relative selling price of the

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2. Summary of significant accounting policies (Continued)

credit assessment service, the remaining contingent portion of the credit assessment fees, together with the fees allocated to post-lending management services, are recognized each month when the service is provided over the period of the loan as the monthly repayments occur.

Prepayment fees charged by the Group are recognized when the prepayment occurs and the payments are made by the borrowers.

Installment service fee

Wealth management service fee

(r): Funding cost

(s): Provision for credit loss

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2. Summary of significant accounting policies (Continued)

individual assessment are assessed collectively depending on factors such as delinquency rate, size, and other risk characteristics of the portfolio. The Company estimates the expected credit losses rate based on delinquency status of the financing receivables within the level: current, 1 to 30, 31 to 60, 61 to 90 calendar dates past due. These loss rates in each delinquency status are based on average historical loss rates of financing receivables associated with each of the abovementioned delinquency categories. In addition, the Company considers other general economic conditions, if any, when determining the provision for credit losses. The expected loss rates will be applied to the outstanding loan balances to determine the allowance for credit loss for each reporting period. The Company evaluates and adjusts its allowance for loan losses on a quarterly basis or more often as necessary.

(t): Origination and servicing cost

(u): Sales and marketing expenses

(v): General and administrative expenses

(w): Research and development expenses

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2. Summary of significant accounting policies (Continued)

(x): Share-based compensation expenses

The extension of expiration period of an award is accounted for as a modification of the terms of the original award ("modified award"). The compensation costs associated with the modified awards are recognized if either the original vesting condition or the new vesting condition is achieved. The total recognized compensation cost for the awards is at least equal to the fair value of the awards at the grant date, unless at the date of the modification the performance or service conditions of the original awards are not expected to be satisfied. The incremental compensation cost is measured as the excess of the fair value of the modified award over the fair value of the original award at the modification date. Therefore, in relation to the modified awards, the Group recognizes share-based compensation over the vesting periods of the modified award, which comprises, (i) the amortization of the incremental portion of share-based compensation over the remaining vesting term and (ii) any unrecognized compensation cost of the original award, using either the original term or the new term, whichever results in higher expenses for each reporting period.

(y): Fair value of preferred shares and ordinary shares

Shares of the Company, which do not have quoted market prices, were valued based on the income approach. The income approach involves applying the discounted cash flow analysis based on projected cash flow using the Group's best estimate as of the valuation dates. Estimating future cash flow requires the Group to analyze projected revenue growth, gross margins, effective tax rates, capital expenditures and working capital requirements. In determining an appropriate discount rate, the Group considered the cost of equity and the rate of return expected by venture capitalists. The Group also applied a discount for lack of marketability given that the shares underlying the award were not publicly traded at the time of grant. Determination of estimated fair value of the Group requires

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(RMB in thousands, except for share data and per share data, or otherwise noted)

2. Summary of significant accounting policies (Continued)

complex and subjective judgments due to its limited financial and operating history, unique business risks and limited public information on companies in China similar to the Group.

Option-pricing method was used to allocate enterprise value to preferred shares and ordinary shares. The method treats preferred shares and ordinary shares as call options on the enterprise's value, with exercise prices based on the liquidation preference of the preferred shares. The strike prices of the "options" based on the characteristics of the Group's capital structure, including number of shares of each class of ordinary shares, seniority levels, liquidation preferences, and conversion values for the preferred shares. The option-pricing method also involves making estimates of the anticipated timing of a potential liquidity event, such as a sale of the Group or an initial public offering, and estimates of the volatility of the Group's equity securities. The anticipated timing is based on the plans of board of directors and management of the Group. Estimating the volatility of the share price of a privately held company is complex because there is no readily available market for the shares. Volatility is estimated based on annualized standard deviation of daily stock price return of comparable companies.

(z): Taxation

Income taxes

Deferred income taxes are recognized for temporary differences between the tax bases of assets and liabilities and their reported amounts in the unaudited condensed consolidated financial statements, net operating loss carry forwards and credits. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided in accordance with the laws of the relevant taxing authorities. Deferred tax assets and liabilities are measured using enacted rates expected to apply to taxable income in which temporary differences are expected to be reversed or settled. The effect on deferred tax assets and liabilities of changes in tax rates is recognized in the statement of comprehensive income (loss) in the period of the enactment of the change.

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2. Summary of significant accounting policies (Continued)

deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized.

The Group recognizes a tax benefit associated with an uncertain tax position when, in its judgment, it is more likely than not that the position will be sustained upon examination by a taxing authority. For a tax position that meets the more-likely-than-not recognition threshold, the Group initially and subsequently measures the tax benefit as the largest amount that the Group judges to have a greater than 50% likelihood of being realized upon ultimate settlement with a taxing authority. The Group's liability associated with unrecognized tax benefits is adjusted periodically due to changing circumstances, such as the progress of tax audits, case law developments and new or emerging legislation. Such adjustments are recognized entirely in the period in which they are identified. The Group did not identify significant unrecognized tax benefits for the periods ended December 31, 2017 and March 31, 2018. The Group's effective tax rate includes the net impact of changes in the liability for unrecognized tax benefits and subsequent adjustments as considered appropriate by management. The Group classifies interest and penalties recognized on the liability for unrecognized tax benefits as income tax expense.

Value added Tax ("VAT")

(aa): Income/Loss per share

Basic income/loss per share is computed by dividing net income/loss attributable to ordinary shareholders, considering the accretions to redemption value of the preferred shares, by the weighted average number of ordinary shares outstanding during the period using the two-class method. Under the two-class method, net loss is not allocated to other participating securities if based on their contractual terms they are not obligated to share in the loss. Diluted income/loss per share is calculated by dividing net income/loss attributable to ordinary shareholders by the weighted average number of ordinary and dilutive ordinary equivalent shares outstanding during the period. Ordinary equivalent shares consist of ordinary shares issuable upon the conversion of the preferred shares and convertible loans using the if-converted method, and ordinary shares issuable upon the exercise of outstanding share options using the treasury stock method. Ordinary equivalent shares are not included in the denominator of the diluted loss per share calculation when inclusion of such shares would be anti-dilutive.

(bb): Segment reporting

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2. Summary of significant accounting policies (Continued)

(cc): Recently issued accounting pronouncements

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(RMB in thousands, except for share data and per share data, or otherwise noted)

2. Summary of significant accounting policies (Continued)

In August 2016, the FASB issued ASU 2016 15, "Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments". ASU 2016 15 provides guidance for targeted changes with respect to how cash receipts and cash payments are classified in the statements of cash flows, with the objective of reducing diversity in practice. ASU 2016 15 is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years for public companies, with early adoption permitted. The standard is effective for the Group beginning after December 15, 2018. The Group does not expect a material impact on its unaudited condensed consolidated financial statement.

In May 2017, the FASB issued ASU 2017 09, "Compensation—Stock Compensation (Topic 718), Scope of Modification Accounting", which clarifies and reduces both (1) diversity in practice and (2) cost and complexity when applying the guidance in Topic 718, to a change to the terms or conditions of a share based payment award. The amendments are effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years for public a companies, with early adoption is permitted. The standard is effective for the Group beginning after December 15, 2018. The Group is currently evaluating the impact of adopting this standard on its unaudited condensed consolidated financial statements and does not expect a material impact on its unaudited condensed consolidated financial statements.

3. Concentration and risks

Concentration of Business Partners

The Group generates the majority of revenues through a limited number of Business Partners. For the three months ended March 31, 2017 and 2018, the Group generated the majority of its net revenues through cooperation with five Business Partners, among which more than half of net revenues was generated through cooperation with Qunar, which is a large mobile and online travel platform in China. The partnerships with these Business Partners are not on an exclusive basis, and the contract durations are short. If these Business Partners change their policies, terminate their partnership or do not renew their cooperation agreements with the Group, the business and result of operations of the Group may be materially and adversely affected.

Credit risks

The Group's credit risk primarily arises from receivables due from its customers, related parties and other parties. The maximum exposure of such assets to credit risk is the assets' carrying amounts

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(RMB in thousands, except for share data and per share data, or otherwise noted)

3. Concentration and risks (Continued)

Foreign currency exchange rate risk

Business risk

4. Acquisition of Shenzhen Minheng

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(RMB in thousands, except for share data and per share data, or otherwise noted)

4. Acquisition of Shenzhen Minheng (Continued)

The step-acquisition has been accounted for as a business combination and the results of operations of Shenzhen Minheng from June 30, 2016 have been included in the Group's unaudited condensed consolidated financial statements as Shenzhen Minheng is part of the predecessor operation of Pintec Business. The Group engaged an independent valuation firm to assist management in valuing the equity interest acquired by the Group. The income approach was adopted to determine the fair value of equity interest estimated acquired, which was the ascertainable fair value as of June 30, 2016. The Group recorded a gain of RMB394 which was recognized as a result of the revaluation of the previously held equity interest upon obtaining control of Shenzhen Minheng. The gain is included in other income in the consolidated statement of operations and comprehensive loss for the year ended December 31, 2016. The fair value measurement of the previously held equity interest is based on certain significant inputs not observable in the market, and thus represent Level 3 measurements. The major assumptions used in valuation consists of discount rate of 23%; and a terminal growth rate of 3%.

	Amounts

	RMB
Cash		310
Financing receivables, net of provision of RMB10,450		268,365
Other current assets		18,648
Amortizable intangible asset
Customer database		9,697		5.5
Goodwill		25,680
Funding debts		(310,428	)
Other current liabilities		(10,878	)
Deferred tax assets		2,424
Deferred tax liabilities		(2,424	)

Total		1,394



Total purchase price comprised of
—Cash consideration paid by parent company		1,000
—Fair value of previously held equity interests		394

Total		1,394

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(RMB in thousands, except for share data and per share data, or otherwise noted)

4. Acquisition of Shenzhen Minheng (Continued)

	For the year ended December 31,

	2016		2016
	RMB		US$
Pro forma total revenues		59,916		9,552
Pro forma net loss		233,212		37,179

5. Financing receivables, net

The financing receivables, net, as of December 31, 2017 and March 31, 2018, consists of the following:

	As of December 31,			As of March 31,

	2017			2018
	RMB			RMB
Short-term:
Short-term financing receivables		1,569,080			1,402,845
Allowance for credit losses		(62,901	)		(69,618	)

Short-term financing receivables, net		1,506,179			1,333,227



Long-term:
Long-term financing receivables		185,136			217,802
Allowance for credit losses		(6,509	)		(6,003	)

Long-term financing receivables, net		178,627			211,799

These balances represent short-term and long-term financing receivables with an original term generally up to two years and do not have collateral.

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(RMB in thousands, except for share data and per share data, or otherwise noted)

5. Financing receivables, net (Continued)

The following table summarizes the balances of financing receivables by due date as of December 31, 2017 and March 31, 2018 respectively.

	As of December 31,		As of March 31,

	2017		2018
	RMB		RMB
Due in months:
0 - 12		1,569,080		1,402,845
13 - 24		185,136		217,802

Total financing receivables		1,754,216		1,620,647

The movements of the allowance for credit losses for the three months ended March 31, 2017 and March 31, 2018 consist of the following:

	For the three months ended March 31,

	2017			2018
	RMB			RMB
Balance at beginning of the period		11,884			69,410
Additions		6,271			35,698
Charge-offs		(5,169	)		(29,487	)

Balance at end of the period		12,986			75,621

Aging analysis of past due financing receivables as of December 31, 2017 and March 31, 2018 are as below:

Financing receivables

As of December 31, 2017	34,102	11,346	9,372	—	54,820	1,699,396	1,754,216
As of March 31, 2018	32,621	23,679	18,088	—	74,388	1,546,259	1,620,647

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(RMB in thousands, except for share data and per share data, or otherwise noted)

6. Accrued interest receivable, net

Accrued interest receivable, net, as of December 31, 2017 and March 31, 2018, consists of the following:

	As of December 31,			As of March 31,

	2017			2018
	RMB			RMB
Accrued interest receivable		8,687			6,855
Allowance for doubtful accounts		(1,050	)		(1,260	)

Accrued interest receivable, net		7,637			5,595

The movements in the allowance for doubtful accounts for the three months ended March 31, 2017 and March 31, 2018 were as follows:

	For the three months ended March 31,			For the three months ended March 31,

	2017			2018
	RMB			RMB
Balance at beginning of the period		377			1,050
Additions		740			1,429
Write-offs		(706	)		(1,219	)

Balance at end of the period		411			1,260

7. Accounts receivable, net

Accounts receivable, net, as of December 31, 2017 and March 31, 2018, consists of the following:

	As of December 31,			As of March 31,

	2017			2018
	RMB			RMB
Receivables for technical service fees from borrowers		40,587			48,887
Receivables for marketplace service fees from asset management companies		1,236			1,569
Others		161			906

Total accounts receivable		41,984			51,362

Allowance for doubtful accounts		(5,428	)		(10,781	)

Accounts receivable, net		36,556			40,581

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7. Accounts receivable, net (Continued)

The movements in the allowance for doubtful accounts for the three months ended March 31, 2017 and 2018 were as follows:

	For the three months ended March 31,

	2017			2018
	RMB			RMB
Balance at beginning of the period		490			5,428
Additions		1,064			17,716
Write-offs		(822	)		(12,363	)

Balance at end of the period		732			10,781

8. Prepayments and other current assets

Prepayments and other current assets as of December 31, 2017 and March 31, 2018, consist of the following:

	As of December 31,		As of March 31,

	2017		2018
	RMB		RMB
Deposits with a Business Partner for point-of-sale installment loans		15,605		6,997
Professional fees capitalized for issuance of new shares upon the initial public offering		13,348		14,791
Tax refund receivables from Tax Bureau*		7,834		8,641
Prepaid input value-added tax		9,309		4,682
Deposits to financial partners and other vendors		8,603		12,326
Prepaid service fees		6,555		6,049
Receivables from third-party online payment platforms		5,802		31,332
Others		1,847		8,658

Total		68,903		93,476

*: For the year ended December 31, 2017, one of the Group's subsidiaries Sky City WOFE, prepaid enterprise income tax expense to local PRC tax bureau during the first nine months of 2017. However, Sky City WOFE incurred a tax loss and it was eventually assessed that it not subject to enterprise income tax for the year ended December 31, 2017. Hence, Sky City WOFE is entitled to receive tax refund from the tax bureau upon the completion of its 2017 annual tax filing.

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(RMB in thousands, except for share data and per share data, or otherwise noted)

9. Property, equipment and software, net

Property, equipment and software, net as of December 31, 2017 and March 31, 2018 consist of the following:

	As of December 31,			As of March 31,

	2017			2018
	RMB			RMB
Computer and electronic equipment		7,737			8,229
Software		3,008			3,094
Office furniture and equipment		1,234			1,131

Total		11,979			12,454

Less: Accumulated depreciation and amortization		(5,332	)		(5,971	)

Property, equipment and software, net		6,647			6,483

Depreciation and amortization expenses for the three months ended March 31, 2017 and 2018 was RMB316 and RMB639, respectively.

10. Long-term investments

Long-term investments consist of investments in privately held companies. The following table sets forth the changes in the Group's long-term investments for the period ended March 31, 2018 as the Group made the investment for the period ended December 31, 2017:

	Cost Method		Equity Method			Total

	RMB		RMB			RMB
Balance as of December 31, 2017		—		6,439			6,439

Income/(loss) from equity method investments		—		(220	)		(220	)
Less: Foreign currency translation adjustments		—		4			4

Balance as of March 31, 2018		—		6,223			6,223

Equity method investment

In October 2017, the Group invested in Pivot Fintech PTE. Ltd ("Pivot") to purchase ordinary shares, with a total consideration of RMB 8.8 million. The Group applies the equity method of accounting to account for its equity investments, in common stock or in-substance common stock, over which it has significant influence but does not own a majority equity interest or otherwise control. For the three months ended March 31, 2018, the Group recognized the Group's proportionate share of the equity investee's net loss into earnings after the date of investment, with the amount of RMB385,340. As of December 31,2017 and March 31, 2018, no impairment was recognized on the equity method investment.

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(RMB in thousands, except for share data and per share data, or otherwise noted)

11. Loan servicing rights

As of December 31, 2017 and March 31, 2018, the servicing assets and liabilities recorded were insignificant. The change in fair value of the servicing assets and liabilities was insignificant for the three months ended March 31, 2017 and 2018, respectively.

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(RMB in thousands, except for share data and per share data, or otherwise noted)

12. Fair value measurement

Recurring

The following table presents the fair value hierarchy for the Group's assets and liabilities that are measured and recorded at fair value on a recurring basis as of December 31, 2017 and March 31, 2018:

December 31, 2017	Level 1 Inputs		Level 2 Inputs		Level 3 Inputs		Balance at Fair Value

	RMB		RMB		RMB		RMB
Assets
Cash and cash equivalents		370,891		—		—		370,891

Restricted time deposits		—		5,000		—		5,000

Short-term investments		—		2,000		—		2,000

Total		370,891		7,000		—		377,891

March 31, 2018	Level 1 Inputs		Level 2 Inputs		Level 3 Inputs		Balance at Fair Value

	RMB		RMB		RMB		RMB
Assets
Cash and cash equivalents		280,945		—		—		280,945

Restricted time deposits		—		5,000		—		5,000

Short-term investments		—		2,000		—		2,000

Total		280,945		7,000		—		287,945

Restricted time deposits

The fair value of the Group's restricted time deposits is determined based on the prevailing interest rates for similar products in the market (Level 2).

Short-term investments

To estimate the fair value of investments in financial instruments with a variable interest rate indexed to the performance of underlying assets, the Company refers to the quoted rate of return provided by banks at the end of each period using the discounted cash flow method. The Company classifies the valuation techniques that use these inputs as Level 2 of fair value measurement. The financial instruments are issued by commercial banks in China with a variable interest rate indexed to the performance of underlying assets. Since the maturity dates of these financial instruments are within one year, the investments are classified as short-term investments. For the three months ended March 31, 2018, the Company recorded gains resulting from changes in the fair values of short-term investments in the line item "other income/ (loss), net" in the consolidated statements of comprehensive (loss)/income.

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(RMB in thousands, except for share data and per share data, or otherwise noted)

12. Fair value measurement (Continued)

Non-recurring

13. Intangible assets, net

Intangible assets, net, as of December 31, 2017 and March 31, 2018, consist of the following

	As of December 31,			As of March 31,

	2017			2018
	RMB			RMB
Customer database		9,697			9,697
Trademark		162			163
Less: Accumulated amortization		(2,647	)		(3,091	)

Intangible assets, net		7,212			6,769

Amortization expenses for the three months ended March 31, 2017 and 2018 was RMB441 and RMB444, respectively.

As of March 31, 2018, amortization expenses related to the intangible assets for future periods are estimated to be as follows:

	For the year ended December 31,

	2018		2019		2020		2021		2022		2022 and thereafter
	RMB		RMB		RMB		RMB		RMB		RMB
Amortization expenses		1,793		1,793		1,793		1,793		40		—

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(RMB in thousands, except for share data and per share data, or otherwise noted)

14. Funding debts

The following table summarized the Group's outstanding funding debts as of December 31, 2017 and March 31, 2018, respectively:

	As of December 31,		As of March 31,

	2017		2018
	RMB		RMB
Short-term:
Loan payables to individual investors via Jimu Box and other financial partners		1,016,113		350,130
Loan payables to individual lender		—		523,979
Loan payables to investors of consolidated trusts		204,771		370,674

Total short-term funding debts		1,220,884		1,244,783



Long-term:
Loan payables to individual investors via the peer to peer platform or other financial partners		31,769		7,543
Loan payables to investors of consolidated trusts		194,111		98,016
Loan payables to investors of asset-backed securitized debts		243,853		245,191

Total long-term funding debt		469,733		350,750

The following table summarizes the remaining contractual maturity dates of the Group's funding debts and associated interest payments.

	Remaining period of 2018		2019		2020 and thereafter		Total

	RMB		RMB		RMB		RMB
Loan payables to individual investors via the peer to peer platform or other financial partners		294,323		55,806		7,543		357,672
Loan payables to investors of assets-backed securitized debts		—		245,192		—		245,192
Loan payables to investors of consolidated trusts		265,614		203,076		—		468,690
Loan payables to an individual lender		523,979		—		—		523,979

Total funding debts		1,083,916		504,074		7,543		1,595,533



Interest payments		62,418		5,926		108		68,452

Total interest payments		62,418		5,926		108		68,452

For the three months ended March 31, 2017 and March 31, 2018, the terms of the funding debts borrowed by the Group from individual investors on Jimu Box and investors of certain consolidated trusts ranged from 30 days to 24 months, which were to substantially match with the terms of the corresponding financial receivables due from the borrowers to the Group. And the Group is required to repay the funding debts to the investors on a monthly basis over the term of the debts, where the payment term is substantially matched with the term of financing receivables. In addition, the terms of the funding debts derived from asset-backed securitized debts is 24 months, which are not matched with

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(RMB in thousands, except for share data and per share data, or otherwise noted)

14. Funding debts (Continued)

the terms of the corresponding financial receivables due from the borrowers to the Group. The funding debts had a weighted average interest rate of 7.32% and 12.52% for the three months ended March 31, 2017 and March 31, 2018, respectively.

The Group securitizes its financing receivables through the transfer of those assets to securitization vehicles which then issue debt securities to third-party investors. In June 2017, the Group, through its VIE, Shenzhen Minheng, created an asset-backed securities (the "ABS") which was issued and listed on the Shanghai Stock Exchange in June 2017. The ABS size was 245 million. Of the total commitment, 5 institutional funding partners purchased RMB180.0 million senior tranche securities A, bearing interest at 6%, representing 73.5% of total securities issued by the ABS Plan. Qunar purchased RMB 40.0 million senior tranche securities B, bearing interest at 7%, representing 16.3% of total securities. The Group purchased all subordinated tranche securities amounting to RMB25.0 million, representing 10.2% of the total securities issued. Interest payments began in June 2017 and payable monthly through May 2018. Beginning June 2018, monthly payments will consist of both principal and interest with a final maturity of June 2019. The Group has power to direct the activities that most significantly impact economic performance of the ABS by providing the loan servicing and default loan collection services. The Group also has the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE as the Group purchased all subordinated tranche securities. Accordingly, the Group is considered as the primary beneficiary of the ABS and has consolidated the ABS's assets, liabilities, results of operations, and cash flows in the Group's unaudited condensed consolidated financial statements.

As of March 31, 2018, the Group, through its VIEs, created several trusts which were administered by third-party trust companies, including Yunnan Trusts II, and Oriental Trusts. These trusts were set up with total assets ranging from RMB200 million to RMB 300 million. As of March 31, 2018, the loans held by these trusts are all personal installment loans made to individual borrowers with an original term up to 12 months, which are recognized as short-term funding debts on the unaudited condensed consolidated financial statements. The external investors purchased senior tranche securities, bearing the interest from 6.8% to 8.5%, representing a range of 85% to 96% of total securities issued by these trusts. The Group is obligated to purchase subordinated tranche securities, representing a range of 4% to 15% of total securities issued by these trusts. Under most of the trusts, the Group agreed to repurchase delinquent loans outstanding for more than 60 days during the trust term and to purchase any loans that are due but not been fully paid at the trust termination. Therefore, the Group is considered to hold a significant variable interest in these trusts. Moreover, the Group has power to direct the activities that most significantly impact economic performance of the trusts by providing the assets servicing, default loan collection services and deciding which borrower to issue loan to. The Group also has the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE, as in the most of trusts, the Group agreed to repurchase delinquent loans, purchase subordinated tranche securities and receive service fees from rendering service. Therefore, the trusts arrangement is considered as the variable interest entity under ASC 810, which was in turn consolidated by the Group.

As of March 31, 2018, the Group , through its VIE, created the trusts which were administered by third-party trust companies, including Yunnan Trusts I and Huarun Trust. The trusts were set up with total assets ranging from RMB100 million to RMB200 million. As of March 31, 2018, the loans held by

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(RMB in thousands, except for share data and per share data, or otherwise noted)

14. Funding debts (Continued)

the trust are all personal installment loans made to individual borrowers with an original term up to 24 months, which are recognized as long-term funding debts on the unaudited condensed consolidated financial statements. The external investors purchased senior tranche securities A, bearing interest from 7% to 8.2%, representing a range of 80% to 90% of total securities issued by these trusts. China Securities Credit Investment purchased senior tranche securities B, bearing interest at 8.5%, representing 10% of total securities issued by the trust. The Group also is obligated to purchase subordinated tranche securities, representing a range of 10% of securities. The Group agreed to repurchase delinquent loans outstanding for more than 60 days during the trust term and to purchase any loans that are due but not been fully paid at the trust termination. Therefore, the Group is considered to hold a significant variable interest in these trusts. Moreover, the Group has power to direct the activities that most significantly impact economic performance of the trusts by providing the assets servicing, default loan collection services and deciding which borrower to issue loan to. The Group also has the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE, as the Group agreed to repurchase delinquent loans, purchase subordinated tranche securities and receive service fees from rendering service. Therefore, the trusts arrangement is considered as the variable interest entity under ASC 810, which was in turn consolidated by the Group.

Accordingly, the Group is considered as the primary beneficiary of these trusts and has consolidated these trusts' assets, liabilities, results of operations, and cash flows in the Group's unaudited condensed consolidated financial statements. (See also note 2(j)).

15. Accrued expenses and other liabilities

Accrued expenses and other liabilities as of December 31, 2017 and March 31, 2018, consist of the following:

	As of December 31,		As of March 31,

	2017		2018
	RMB		RMB
Payable to Business Partners for point-of-sale installment loans		31,877		5,747
Payable to asset management companies for funds received from customers		22,107		8,843
Payables to individual investors on Jimu Box and financial partners for collecting principal and interests on behalf of borrowers		15,492		25,137
Payroll payable		22,243		10,670
Payable related to professional fees		14,057		11,270
Payable related to service fees and others		3,022		8,742
Payable related to rental fees		1,400		66
Deferred revenue		1,916		6,533
Others		75		77

Total		112,189		77,085

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(RMB in thousands, except for share data and per share data, or otherwise noted)

16. Convertible loans

In November 2017, the Group issued convertible loans up to the aggregated principal amount of US$36.0 million to the investors of the Group with a simple interest rate at 6% per annum, maturing on June 30, 2018. Pursuant to the convertible loan agreements, the holders of the convertible loan may convert the outstanding principal of the convertible loans into Series A convertible redeemable preferred shares if the completion of the subscription of the Series A convertible redeemable preferred shares or other certain events does occur before June 30, 2018. The conversion price is determined at the price per share at which Series A convertible redeemable preferred shares will be issued upon exercise of the conversion right. Accrued interests shall be waived if the investors elect to exercise any the conversion options. As of March 31, 2018, the convertible loans in the principal amount of RMB248,100 (US$39,553) were issued by the Group. The Group considers the conversion price adjustments are part of the conversion features that do not require bifurcation and the convertible loan is accounted for using the fair value option. The Group engaged an independent valuation firm to assist the management in its assessment of fair value of convertible loans, and the changes in fair value of convertible loans of RMB663 was recognized in the unaudited condensed consolidated financial statements for the three months ended March 31, 2018.

17. Taxation

Cayman Islands

British Virgin Islands

Under the current laws of the British Virgin Islands, entities incorporated in British Virgin Islands are not subject to tax on their income or capital gains.

Hong Kong

PRC

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(RMB in thousands, except for share data and per share data, or otherwise noted)

17. Taxation (Continued)

The EIT Law also provides that an enterprise established under the laws of a foreign country or region but whose "de facto management body" is located in the PRC be treated as a resident enterprise for PRC tax purposes and consequently be subject to the PRC income tax at the rate of 25% for its global income. The Implementing Rules of the EIT Law merely define the location of the "de facto management body" as "the place where the exercising, in substance, of the overall management and control of the production and business operation, personnel, accounting, property, of a non-PRC company is located." For the periods ended March 31, 2017 and 2018, the Group did not have operations outside of the PRC, thus would not be subject to this tax.

Withholding tax on undistributed dividends

The Group recorded current income tax expense of nil and RMB11,700 for the three months ended March 31, 2017 and March 31, 2018.

The following table sets forth reconciliation between the statutory EIT rate and the effective tax rates:

	For the three months ended March 31,

	2017			2018
Statutory income tax rate in PRC		25.00	%		25.00	%
Tax effect of non-deductible expenses		0.29	%		0.38	%
Changes in valuation allowance		–25.29	%		–69.86	%

Effective tax rate		0.00	%		–44.48	%

18. Share based compensation expenses

Share based compensation expenses for periods prior to the Reorganization relate to the share options or restricted shares granted by Jimu Parent to the employees of the Pintec Business. For the three months ended March 31, 2017 and 2018, total share based compensation expenses allocated from Jimu Parent were RMB7,708 and RMB8,919, respectively.

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PINTEC TECHNOLOGY HOLDINGS LIMITED

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(RMB in thousands, except for share data and per share data, or otherwise noted)

18. Share based compensation expenses (Continued)

Share options issued by Jimu Parent to employees of the Company

A summary of activities of the service-based share options granted to the employees of the predecessor operations of Pintec Business for the three months ended March 31, 2017 and 2018 are presented below:

			Weighted- Average Grant-Date Fair Value		Weighted Average Remaining Contractual Life		Aggregate Intrinsic Value

			US$		(In years)		(RMB in thousands)
Outstanding as of December 31, 2016	15,887,042			0.87		8.63		26,538
Granted	520,000			1.00		—		—
Exercised	—			—		—		—
Forfeited	(36,382	)		1.00		—		—

Outstanding as of March 31, 2017	16,370,660			0.87		8.44		29,518



Vested and expected to vest as of March 31, 2017	16,370,660			0.87		8.44		29,518
Exercisable as of March 31, 2017	6,517,310			0.75		8.44		4,358

			Weighted- Average Grant-Date Fair Value		Weighted Average Remaining Contractual Life		Aggregate Intrinsic Value

			US$		(In years)		(RMB in thousands)
December 31, 2017	16,202,892			0.87		7.75		27,998
Granted	—			—		—		—
Exercised	—			—		—		—
Forfeited	(136,843	)		1.00		—		—

March 31, 2018	16,066,049			0.87		7.56		26,943



Vested and expected to vest as of March 31, 2018	16,066,049			0.87		7.56		26,943
Exercisable as of March 31, 2018	10,023,139			0.80		7.56		9,937

There were 520,000 and nil options granted for the three months ended March 31, 2017 and 2018. The weighted average grant date fair value of options granted for the three months ended March 31, 2017 and 2018 was US$1.88 and nil per share, respectively.

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(RMB in thousands, except for share data and per share data, or otherwise noted)

18. Share based compensation expenses (Continued)

For the three months ended March 31, 2017 and 2018, share-based compensation expenses recognized associated with the service-based share options granted to employees of the predecessor operations of Pintec Business and allocated to the Company were RMB5,180 and RMB6,552.

As of December 31, 2017 and March 31, 2018, there was RMB52,961 and RMB41,619 of unrecognized share-based compensation expenses, adjusted estimated forfeitures, related to the share options granted. The expenses are expected to be recognized over a weighted-average period of 2.24 and 1.24 years, respectively, and may be adjusted for future change in estimated forfeitures.

The estimated fair value of each option grant is estimated on the date of grant using the Binominal option-pricing model with the following assumptions:

		For the three months ended March 31, 2017 and 2018

Expected volatility		34.6% ~ 40.2%
Risk-free interest rate (per annum)		2.02% ~ 3.02%
Exercise multiples		2.2 ~ 2.8
Expected dividend yield		0%
Expected term (in years)		10
Fair value of the underlying shares on the date of option grants (US$)		0.45 ~ 2.70

The use of a valuation model requires the Company to make certain assumptions of Jimu Parent with respect to selected model inputs. The expected volatility is calculated based on the annualized standard deviation of the daily return embedded in historical share prices of comparable companies. The risk free interest rate is estimated based on the yield to maturity of China treasury bonds based on the expected term of the incentive shares. Jimu Parent has not declared or paid any cash dividends on its capital stock, and does not anticipate any dividend payments on its ordinary shares in the foreseeable future. The estimated forfeiture rate is determined based on the fact that vested incentive shares would only be forfeited in the event of misconduct by the holders of the incentive shares.

Restriction of ordinary shares held by senior management

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(RMB in thousands, except for share data and per share data, or otherwise noted)

18. Share based compensation expenses (Continued)

As of March 31, 2017 and 2018, an aggregate of 6,666,065 and 3,272,334 of the restricted shares remained unvested, respectively. The activities of the total restricted ordinary shares for the three months ended March 31, 2017 and 2018 are summarized as below:



Unvested at January 1, 2017	7,522,601
Granted	—		—
Vested	(856,536	)

Unvested at March 31, 2017	6,666,065



Unvested at January 1, 2018	4,096,458
Grant	—		—
Vested	(824,124	)

Unvested at March 31, 2018	3,272,334

For the three months ended March 31, 2017 and 2018, share-based compensation expenses recognized associated with the restricted ordinary shares and allocated to the Company were RMB2,528 and RMB2,367, respectively. As of December 31, 2017 and March 31, 2018, unrecognized compensation cost, adjusted for estimated forfeitures and related to non-vested service-based restricted ordinary shares, was RMB12,833 and RMB6,370, respectively.

19. Convertible redeemable preferred shares

In conjunction with the Group's Reorganization discussed in Note 1, in March 2018, the Group completed to issue 2,500,000 Series Seed-A-1 Convertible Redeemable Preferred Shares ("Series Seed-A-1 Preferred Shares") at par value for an aggregate purchase price of RMB1.9 (US$0.3) and 17,678,568 Series Seed-A-2 Convertible Redeemable Preferred Shares ("Series Seed-A-2 Preferred Shares") at par value for an aggregate purchase price of RMB13.5 (US$2.2) (collectively, "Series Seed A Preferred Shares"). In March 2018, the Group also completed to issue 37,257,705 Series Seed-B Convertible Redeemable Preferred Shares ("Series Seed-B Preferred Shares") at par value for an aggregate purchase price of RMB28.7 (US$4.7) and 42,747,918 Series Seed-C Convertible Redeemable Preferred Shares ("Series Seed-C Preferred Shares") at par value for an aggregate purchase price of RMB32.5 (US$5.3). The Series Seed-A-1, A-2, B, and C Preferred Shares are collectively referred to as the "Preferred Shares". All series of Preferred Shares have the same par value of US$0.000125 per share. At the same time, the Group completed to issue 72,000,000 Ordinary Shares for cash consideration of RMB59.

The Group determined that the Series Seed-A-1, A-2, B, and C Preferred Shares should be classified as mezzanine equity upon their respective issuance since the Preferred Shares are contingently redeemable at any time after the earlier of (i) May 11, 2019 in the event that a qualified initial public offering ("QIPO") has not occurred and the Preferred Shares have not been converted; (ii) if there is any change of laws or policy with respect to the validity of Reorganization documents, (iii) the Group's receipt of the request from any holder of the Series Seed-A Preferred Shares or Series

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(RMB in thousands, except for share data and per share data, or otherwise noted)

19. Convertible redeemable preferred shares (Continued)

Seed-B Preferred Shares or Series Seed-C Preferred Shares to redeem any of the Series Seed-A Preferred Shares or Series Seed-B Preferred Shares or Series Seed-C Preferred Shares.

The major rights, preferences and privileges of the Preferred Shares are as follows:

Conversion rights

Each of the Preferred Shares is convertible, at the option of the holder, into the Company's ordinary shares at an initial conversion ratio of 1:1 at any time after the date of issuance of such Preferred Shares, subject to adjustments in the event of

(i) share splits, share combinations, share dividends or distribution, other dividends, recapitalizations and similar events, or (ii) issuance of ordinary shares (excluding certain events such as issuance of ordinary shares pursuant to a public offering) at a price per share less than the conversion price in effect on the date of or immediately prior to such issuance.

The Preferred Shares shall be automatically converted based on the conversion price, into Ordinary Shares upon the earlier of (i) the closing of a QIPO, or (ii) with respect to the Series Seed-A Shares, the vote or written consent of the holders of more than 50% of the then outstanding Series Seed-A Preferred Shares (voting together as a single class), with respect to the Series Seed-B Shares, the vote or written consent of the holders of more than 50% of the then outstanding Series Seed-B Preferred Shares (voting together as a single class), and with respect to the Series Seed-C Shares, the vote or written consent of the holders of more than 50% of the then outstanding Series Seed-C Preferred Shares (voting together as a single class).

Dividend rights

The holders of Preferred Shares are entitled to receive non-cumulative dividends prior and in preference to any declaration or payment of any dividend on Ordinary Shares carried at the rate of 8% of original issuance price per annum as and when declared by the board of directors.

After payment of such preferential dividends on Preferred Shares during any year, any further dividends or distribution distributed during such year shall be declared and paid ratably on the outstanding Preferred Shares (on an as-converted basis) and the ordinary shares.

No dividends on Preferred Shares and ordinary shares have been declared since the inception through March 31, 2018.

Liquidation preferences

In the event of any liquidation, dissolution or winding up of the Group, either voluntarily or involuntarily, the holders of Preferred Shares have preference over holders of ordinary shares with respect to payment of dividends and distribution of assets.

Upon liquidation, Series Seed-C Preferred Shares shall rank senior to Series Seed-B Preferred Shares, Series Seed-B Preferred Shares shall rank senior to Series Seed A Preferred Shares, and Series Seed A Preferred Shares shall rank senior to ordinary shares.

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(RMB in thousands, except for share data and per share data, or otherwise noted)

19. Convertible redeemable preferred shares (Continued)

The holders of Series Seed-C Preferred Shares shall be entitled to choose from receiving an amount equal to 100% of the Series Seed-C Preferred Share deemed issue price with respect to each Series Seed-C Preferred Share on an as-converted basis, plus all dividends declared and unpaid with respect thereon (as adjusted for any share splits, share dividends, combinations, recapitalizations and similar transactions) with respect to each Series Seed-C Preferred Share on an as-converted basis.

The holders of Series Seed-B Preferred Shares, shall be entitled to receive an amount equal to 100% of the Series Seed-B Preferred Share deemed issue price with respect to each Series Seed-B Preferred Share on an as-converted basis, plus all dividends declared and unpaid with respect thereon (as adjusted for any share splits, share dividends, combinations, recapitalizations and similar transactions) per share, then held by such holder.

The holders of Series Seed A Preferred Shares, shall be entitled to receive an amount equal to 100% of the Series Seed A Preferred Share deemed issue price with respect to each Series Seed A Preferred Share on an as-converted basis, plus all dividends declared and unpaid with respect thereon (as adjusted for any share splits, share dividends, combinations, recapitalizations and similar transactions) per share, then held by such holder.

After distribution or payment in full of the amount distributable or payable on the Series Seed-C Preferred Shares, Series Seed-B Preferred Shares, and Series Seed A Preferred Shares, the remaining assets of the Company available for distribution to members shall be distributed ratably among the holders of outstanding ordinary shares and the holders of outstanding Preferred Shares in proportion to the number of outstanding ordinary shares held by them (on an as-converted basis).

Voting rights

The holder of each ordinary share issued and outstanding has one vote for each ordinary share held and the holder of each Preferred Shares has the number of votes as equals to the number of ordinary shares then issuable upon their conversion into ordinary shares. The holders of the Preferred Shares shall vote together with the holders of ordinary shares on all matters submitted to a vote of the shareholders of the Company and not as a separate class.

Redemption rights

At any time after May 11, 2019 in the event that a qualified initial public offering ("QIPO") has not occurred and the Preferred Shares have not been converted, or for Series Seed A Preferred Shares, Series Seed-B Preferred Shares and Series Seed-C Preferred Shares, if requested by the holders of the respective series of Preferred Shares then outstanding, the Group shall redeem all or part of the respective outstanding Preferred Shares in that series. The redemption prices shall be the sum of (i) the Preferred Shares deemed issue price; (ii) all dividends declared and unpaid; and (iii) annual interest calculated at 8% per annum on the deemed issue price, compounded annually.

The Group accretes changes in the redemption value over the period from the date of original issuance of the Preferred Shares to their respective earliest redemption date using effective interest method. Changes in the redemption value are considered to be changes in accounting estimates. The accretion will be recorded against retained earnings, or in the absence of retained earnings, by charges

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(RMB in thousands, except for share data and per share data, or otherwise noted)

19. Convertible redeemable preferred shares (Continued)

against additional paid-in capital. Once additional paid-in capital has been exhausted, additional charges should be recorded by increasing the accumulated deficit.

Accounting of Preferred Shares

The Group records accretion on the Preferred Shares, where applicable, to the redemption value from the original issuance dates to the earliest redemption dates. The accretion of Preferred Shares was RMB11.6 million and RMB11.4million for the three months ended March 31, 2017 and 2018, respectively. The Preferred Shares are recorded initially at fair value, net of issuance costs.

The Group determined that the embedded conversion features and the redemption features do not require bifurcation as they either are clearly and closely related to the Preferred Shares or do not meet the definition of a derivative.

The Group has determined that there was no embedded beneficial conversion feature attributable to the Preferred Shares. In making this determination, the Group compared the initial effective conversion prices of the Preferred Shares and the fair values of the Group's ordinary shares determined by the Group at the issuance dates.

The Group's preferred shares activities for the three months ended March 31, 2018 are summarized below:

	Series Seed-A-1 Preferred Shares				Series Seed-A-2 Preferred Shares				Series Seed-B Preferred Shares				Series Seed-C Preferred Shares				Mezzanine Equity

	No. of shares		Amount in RMB		No. of shares		Amount in RMB		No. of shares		Amount in RMB		No. of shares		Amount in RMB		Total No. of shares		Total Amount
Balances as of December 31, 2017		—		—		—		—		—		—		—		—		—		—
Completion of reorganization		2,500,000		2,395		17,678,568		21,598		37,257,705		172,579		42,747,918		488,995		100,184,191		685,567
Preferred Shares redemption value accretion		—		42		—		377		—		2,984		—		8,012		—		11,415

Balances as of March 31, 2018		2,500,000		2,437		17,678,568		21,975		37,257,705		175,563		42,747,918		497,007		100,184,191		696,982

20. Net (loss)/income per share

Basic net (loss)/income per share is the amount of net (loss)/income available to each share of ordinary shares outstanding during the reporting period. Diluted net (loss)/income per share is the amount of net (loss)/income available to each share of ordinary shares outstanding during the reporting period adjusted period adjusted to include the effect of potentially dilutive ordinary shares. For the three months ended March 31, 2017 and 2018, options to purchase ordinary shares that were anti-dilutive and excluded from the calculation of diluted net (loss)/income per share were 1,613,241 and 809,589 shares on a weighted average basis. For the three months ended March 31, 2017 and 2018, the Series Seed-A-1 Preferred Shares, Series Seed-A-2 Preferred Shares, Series Seed-B Preferred Shares, Series Seed-C Preferred Shares, and convertible loans convertible into ordinary shares that

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(RMB in thousands, except for share data and per share data, or otherwise noted)

20. Net (loss)/income per share (Continued)

were anti-dilutive and excluded from the calculation of diluted net (loss)/income per share of the Company were nil shares and 1,097,909 shares on a weighted average basis, respectively.

The following table set forth the computation of basic and diluted net (loss)/income per share for the periods indicated:

	For the three months ended March 31,

Basis net (loss)/income per share calculation:	2017			2018
Numerator:
Net (loss)/Income		(35,534	)		14,605
Accretion on Series Seed-A-1 Preferred Shares redemption value		(42	)		(42	)
Accretion on Series Seed-A-2 Preferred Shares redemption value		(379	)		(377	)
Accretion on Series Seed-B Preferred Shares redemption value		(3,000	)		(2,984	)
Accretion on Series Seed-C Preferred Shares redemption value		(8,154	)		(8,012	)
Net (loss)/Income attributable to ordinary shareholders		(47,109	)		3,190
Denominator:
Weighted average ordinary shares outstanding-basic		89,392,873			91,225,552
Net (loss)/income per share attributable to ordinary shareholders-basic		(0.53	)		0.04
Diluted net (loss)/income per share calculation:
Numerator:
Net (loss)/Income attributable to ordinary shareholders-diluted		(47,109	)		3,190
Denominator:
Weighted average ordinary shares outstanding-basic		89,392,873			91,225,552
Ordinary shares issuable upon the exercise of outstanding stock option using the treasury stock method		—			—
Weighted average ordinary shares outstanding-Diluted		89,392,873			91,225,552
Net (loss)/income per share attributable to ordinary shareholders-diluted		(0.53	)		0.04

21. Related party transactions

The Group has historically relied on Jimu Group for most of the Group's funding. (See note 1(e)).

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PINTEC TECHNOLOGY HOLDINGS LIMITED

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(RMB in thousands, except for share data and per share data, or otherwise noted)

21. Related party transactions (Continued)

The table below sets forth the major related parties and their relationships with the Group as of December 31, 2017 and March 31, 2018:

Name of related parties		Relationship with the Group

Jimu Parent		the Group is under the control of the same group of shareholders
BBAE Holdings Limited		An entity which has one common director of the Board of Directors with the Company who can significantly influence both the entity and the Company
Beijing Liangduo Science and Technology Co. Ltd.		An entity which the Group holds 18% equity interests

(a): The Group entered into the following transactions with related parties:

	For the three months ended March 31,

Transactions	2017		2018
	RMB		RMB
(i) Transactions recorded in costs and expenses
—Cost and expenses allocated from Jimu Parent ⁽¹⁾		34,261		13,563
—Service fees to Jimu Parent for the peer-to-peer matching services for the funding debts		185		1,009
(ii) Financing transactions
—Cash advances from Jimu Parent		36,963		35,282
—Loan proceeds from Jimu Parent		—		—

(1): For the three months ended March 31, 2017, the allocated cost and expenses except for share based compensation expenses, with an amount of RMB26,553 would be settled with Jimu Parent. For the three months ended March 31, 2018, the allocated cost and expenses except for share based compensation expenses, with an amount of RMB4,644 would be settled with Jimu Parent.

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PINTEC TECHNOLOGY HOLDINGS LIMITED

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(RMB in thousands, except for share data and per share data, or otherwise noted)

21. Related party transactions (Continued)

(b): The Group had the following balances with the major related parties:

	As of December 31, 2017		As of March 31, 2018

	RMB		RMB
Due from Jimu Parent and its subsidiaries ⁽²⁾		228,548		194,668
BBAE Holdings Limited		478		478

Total		229,026		195,146



Due to Jimu Parent and its subsidiaries		385,035		203,929
BBAE Holdings Limited		527		552
Beijing Liangduo Science and Technology Co. Ltd.		927		2,731

Total		386,489		207,212

(2): This amount represents the cash proceeds from funding debts held by the peer-to-peer lending platform that had not yet been remitted to the Group.

(c): For 2016, all of the loans provided to borrowers are funded via peer-to-peer matching services provided by Jimu Parent and its subsidiaries.

22. Defined contribution plan

Full time employees of the Group in the PRC participate in a government mandated defined contribution plan, pursuant to which certain pension benefits, medical care, employee housing fund and other welfare benefits are provided to the employees. Chinese labor regulations require that the PRC subsidiaries, VIEs and VIEs' subsidiaries of the Group make contributions to the government for these benefits based on certain percentages of the employees' salaries, up to a maximum amount specified by the local government. The Group has no legal obligation for the benefits beyond the contributions made. The total amounts for such employee benefit expenses, which were expensed as incurred, were approximately RMB8,145 and RMB6,191 for the three months ended March 31, 2017 and 2018.

23. Commitments and contingencies

Operating lease commitment

The Group has entered into non-cancellable operating leases covering various facilities. Future minimum lease payments under these non-cancellable leases as follows:

	Payment due by schedule

	Remaining period of 2018		2019		2020 and thereafter		Total
Office rental		12,457		9,208		—		21,665
Bandwidth leasing		186		—		—		186

		12,643		9,208		—		21,851

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PINTEC TECHNOLOGY HOLDINGS LIMITED

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(RMB in thousands, except for share data and per share data, or otherwise noted)

23. Commitments and contingencies (Continued)

For the three months ended March 31 2017 and March 31, 2018, the Group incurred office rental expenses in the amounts of RMB3,444 and RMB4,494, respectively and incurred bandwidth leasing expenses in the amounts of RMB216 and RMB229 respectively.

Debt Obligation

The expected repayment amount of the debt obligations are as follows:

	Payment due by schedule

	Remaining period of 2018		2019		2020 and thereafter		Total
Funding Debts obligations
Loan payables to individual investors via Jimu Box and other financial partners		294,324		55,806		7,543		357,673
Loan payables to investors of assets-backed securitized debts		—		245,192		—		245,192
Loan payables to investors of consolidated trusts		265,614		203,076		—		468,690
Loan payables to an individual lender		523,979		—		—		523,979
Interest payments		62,418		5,926		108		68,452

Total Funding Debts obligations		1,146,335		510,000		7,651		1,663,986

Legal Proceedings

As of December 31, 2017 and March 31, 2018, the Group was not involved in any legal or administrative proceedings that may have a material adverse impact on the Group's business, financial position results of operations, or cash flows.

24. Unaudited Pro Forma Information

Pursuant to the Company's memorandum and articles of association, the Company's Preferred Shares and the convertible loans will be automatically converted into ordinary shares upon a qualified IPO. Unaudited pro forma shareholders' equity as of March 31, 2018, as adjusted for the reclassification of the related Preferred Shares from mezzanine equity to shareholders' equity and convertible loans from liabilities to shareholders' equity is shown in the unaudited pro forma consolidated balance sheet.

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PINTEC TECHNOLOGY HOLDINGS LIMITED

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(RMB in thousands, except for share data and per share data, or otherwise noted)

24. Unaudited Pro Forma Information (Continued)

Unaudited pro forma basic and diluted net income per ordinary share reflects the effect of the conversion of Preferred Shares and convertible loans as follows, as if the conversion occurred as of the beginning of the period or the original date of issuance, if later.

	For the three months ended March 31, 2018

	RMB
Basic pro forma net income per share calculation
Numerator:
Net income attributable to ordinary shares		3,190
Preferred Shares redemption value accretion reversed		11,415
Numerator for pro forma net income per share-basic		14,605
Denominator:
Weighted average number of ordinary shares used in calculating pro forma basic and diluted net income per share		217,060,422
Pro forma basic and diluted net income per share		0.07

25. Subsequent events

On May 18, 2018, the Company received Conversion Notice from the holders of the convertible loans issued in November 2017, to convert such loans into 25,650,679 Series A-1 Preferred Shares of the Company, at the conversion price of US$1.54 per share.

On May 18, 2018, the Company entered into Share Purchase Agreement with 11 investors to issue 38,829,699 Series A-2 Preferred Shares, for an aggregated cash consideration of US$ 64 million.

Subsequent to the reorganization completion in March 2018, all future share-based awards of the Company will be granted under the Company's own incentive plan (the "Pintec Plan") which permits the grant of options, restricted shares and restricted share units of the Company to employees, directors and other eligible persons of the Company and its affiliates. On May 31, 2018 the Group granted 16,397,500 and 2,405,000 stock options, to its employees and directors of the Company and employees of Jimu Parent, respectively under the Pintec Plan with an exercise price of US$0.000125.

On July 14, 2018, the Company entered into a loan agreement with Delight Treasure Holding Limited, which is one of shareholders of the Group, with a principal amount of US$10,000, an annual interest rate of 10.3%, and a term of one year.

On July 14, 2018, Shenzhen Minheng, as one of subsidiaries of the Group, entered into a seperate loan agreement with Xijin (Shanghai) Venture Capital Management Co., Ltd., which is one of subsidiaries of one shareholders of the Group. The loan has a principal amount of RMB70,000 (US$11,160), an annual interest rate of 10.3%, and a term of one year. The Company plans to use the proceeds of these loans, together with cash on hand, to repay the balance of the loan which the Company borrowed from the individual lender mentioned in note 2(1)(c).

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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. Our post-offering amended and restated memorandum and articles of association provide that each officer or director 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, other than by reason of such person's own dishonesty, willful default or fraud, in or about the conduct of our company's business or affairs (including as a result of any mistake of judgment) or in the execution or discharge of his duties, powers, authorities or discretions, including without prejudice to the generality of the foregoing, any costs, expenses, losses or liabilities incurred by such director or officer in defending (whether successfully or otherwise) any civil proceedings concerning our company or its affairs in any court whether in the Cayman Islands or elsewhere.

Pursuant to the form of indemnification agreement filed as Exhibit 10.2 to this Registration Statement, we will agree to indemnify our directors and senior officers against certain liabilities and expenses that they incur in connection with claims made by reason of their being a director or officer of our company.

The form of Underwriting Agreement to be 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 of 1933, as amended (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 SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

ITEM 7. RECENT SALES OF UNREGISTERED SECURITIES.

During the past three years, we have issued the following securities (including options to acquire our ordinary shares). We believe that each of the following issuances was exempt from registration under the Securities Act in reliance on Regulation D under the Securities Act or pursuant to Section 4(2) of the Securities Act regarding transactions not involving a public offering or in reliance on Regulation S under the Securities Act regarding sales by an issuer in offshore transactions.

Purchaser	Date of Issuance		Class of Securities	Consideration	Underwriting Discount and Commission

Wise Plus Limited	March 2, 2017	1	Ordinary Shares	US$0.000125	Not applicable
Wise Plus Limited	April 7, 2017	1	Ordinary Shares	US$0.000125	Not applicable
Wise Plus Limited	May 5, 2017	15,698,912	Ordinary Shares	US$1,962.36	Not applicable
Genius Hub Limited	May 5, 2017	23,722,804	Ordinary Shares	US$2,965.35	Not applicable
Rosy Range Global Limited	May 5, 2017	12,360,777	Ordinary Shares	US$1,545.10	Not applicable
Earnest Way International Limited	May 5, 2017	6,977,295	Ordinary Shares	US$872.16	Not applicable
CH Financial Holdings Ltd.	May 5, 2017	4,186,378	Ordinary Shares	US$523.30	Not applicable
Spring Fountain Holdings Limited	May 5, 2017	5,426,785	Ordinary Shares	US$678.35	Not applicable
Black Swan Investment Holdings Limited	May 5, 2017	1,000,000	Ordinary Shares	US$125.00	Not applicable
Up Sail Holdings Limited	May 5, 2017	400,000	Ordinary Shares	US$50.00	Not applicable
Diversity Ventures Limited	December 8, 2017	1,726,111	Ordinary Shares	US$215.76	Not applicable
Dreamland Ventures Limited	December 8, 2017	200,400	Ordinary Shares	US$25.05	Not applicable
China eCapital Investment Holdings, Ltd.	December 8, 2017	300,536	Ordinary Shares	US$37.57	Not applicable
		7,214	Series Seed-C Preferred Shares	US$0.90	Not applicable

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Purchaser	Date of Issuance		Class of Securities	Consideration	Underwriting Discount and Commission

Peak Capital Advisory Limited	December 8, 2017	2,500,000	Series Seed-A-1 Preferred Shares	US$312.50	Not applicable
Halvorson Ventures Limited	December 8, 2017	929,782	Series Seed-B Preferred Shares	US$116.22	Not applicable
		572,651	Series Seed-C Preferred Shares	US$71.58	Not applicable
Ventech China II SICAR	December 8, 2017	13,750,000	Series Seed-A-2 Preferred Shares	US$1,718.75	Not applicable
		3,165,886	Series Seed-B Preferred Shares	US$395.74	Not applicable
		763,535	Series Seed-C Preferred Shares	US$95.44	Not applicable
Zhong Capital Fund, L.P.	December 8, 2017	3,817,674	Series Seed-C Preferred Shares	US$715.81	Not applicable
Cheer Fortune Investment Limited	December 8, 2017	1,690,463	Series Seed-C Preferred Shares	US$211.31	Not applicable
Fuda Investment Inc.	December 8, 2017	218,371	Series Seed-C Preferred Shares	US$27.30	Not applicable
Moon Wan Sun Investments Company Limited	December 8, 2017	3,928,568	Series Seed-A-2 Preferred Shares	US$491.07	Not applicable
		904,538	Series Seed-B Preferred Shares	US$113.07	Not applicable
		1,450,715	Series Seed-C Preferred Shares	US$181.34	Not applicable
Xiaomi Ventures Limited	December 8, 2017	14,651,116	Series Seed-B Preferred Shares	US$1,831.39	Not applicable
		2,305,371	Series Seed-C Preferred Shares	US$288.17	Not applicable
Shunwei TMT III Limited	December 8, 2017	4,883,705	Series Seed-B Preferred Shares	US$610.46	Not applicable
		1,632,996	Series Seed-C Preferred Shares	US$204.12	Not applicable
Matrix Partners China III Hong Kong Limited	December 8, 2017	6,010,714	Series Seed-B Preferred Shares	US$751.34	Not applicable
		6,108,278	Series Seed-C Preferred Shares	US$763.53	Not applicable
Vertex Asia Fund Pte. Ltd.	December 8, 2017	4,207,500	Series Seed-B Preferred Shares	US$525.94	Not applicable
		763,534	Series Seed-C Preferred Shares	US$95.44	Not applicable
Magic Stone Hong Tao Alternative Fund, L.P.	December 8, 2017	2,003,571	Series Seed-B Preferred Shares	US$250.45	Not applicable
Magic Stone Alternative Private Equity Fund, L.P.	December 8, 2017	5,726,508	Series Seed-C Preferred Shares	US$715.81	Not applicable
Hillingdon Ventures Limited	December 8, 2017	500,893	Series Seed-B Preferred Shares	US$62.61	Not applicable
		167,486	Series Seed-C Preferred Shares	US$20.94	Not applicable
Sheen Profit Holdings Limited	December 8, 2017	38,177	Series Seed-C Preferred Shares	US$4.77	Not applicable
Investec Bank plc	December 8, 2017	10,689,488	Series Seed-C Preferred Shares	US$1,336.19	Not applicable
Delight Treasure Holdings Limited	December 8, 2017	2,366,957	Series Seed-C Preferred Shares	US$57.27	Not applicable
Prime Ever Group Limited	December 8, 2017	1,068,947	Series Seed-C Preferred Shares	US$133.62	Not applicable
Woo Foong Hong Limited	December 8, 2017	1,908,837	Series Seed-C Preferred Shares	US$238.60	Not applicable
Mandra iBase Limited	December 8, 2017	1,450,716	Series Seed-C Preferred Shares	US$181.34	Not applicable
Mandra iBase Limited		16,252,912	Series A-1 Preferred Shares	subscription price of convertible loans	Not applicable
Asembly Fintech Limited		4,550,815	Series A-1 Preferred Shares	subscription price of convertible loans	Not applicable
Shunwei TMT III Limited		1,300,233	Series A-1 Preferred Shares	subscription price of convertible loans	Not applicable

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Purchaser		Class of Securities	Consideration	Underwriting Discount and Commission

David Charles Desilets	1,300,233	Series A-1 Preferred Shares	subscription price of convertible loans	Not applicable
Asembly Fintech Limited	5,200,931	Series A-1 Preferred Shares	subscription price of convertible loans	Not applicable
Cheer Fortune Investment Limited	946,254	Series A-1 Preferred Shares	subscription price of convertible loans	Not applicable
Hillingdon Ventures Limited	650,116	Series A-1 Preferred Shares	subscription price of convertible loans	Not applicable
New Fortune Fund L.P.	18,201,422	Series A-2 Preferred Shares	$30,000,000	Not applicable
Genesis Ventures Limited	3,033,570	Series A-2 Preferred Shares	$5,000,000	Not applicable
True Radiant Limited	1,820,142	Series A-2 Preferred Shares	$3,000,000	Not applicable
Yang Zhizhong	1,213,428	Series A-2 Preferred Shares	$2,000,000	Not applicable
Delight Treasure Holdings Limited	2,548,199	Series A-2 Preferred Shares	$4,200,000	Not applicable
Asembly Fintech Limited	3,033,570	Series A-2 Preferred Shares	$5,000,000	Not applicable
Lucky P2P Limited	6,067,141	Series A-2 Preferred Shares	$10,000,000	Not applicable
Precise Noble Limited	910,071	Series A-2 Preferred Shares	$1,500,000	Not applicable
Sheen Profit Holdings Limited	182,014	Series A-2 Preferred Shares	$300,000	Not applicable
Mandra iBase Limited	910,071	Series A-2 Preferred Shares	$1,500,000	Not applicable
Woo Foong Hong Limited	910,071	Series A-2 Preferred Shares	$1,500,000	Not applicable

ITEM 8. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a): Exhibits

See Exhibit Index beginning on page II-5 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 the Consolidated 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 pursuant to 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.

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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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Pintec Technology Holdings Limited
EXHIBIT INDEX

		Description of Document

1.1	*	Form of Underwriting Agreement

3.1		Second Amended and Restated Memorandum and Articles of Association of the Registrant dated May 18, 2018, as currently in effect

3.2	*	Form of Third Amended and Restated Memorandum and Articles of Association of the Registrant, as effective upon the completion of this offering

4.1	*	Form of American Depositary Receipt (included in Exhibit 4.3)

4.2	*	Registrant's Specimen Certificate for ordinary shares

4.3	*	Deposit Agreement, dated as of , 2018, among the Registrant, the depositary and holders of the American Depositary Shares

4.4		Amended and Restated Shareholders Agreement, dated as of May 18, 2018, between the Registrant and the holders of the Registrant's ordinary and preferred shares

5.1	*	Opinion of Travers Thorp Alberga regarding the validity of the ordinary shares being registered

8.1	*	Opinion of Travers Thorp Alberga regarding certain Cayman Islands tax matters (included in Exhibit 5.1)

10.1		Share Incentive Plan

10.2		Form of Indemnification Agreement with the Registrant's directors and senior officers

10.3		Form of Employment Agreement between the Registrant and an executive officer of the Registrant

10.4		English translation of Exclusive Business Cooperation Agreement between Sky City (Beijing) Technology Co., Ltd. and Anquying (Tianjin) Business Information Consulting Co., Ltd. dated December 13, 2017

10.5		English translation of Exclusive Option Agreement among Sky City (Beijing) Technology Co., Ltd., Anquying (Tianjin) Business Information Consulting Co., Ltd. and shareholders of Anquying (Tianjin) Business Information Consulting Co., Ltd. dated December 13, 2017

10.6		English translation of Equity Pledge Agreement among Sky City (Beijing) Technology Co., Ltd., Anquying (Tianjin) Business Information Consulting Co., Ltd. and shareholders of Anquying (Tianjin) Business Information Consulting Co., Ltd. dated December 13, 2017

10.7		English translation of the Power of Attorney by the shareholders of Anquying (Tianjin) Business Information Consulting Co., Ltd. dated December 13, 2017

10.8		English translation of Exclusive Business Cooperation Agreement between Pintec (Beijing) Technology Co., Ltd. and Xuanji Intelligence (Beijing) Technology Co., Ltd. dated December 13, 2017

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		Description of Document

10.9		English translation of Exclusive Option Agreement among Pintec (Beijing) Technology Co., Ltd., Xuanji Intelligence (Beijing) Technology Co., Ltd. and shareholders of Xuanji Intelligence (Beijing) Technology Co., Ltd. dated December 13, 2017

10.10		English translation of Equity Pledge Agreement among Pintec (Beijing) Technology Co., Ltd., Xuanji Intelligence (Beijing) Technology Co., Ltd. and shareholders of Xuanji Intelligence (Beijing) Technology Co., Ltd., dated December 13, 2017

10.11		English translation of the Power of Attorney by the shareholders of Xuanji Intelligence (Beijing) Technology Co., Ltd., dated December 13, 2017

10.12		English translation of Exclusive Business Cooperation Agreement between Pintec (Beijing) Technology Co., Ltd. and Pintec Jinke (Beijing) Technology Information Co., Ltd.

10.13		English translation of Exclusive Option Agreement among Pintec (Beijing) Technology Co., Ltd., Pintec Jinke (Beijing) Technology Information Co., Ltd. and shareholders of Pintec Jinke (Beijing) Technology Information Co., Ltd.

10.14		English translation of Equity Pledge Agreement among Pintec (Beijing) Technology Co., Ltd., Pintec Jinke (Beijing) Technology Information Co., Ltd. and shareholders of Pintec Jinke (Beijing) Technology Information Co., Ltd.

10.15		English translation of the Power of Attorney by the shareholders of Pintec Jinke (Beijing) Technology Information Co., Ltd.

10.16		English translation of Exclusive Business Cooperation Agreement between Pintec (Beijing) Technology Co., Ltd. and Beijing Hongdian Fund Distributor Co., Ltd. dated December 13, 2017

10.17		English translation of Exclusive Option Agreement among Pintec (Beijing) Technology Co., Ltd., Beijing Hongdian Fund Distributor Co., Ltd. and shareholders of Beijing Hongdian Fund Distributor Co., Ltd. dated December 13, 2017

10.18		English translation of Equity Pledge Agreement among Pintec (Beijing) Technology Co., Ltd., Beijing Hongdian Fund Distributor Co., Ltd. and shareholders of Beijing Hongdian Fund Distributor Co., Ltd. dated December 13, 2017

10.19		English translation of the Power of Attorney by the shareholders of Beijing Hongdian Fund Distributor Co., Ltd. dated December 13, 2017

10.20	†	English translation of "Jiequhua" Business Cooperation Agreement by and among Tianjin Quna Internet Finance Information Technology Co., Ltd. and Anquying (Shanghai) Investment Consulting Co., Ltd. dated April 3, 2018

10.21	†	English translation of "Naquhua" Business Cooperation Agreement by and among Anquying (Shanghai) Investment Consulting Co., Ltd. and Xi'an Quxie Financial Services Co., Ltd. dated December 25, 2017

10.22	†	English translation of Supplemental Agreement (I) to Naquhua Business Cooperation Agreement by and among Anquying (Shanghai) Investment Consulting Co., Ltd. and Xi'an Quxie Financial Services Co., Ltd. dated February 2, 2018

10.23	†	English translation of Supplemental Agreement (III) to Naquhua Business Cooperation Agreement by and among Anquying (Shanghai) Investment Consulting Co., Ltd. and Xi'an Quxie Financial Services Co., Ltd. dated May 1, 2018

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		Description of Document

10.24		Lerong Cooperation Agreement by and among Anquying (Shanghai) Investment Consulting Co., Ltd. and Beijing Lerong Duoyuan Information Technology Co., Ltd. dated November 16, 2015

10.25		Master Transaction Agreement by and between Pintec Technology Holdings Limited and Pintec Holdings Limited, dated December 13, 2017

10.26		Restructuring Agreement by and among Pintec Holdings Limited and Shareholders

10.27		Cooperation Framework Agreement by and between Pintec Technology Holdings Limited and Pintec Holdings Limited, dated December 13, 2017

10.28		Non-Competition Agreement by and between Pintec Technology Holdings Limited and Pintec Holdings Limited, dated December 13, 2017

10.29		Intellectual Property License Agreement by and between Pintec Technology Holdings Limited and Pintec Holdings Limited, dated December 13, 2017

10.30		Loan agreement between Shenzhen Qianhai Minheng Commericial Factoring Co., Ltd. and Xuan Zhang dated as of January 22, 2018, and amended as of March 9, 2018

10.31		2018 Share Incentive Plan

10.32	*	Loan agreement between the Registrant and Delight Treasure Holdings Limited dated as of July 14, 2018

10.33	*	Loan agreement between Shenzhen Qianhai Minheng Commercial Factoring Co., Ltd. and Xijin (Shanghai) Venture Capital Management Co., Ltd. dated as of July 14, 2018

21.1		Principal subsidiaries of the Registrant

23.1		Consent of PricewaterhouseCoopers Zhong Tian LLP, Independent Registered Public Accounting Firm

23.2	*	Consent of Travers Thorp Alberga (included in Exhibit 5.1)

23.3		Consent of Beijing Shihui Law Firm (included in Exhibit 99.2)

23.4		Consent of Oliver Wyman Consulting (Shanghai) Limited

24.1		Powers of Attorney (included on signature page)

99.1		Code of Business Conduct and Ethics of the Registrant

99.2		Opinion of Beijing Shihui Law Firm regarding certain PRC law matters

*: To be filed by amendment.
†: Confidential treatment has been request for certain portions of this exhibit pursuant to Rule 406 under the Securities Act. In accordance with Rule 406, these confidential portions have been omitted and filed separately with the Commission.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Beijing, China, on July 16, 2018.

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POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Wei Wei and Steven Yuan Ning Sim as attorneys-in-fact with full power of substitution, for him or her in any and all capacities, to do any and all acts and all things and to execute any and all instruments which said attorney and agent may deem necessary or desirable to enable the registrant to comply with the Securities Act of 1933, as amended (the "Securities Act"), and any rules, regulations and requirements of the Securities and Exchange Commission thereunder, in connection with the registration under the Securities Act of ordinary shares of the registrant (the "Shares"), including, without limitation, the power and authority to sign the name of each of the undersigned in the capacities indicated below to the Registration Statement on Form F-1 (the "Registration Statement") to be filed with the Securities and Exchange Commission with respect to such Shares, to any and all amendments or supplements to such Registration Statement, whether such amendments or supplements are filed before or after the effective date of such Registration Statement, to any related Registration Statement filed pursuant to Rule 462(b) under the Securities Act, and to any and all instruments or documents filed as part of or in connection with such Registration Statement or any and all amendments thereto, whether such amendments are filed before or after the effective date of such Registration Statement; and each of the undersigned hereby ratifies and confirms all that such attorney and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date


/s/ WEI WEI Name: Wei Wei	Chief Executive Officer and Director (principal executive officer)	July 16, 2018
/s/ STEVEN YUAN NING SIM Name: Steven Yuan Ning Sim	Chief Financial Officer (principal financial and accounting officer)	July 16, 2018
/s/ JUN DONG Name: Jun Dong	Director	July 16, 2018
/s/ JING ZHOU Name: Jing Zhou	Director	July 16, 2018
/s/ XIAOMEI PENG Name: Xiaomei Peng	Director	July 16, 2018
/s/ CHAO ZHOU Name: Chao Zhou	Director	July 16, 2018

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Signature	Title	Date


/s/ FENG HONG Name: Feng Hong	Director	July 16, 2018
/s/ JIACHENG LIU Name: Jiacheng Liu	Director	July 16, 2018

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SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

Pursuant to the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of Pintech Technology Holdings Limited, has signed this registration statement or amendment thereto in Newark, Delaware, United State of America on July 16, 2018.

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Exhibit 3.1

SECOND AMENDED AND RESTATED

MEMORANDUM

AND

ARTICLES OF ASSOCIATION

Pintec Technology Holdings Limited

Incorporated on the 2nd day of March, 2017

Adopted by Special Resolution dated May18, 201 8

INCORPORATED IN THE CAYMAN ISLANDS

THE COMPANIES LAW ( AS AMENDED)

Company Limited by Shares

SECOND AMENDED AND RESTATED

MEMORANDUM OF ASSOCIATION

Pintec Technology Holdings Limited

1. The name of the Company is Pintec Technology Holdings Limited.

2. The Registered Office of the Company shall be at the offices of Vistra (Cayman) Limited, P. O. Box 31119 Grand Pavilion, Hibiscus Way, 802 West Bay Road, Grand Cayman, KY1 - 1205 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.

(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.

4. Except as prohibited or limited by the Companies Law (2016 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$50,000.00 divided into 400,000,000 shares of a nominal or par value of US$0.000125 each, of which: (i) 235,335,431 are designated as ordinary shares of a nominal or par value of US$0.000125 each (the “ Ordinary Shares ”), (ii) 2,500,000 are designated as series seed-A-1 preferred shares of a nominal or par value of US$0.000125 each (the “ Series Seed-A-1 Preferred Shares ”); (iii) 17,678,568 are designated as series seed-A-2 preferred shares of a nominal or par value of US$0.000125 each (the “ Series Seed-A-2 Preferred Shares ”, collectively with the Series Seed-A-1 Shares, the “ Series Seed-A Preferred Shares ”); (iv) 37,257,705 are designated as series seed-B preferred shares of a nominal or par value of US$0.000125 each (the “ Series Seed-B Preferred Shares ”); (v) 42,747,918 are designated as series seed-C preferred shares of a nominal or par value of US$0.000125 each (the “ Series Seed-C Preferred Shares ”); (vi) 25,650,679 are designated as series A-1 preferred shares of a nominal or par value of US$0.000125 each (the “ Series A-1 Preferred Shares ”); and (vii) 38,829,699 are designated as series A-2 preferred shares of a nominal or par value of US$0.000125 each (the “ Series A-2 Preferred Shares ”, collectively with the Series A-1 Shares, the “ Series A Preferred Shares ”, and collectively with the Series Seed-A-1 Preferred Shares, the Series Seed-A-2 Preferred Shares, the Series Seed-B Preferred Shares, the Series Seed-C Preferred Shares the “ Preferred Shares ”), 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 (2016 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 (2016 Revision) and, subject to the provisions of the Companies Law (2016 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.

THE COMPANIES LAW ( AS AMENDED)

Company Limited by Shares

SECOND AMENDED AND RESTATED ARTICLES OF ASSOCIATION

Pintec Technology 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,

	“Additional Ordinary Shares”	means all Ordinary Shares issued by the Company; provided that the term “Additional Ordinary Shares” does not include (i) Ordinary Shares issued upon conversion of Preferred Shares; (ii) Employee Securities; (iii) any securities issued in connection with any share split, share dividend or other similar event in which all shareholders are entitled to participate on a pro rata basis; (iv) any securities issued pursuant to a Qualified IPO; (v) any securities issued pursuant to the bona fide acquisition of another corporation or entity by the Company by consolidation, merger, purchase of assets, or other reorganization in which the Company acquires, in a single transaction or series of related transactions, all or substantially all assets of such other corporation or entity, or fifty percent (50%) or more of the equity ownership or voting power of such other corporation or entity, which acquisition shall be as approved by the Board (which shall include the consent of a simple majority of Preferred Directors); and (vi) any securities issued upon the exercise, conversion or exchange of any outstanding securities if such outstanding securities constituted an Additional Ordinary Shares.

	“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.

	“Applicable Conversion Price”	has the meaning specified in Section 4(d) of Schedule A hereto.

	“Board of Directors” or “Board”	means the board of directors of the Company.

		“BVI Subsidiaries”		means Sky City Holdings Limited and Next Hop Holdings Limited.

		“Company”		means Pintec Technology Holdings Limited.

		“Directors”		means the a member of the Board of Directors.

		“Effective Conversion Price”		With respect to any Ordinary Share Equivalents at a given time, an amount equal to the quotient of (i) the sum of any consideration received by the Company with respect to the issuance of such Ordinary Share Equivalents and the lowest aggregate consideration receivable by the Company, if any, upon the exercise, exchange or conversion of the Ordinary Share Equivalents over (ii) the number of Ordinary Shares issuable upon the exercise, conversion or exchange of the Ordinary Share Equivalents.

		“Employee Securities”		any Ordinary Shares (and/or options or warrants therefor) issued to employees, officers, directors, contractors, advisors or consultants of the Company pursuant to the Company’s employee share option plans (the “ESOP”) that shall be approved by the Board with the total number of 45,270,697 Ordinary Shares reserved thereunder (“ESOP Shares”), or pursuant to any amendment to the ESOP as approved by the Board (which shall include the consent of a simple majority of Preferred Directors).

		“Founders”		means (i) Dong Jun, a PRC citizen with ID number 530103197701042116, (ii) Wei Wei, a PRC citizen with ID number 130202197312090637, (iii) Peng Xiaomei, a PRC citizen with ID number 110101197201143040, (iv) Li Yuyang, a PRC citizen with ID number 110104197708022511, (v) Freeman JR Richard Barry, a US citizen with Passport number 565704880, (vi) Dong Hao, a PRC citizen with ID number 630104198611210010, (vii) Hu Wei, a PRC citizen with ID number 341002198206130213; and (viii) Zhou Jing, a US citizen with Passport number P467049605.

		“Group Company”		means each of the Company, the BVI Subsidiaries, the HK Companies, the PRC Subsidiaries and the PRC Affiliates and Anquyun (Tianjin) Information Technology Co., Ltd. (安趣云（天津）信息技术有限公司).

		“HK Companies”		means Sky City Hong Kong Limited and Next Hop Hong Kong Limited.

		“Investec”		Investec Bank plc.

		“Member”		shall bear the meaning as ascribed to it in the Statute.

		“Memorandum”		means the Second Amended and Restated Memorandum of Association of the Company.

		“Ordinary Director”		has the meaning specified in Article 67.

		“Ordinary Shares”		means the Company’s Ordinary Shares with a par value of US$0.000125 per share, together with the other rights attaching thereto under the Memorandum and these Articles.

		“Ordinary Share Equivalents”		means warrants, options and rights exercisable for Ordinary Shares or Securities convertible into or exchangeable for Ordinary Shares, including, without limitation, the Preferred Shares.

		“Ordinary Shares Majority”		the holders of at least fifty percent (50%) of the voting power of the issued and outstanding Ordinary Shares.

		“PRC”		means the People’s Republic of China, but solely for the purposes of the Memorandum and these Articles, excluding the Hong Kong Special Administrative Region (“Hong Kong”), the Macau Special Administrative Region and Taiwan.

		“PRC Affiliates”		means Anquying (Tianjin) Business Information Consulting Co., Ltd. (安趣盈（天津）商务信息咨询有限公司), Anquying (Shanghai) Investment Consulting Co., Ltd. (安趣盈（上海）投资咨询有限公司), Anquying (Ganzhou) Technology Co., Ltd. (安趣盈（赣州）科技有限公司), Shenzhen Qianhai Minheng Commercial Factoring Co., Ltd. (深圳前海敏恒商业保理有限公司), Beijing Hongdian Fund Distributor Co., Ltd. (北京虹点基金销售有限公司), Xuanji Intelligence (Beijing) Technology Co., Ltd. (璇玑智能（北京）科技有限公司), Myfin Insurance Broker Co., Ltd. (麦芬保险经纪有限公司), Pintec Jinke (Beijing) Information Technology Co., Ltd. (品钛金科(北京)信息科技有限公司), Tianjin Xiangmu Asset Management Co., Ltd. (天津橡木资产管理有限公司).

		“PRC Subsidiaries”		means Sky City (Beijing) Technology Co., Ltd. (思凯思特（北京）科技有限公司) and Pintec (Beijing) Technology Co., Ltd. (品钛（北京）科技有限公司).

		“Preferred Share Issue Price”		means, (i) with respect to Series Seed-A-1 Preferred Shares, Preferred Share Issue Price means the Series Seed-A-1 Preferred Share Deemed Issue Price, (ii) with respect to Series Seed-A-2 Preferred Shares, Preferred Share Issue Price means the Series Seed-A-2 Preferred Share Deemed Issue Price, (iii) with respect to Series Seed-B Preferred Shares, Preferred Share Issue Price means the Series Seed-B Preferred Share Deemed Issue Price, (iv) with respect to Series Seed-C Preferred Shares, Preferred Share Issue Price means the Series Seed-C Preferred Share Deemed Issue Price, (v) with respect to Series A-1 Preferred Shares, Preferred Share Issue Price means the Series A-1 Preferred Share Issue Price, and (vi) with respect to Series A-2 Preferred Shares, Preferred Share Issue Price means the Series A-2 Preferred Share Issue Price.

“Qualified IPO”

shall mean a firm commitment underwritten public offering of the shares of the Company in the United States, that has been registered under the United States Securities Act of 1933, as amended from time to time, including any successor statutes, Hong Kong or the PRC, with the gross proceeds to the Company of no less than US$100,000,000 and an implied valuation of the Company immediately after such offering of at least US$800,000,000, or any other public offering as approved in accordance with the Shareholders Agreement.

		“registered office”		means the registered office for the time being of the Company.

		“Restricted Share Agreement”		means that certain Restricted Share Agreement entered into by and among the Company, the holders of Preferred Shares, the Founders and other parties thereto as of May 18, 2018.

		“Series A Director”		has the meaning specified in Article 67 of the Articles.

		“Series A Preferred Majority”		the holders of at least fifty percent (50%) of the voting power of the issued and outstanding Series A Preferred Shares, on an as-converted basis and voting together as a single class.

		“Series A-1 Preference Amount”		has the meaning specified in Section 2 of the Schedule A hereto.

		“Series A-1 Preferred Share Issue Price”		means US$$1.53819, as adjusted for share dividends, splits, combinations, recapitalizations or similar events and are otherwise provided herein.

		“Series A-2 Preference Amount”		has the meaning specified in Section 2 of the Schedule A hereto.

		“Series A-2 Preferred Share Issue Price”		means US$$1.64822, as adjusted for share dividends, splits, combinations, recapitalizations or similar events and are otherwise provided herein.

		“Series A Preferred Shares”		means the Company’s series A convertible preferred Shares with a par value of US$0.000125 per share, together with the other rights attaching thereto under the Memorandum and these Articles, including the Series A-1 Preferred Shares and the Series A-2 Preferred Shares.

		“Series A-1 Preferred Shares”		means the Company’s series A-1 convertible preferred Shares with a par value of US$0.000125 per share, together with the other rights attaching thereto under the Memorandum and these Articles.

		“Series A-2 Preferred Shares”		means the Company’s series A-2 convertible preferred Shares with a par value of US$0.000125 per share, together with the other rights attaching thereto under the Memorandum and these Articles.

		“Series Seed-A Preference Amount”		has the meaning specified in Section 2 of the Schedule A hereto.

		“Series Seed-A Preferred Share Deemed Issue Price”		means (i) with respect to Series Seed-A-1 Preferred Shares, Series Seed-A Preferred Share Deemed Issue Price means the Series Seed-A-1 Preferred Share Deemed Issue Price, (ii) with respect to Series Seed-A-2 Preferred Shares, Series Seed-A Preferred Share Deemed Issue Price means the Series Seed-A-2 Preferred Share Deemed Issue Price.

		“Series Seed-A Preferred Shares”		means the Company’s series seed-A convertible preferred Shares with a par value of US$0.000125 per share, together with the other rights attaching thereto under the Memorandum and these Articles, including the Series Seed-A-1 Preferred Shares and the Series Seed-A-2 Preferred Shares.

		“Series Seed-A-1 Preferred Shares”		means the Company’s series seed-A-1 convertible preferred Shares with a par value of US$0.000125 per share, together with the other rights attaching thereto under the Memorandum and these Articles.

		“Series Seed-A-2 Preferred Shares”		means the Company’s series seed-A-2 convertible preferred Shares with a par value of US$0.000125 per share, together with the other rights attaching thereto under the Memorandum and these Articles.

		“Series Seed-A-1 Preferred Share Deemed Issue Price”		means US$0.120, as adjusted for share dividends, splits, combinations, recapitalizations or similar events and are otherwise provided herein.

		“Series Seed-A-2 Preferred Share Deemed Issue Price”		means US$0.153, as adjusted for share dividends, splits, combinations, recapitalizations or similar events and are otherwise provided herein.

		“Series Seed-A-2 Director”		has the meaning specified in Article 67 of the Articles.

		“Series Seed-B Director”		has the meaning specified in Article 67 of the Articles.

		“Series Seed-B Preference Amount”		has the meaning specified in Section 2 of the Schedule A hereto.

		“Series Seed-B Preferred Share Deemed Issue Price”		means US$0.599, as adjusted for share dividends, splits, combinations, recapitalizations or similar events and are otherwise provided herein.

		“Series Seed-B Preferred Shares”		means the Company’s series seed-B convertible preferred Shares with a par value of US$0.000125 per share, together with the other rights attaching thereto under the Memorandum and these Articles.

		“Series Seed-C Preference Amount”		has the meaning specified in Section 2 of the Schedule A hereto.

		“Series Seed-C Preferred Share Deemed Issue Price”		means US$1.572, as adjusted for share dividends, splits, combinations, recapitalizations or similar events and are otherwise provided herein.

		“Series Seed-C Preferred Shares”		means the Company’s series seed-C convertible preferred Shares with a par value of US$$0.000125 per share, together with the other rights attaching thereto under the Memorandum and these Articles.

		“Series Seed Preferred Majority”		the holders of at least fifty percent (50%) of the voting power of the issued and outstanding Series Seed-A Preferred Shares, Series Seed-B Preferred Shares and Series Seed-C Preferred Shares, on an as-converted basis and voting together as a single class.

		“Sina”		New Fortune Fund L.P..

		“Schedule A”		means Schedule A to these Articles.

		“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.

		“Shareholders Agreement”		means that certain Shareholders Agreement entered into by and among the Company, the holders of Preferred Shares, the Founders and other parties thereto as of May 18, 2018.

		“Share Purchase Agreement”		means a Series A-2 Share Purchase Agreement entered into by and among the Company, the holders of Series A-2 Preferred Shares, the Founders and other parties thereto as of May 18, 2018.

		“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.

		“Ventech China”		Ventech China II SICAR

		“written” and “in writing”		include all modes of representing or reproducing words in visible form.

		“Xiaomi Ventures”		Xiaomi Ventures Limited.

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 authorize certificates to be issued with the seal and authorized 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.

ISSUE OF SHARES

6. Subject to the provisions, if any, including but not limited to Schedule A, 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 lodgment 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. Subject to any agreements binding on the Company, including the Shareholders Agreement and the Restricted Share Agreement, shares are transferable, and the Company will only register transfers of shares that are made in accordance with such agreements (if any) and will not register transfers of shares that are not made in accordance with such agreements (if any). 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 in the event that such transfer breaches any provisions of the Statute, these Articles (including without limitation Schedule A), or the Shareholders Agreement. 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 in accordance with Article 9.

REDEEMABLE SHARES

11. (a) Subject to the provisions of the Statute, these Articles (including without limitation Schedule A), the Shareholders Agreement and any other agreements binding on the Company, the Company may issue shares that are to be redeemed or are liable to be redeemed at the option of the Members or the Company. The redemption of such Shares shall be effected in such manner as the Company may determine before the issue of the Shares or as set forth in the Articles.

(b) Subject to the provisions of the Statute, these Articles (including without limitation Schedule A), the Shareholders Agreement and any other agreements binding on the Company, the Company may purchase its own shares (including fractions of a share), including any redeemable shares, provided that the manner of purchase has first been authorized by the Company in general meeting and may make payment therefor in any manner authorized by the Statute (unless the redemption is in respect of the Preferred Shares in accordance with Schedule A to these Articles), 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 Shareholders Agreement and the other 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 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. Subject to the provisions of these Articles (including without limitation Schedule A), the Shareholders Agreement and any other agreements binding on the Company, 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 majority of the issued shares of that class.

15. Subject to the provisions of the Memorandum of Association (including without limitation Schedule A) and any agreements binding on the Company, 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. Subject to the provisions of these Articles (including without limitation Schedule A), the Shareholders Agreement and any other agreements binding on the Company, 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 lodgment 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.

NON-RECOGNITION OF TRUSTS

17. No person shall be recognized by the Company as holding any share upon any trust and the Company shall not be bound by or be compelled in any way to recognize (even when having notice thereof) any equitable, contingent, future, or partial interest in any share, or any interest in any fractional part of a share, or (except only as is otherwise provided by these Articles or the Statute) any other rights in respect of any share except an absolute right to the entirety thereof in the registered holder.

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 authorize 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 authorizing such call was passed.

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.

(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 recognized by the Company as having any title to his interest in the shares, but nothing herein contained shall release the estate of any such deceased holder from any liability in respect of any shares which had been held by him solely or jointly with other persons.

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.

(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 provisions of these Articles (including without limitation Schedule A), the Shareholders Agreement and any other agreements binding on the Company, the Company may from time to time by Special Resolution alter or amend its Memorandum of Association and may, without restricting the generality of the foregoing, by Special Resolution:

(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 provisions of these Articles (including without limitation Schedule A), the Shareholders Agreement and any other agreements binding on the Company, 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.

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) 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 such place and time as the Directors shall appoint with notices properly given pursuant to Article 41.

(b) At these meetings the report of the Directors (if any) shall be presented.

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.

(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 at least seven days’ notice shall be given of 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. Without prejudice to the veto rights as provided in Section 5 of Schedule A, 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. The holders of not less than fifty percent (50%) of the votes of the shares entitled to vote on resolutions of shareholders including not less than (i) fifty one percent (51%) of the votes of the Series Seed-A Preferred Shares, Series Seed-B Preferred Shares, and Series Seed-C Preferred Shares, and (ii) fifty one percent (51%) of the votes of the Series A Preferred Shares, present in person or by proxy or if a company or other non-natural person by its duly authorized representative shall be a quorum provided always that (a) if the Company has one Member of record the quorum shall be that one Member present in person or by proxy or (b) if the purpose of such meeting is to appoint or remove Directors of the Company the quorum shall include the Members present in person or by proxy as specified in Article 86.

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 authorized 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 on the condition that the meeting notices have been duly served to all shareholders of the Company.

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, provided that the veto rights enjoyed by the Preferred Directors pursuant to the Shareholders Agreement shall not be adversely affected.

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.

VOTES OF MEMBERS

55. Subject to any rights or restrictions for the time being attached to any class or classes of shares (including but not limited to those stipulated in Schedule A), on a show of hands every Member of record present in person or by proxy at a general meeting shall have one vote for each share registered in his name in the register of Members, 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 authorized in writing, or, if the appointor is a corporation under the hand of an officer or attorney duly authorized in that behalf. A proxy need not be a Member of the Company.

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.

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 authorize such person as it thinks fit to act as its representative at any meeting of the Company or of any class of Members of the Company, and the person so authorized shall be entitled to exercise the same powers on behalf of the corporation which he represents as the corporation could exercise if it were an individual Member of record of the Company.

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 seven (7) 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 with the consent required pursuant to Schedule A.

The directors shall be elected by holders of the majority of the shares, provided that:

(A) one (1) nominee designated by Ventech China II SICAR (“ Ventech China ”) , for so long as Ventech China holds no less than five percent (5%) of the total issued and outstanding share capital of the Company (calculated on a fully-diluted and as-converted basis) (the “ Series Seed-A-2 Directo r ”);

(B) one (1) nominee designated by Xiaomi Ventures, for so long as Xiaomi Ventures continues to hold no less than five percent (5%) of the total issued and outstanding share capital of the Company (calculated on a fully-diluted and as-converted basis) (the “ Series Seed-B Directo r ”);

( C) one (1) nominee designated by Sina, for so long as Sina continues to hold no less than five percent (5%) of the total issued and outstanding share capital of the Company (calculated on a fully-diluted and as-converted basis) (the “ Series A Director ”, together with the Series Seed A-2 Director and the Series Seed-B Director, the “ Preferred Directors ”); and

( D) four (4) nominees designated by the Founder Holdcos (as defined in the Shareholders Agreement) holding at least fifty percent (50%) of the voting power of the issued and outstanding Ordinary Shares held by all the Founder Holdcos (the “ Ordinary Director s ”).

68. 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 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. Subject to the provisions under the Shareholders Agreement and the other provisions of these Articles (including but not limited to Schedule A), the Directors may by resolution award special remuneration to any Director of the Company undertaking any special work or services for, or undertaking any special mission on behalf of, the Company other than his ordinary routine work as a Director.

70. Subject to the provisions under the Shareholders Agreement and the other provisions of these Articles (including but not limited to Schedule A), 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. Subject to the provisions under the Shareholders Agreement and the other provisions of these Articles (including but not limited to Schedule A), 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.

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. Subject to the Shareholders Agreement and the other provisions of these Articles (including without limitation Schedule A) , 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. Subject to the Shareholders Agreement and the other provisions of these Articles (including without limitation Schedule A) , 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 realized 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 that the nature of the interest of any Director or alternate Director in any such contract or transaction shall be fully disclosed by him or the alternate Director appointed by him at or prior to its consideration and any vote thereon, and provided further that, if an Ordinary Director (or his/her alternate in his/her absence) is interested in a transaction with the Company (including any repurchase of Shares by the Company from any Founder Holdcos) (other than transactions with Jimu Holdings Limited or any of its affiliates occurred in the ordinary course of business of the Group Companies and on an arm’s length basis), he/she shall be disqualified from or abstain from voting in respect of such transaction if any Preferred Director so requires.

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, provided that such transaction is subject to the approval as required in the Shareholders Agreement and the other provisions of these Articles (including without limitation Schedule A) .

ALTERNATE DIRECTORS

76. Subject to Article 67 and the exception contained in Article 74, 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, 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, and provided further that, for the avoidance of doubt and without limiting the generality of the foregoing, the Directors shall undertake none of those acts described in Section 5 of Schedule A without the prior approval therein required.

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 authorize 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. Subject to the other provisions of these Articles (including but not limited to Schedule A), the Directors on behalf of the Company may pay a gratuity or pension or allowance on retirement to any Director who has held any other salaried office or place of profit with the Company or to his widow or dependants and may make contributions to any fund and pay premiums for the purchase or provision of any such gratuity, pension or allowance.

82. Subject to the other provisions of these Articles (including but not limited to Schedule A) the Directors may exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking, property and uncalled capital or any part thereof and to issue debentures, 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. Subject to these Articles (including but not limited to Schedule A):

(a) The Directors may from time to time provide for the management of the affairs of the Company in such manner as they shall think fit and the provisions contained in the three next following paragraphs shall be without prejudice to the general powers conferred by this paragraph.

(b) The Directors from time to time and at any time may establish any committees, local boards or agencies for managing any of the affairs of the Company and may appoint any persons to be members of such committees or local boards or any managers or agents and may fix their remuneration.

(c) The Directors from time to time and at any time may delegate to any such committee, local board, manager or agent any of the powers, authorities and discretions for the time being vested in the Directors and may authorize the members for the time being of any such local board, or any of them to fill up any vacancies therein and to act notwithstanding vacancies and any such appointment or delegation may be made on such terms and subject to such conditions as the Directors may think fit and the Directors may at any time remove any person so appointed and may annul or vary any such delegation, but no person dealing in good faith and without notice of any such annulment or variation shall be affected thereby.

(d) Any such delegates as aforesaid may be authorized by the Directors to sub-delegate all or any of the powers, authorities, and discretions for the time being vested in them.

PROCEEDINGS OF DIRECTORS

84. Except as otherwise provided by these Articles (including but not limited to Schedule A ), 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 (unless a higher vote is required pursuant to the Statute or these Articles, including but not limited to Schedule A ) 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.

85. 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 five 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 organization as the case may be. The provisions of Article 42 shall apply mutatis mutandis with respect to notices of meetings of Directors.

86. Without prejudice to the veto rights as provided in Section 5 of Schedule A, the quorum necessary for the transaction of the business of the Directors is three (3) Directors, including at least a simple majority of Preferred Directors and one (1) Ordinary Director. For the purposes of this Article a proxy appointed by a Director shall only be counted in a quorum at a meeting at which the Director appointing him is not present; provided always that if there shall at any time be only a sole Director the quorum shall be one (1).

87. Subject to Article 86, 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.

88. 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.

89. Subject to these Articles (including but not limited to Schedule A), 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 and these Articles.

90. 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, provided that the veto rights enjoyed by the Preferred Directors pursuant to the Shareholders Agreement shall not be adversely affected.

91. 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.

92. 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.

93. (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

94. The office of a Director shall be vacated, and such vacated office may be filled only pursuant to Article 95 or Article 96, as applicable:

(a) if he gives notice in writing to the Company that he resigns the office of Director;

(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;

(d) if he is found a lunatic or becomes of unsound mind.

APPOINTMENT AND REMOVAL OF DIRECTORS

95. Subject to Article 67 and Article 96, the Company may by ordinary resolution appoint any person to be a Director and may in like manner remove any Director, with or without cause, and may in like manner appoint another person in his stead.

96. Each of the holders of Preferred Shares and the Ordinary Shares also agrees to vote all of his, her or its shares from time to time and at all times in whatever manner as shall be necessary to ensure that (i) no director elected pursuant to the Article 67 may be removed unless (a) with respect to the Ordinary Director, such removal is directed or approved by the Founders Holdcos holding at least fifty percent (50%) of the voting power of the issued and outstanding Ordinary Shares held by all the Founders Holdcos, (b) with respect to Series Seed-A-2 Director, such removal is directed or approved by Ventech China, for so long as Ventech China has the right to designate Series Seed-A-2 Director, (c) with respect to Series Seed-B Director, such removal is directed or approved by Xiaomi Ventures, for so long as Xiaomi Ventures has the right to designate Series Seed-B Director, or (d) with respect to Series A Director, such removal is directed or approved by Sina, for so long as Sina has the right to designate the Series A Director, (ii) notwithstanding anything to the contrary contained herein, the director designated by the person(s) or entity(ies) originally entitled to designate or approve such director or occupy such Board seat pursuant to the Article 67 but no longer so entitled shall be removed; and any vacancies created by the resignation, removal or death of a director elected pursuant to the Article 67 shall be filled pursuant to the provisions of the Article 67.

PRESUMPTION OF ASSENT

97. 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

98. (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 authorized 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 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 duly authorized officer or representative or attorney may without further authority of the Directors affix the Seal of the Company over his signature alone to any document of the Company required to be authenticated by him under Seal or to be filed with the Registrar of Companies in the Cayman Islands or elsewhere wheresoever.

(d) A document to be executed as a Deed shall be executed by a Director or other person duly authorized by the Directors for that purpose.

OFFICERS

99. The Company may have a President, a Secretary 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

100. Subject to the Statute and the other provisions of these Articles (including but not limited to Schedule A), the Directors may from time to time declare dividends (including interim dividends) and distributions on shares of the Company outstanding and authorize payment of the same out of the funds of the Company lawfully available therefore.

101. Subject to the Statute and the other provisions of these Articles (including but not limited to Schedule A), the Directors may, before declaring any dividends or distributions, set aside such sums as they think proper as a reserve or reserves which shall at the discretion of the Directors, be applicable for any purpose of the Company and pending such application may, at the like discretion, be employed in the business of the Company.

102. No dividend or distribution shall be payable except out of the profits of the Company, realized or unrealised, or out of the share premium account or as otherwise permitted by the Statute.

103. 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.

104. 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.

105. Subject to the Statute and the other provisions of these Articles (including but not limited to Schedule A), the Directors may declare that any dividend or distribution be paid wholly or partly by the distribution of specific assets and in particular of paid up shares, 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.

106. 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.

107. No dividend or distribution shall bear interest against the Company.

CAPITALISATION

108. The Company may, subject to these Articles (including but not limited to Schedule A), upon the recommendation of the Directors by ordinary resolution authorize the Directors to capitalize 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 capitalization, with full power to the Directors to make such provisions as they think fit for the case of shares becoming distributable in fractions (including provisions whereby the benefit of fractional entitlements accrue to the Company rather than to the Members concerned). Subject to these Articles (including but not limited to Schedule A), the Directors may authorize any person to enter on behalf of all of the Members interested into an agreement with the Company providing for such capitalization and matters incidental thereto and any agreement made under such authority shall be effective and binding on all concerned.

BOOKS OF ACCOUNT

109. 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;

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.

110. Subject to the provisions under the Shareholders Agreement, the Directors shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of the Company or any of them shall be open to the inspection of Members not being Directors and no Member (not being a Director) shall have any right of inspecting any account or book or document of the Company except as conferred by Statute or authorized by the Directors or by the Company.

111. 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

112. Subject to the provisions under the Shareholders Agreement, the Company may at any annual general meeting appoint an Auditor or Auditors of the Company in accordance with the Shareholders Agreement and Schedule A of these Articles who shall hold office until the next annual general meeting and may fix his or their remuneration.

113. Subject to these Articles (including but not limited to Schedule A of these Articles), 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.

114. 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.

115. 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

116. 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.

117. (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 organization and to have been effected on the day the same is sent as aforesaid.

118. 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.

119. 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.

120. Notice of every general meeting shall be given in any manner hereinbefore authorized to:

(a) every person shown as a Member in the register of Members as of the record date for such meeting except that in the case of joint holders the notice shall be sufficient if given to the joint holder first named in the register of Members.

(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

121. If the Company shall be wound up, the assets available for distribution amongst the Members shall be distributed in accordance with Section 2 of Schedule A. Subject to the Schedule A to these Articles, 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.

INDEMNITY

122. The Directors and officers for the time being of the Company and any trustee for the time being acting in relation to any of the affairs of the Company and their heirs, executors, administrators and personal representatives respectively shall be indemnified out of the assets of the Company from and against all actions, proceedings, costs, charges, losses, damages and expenses which they or any of them shall or may incur or sustain by reason of any act done or omitted in or about the execution of their duty in their respective offices or trusts, except such (if any) as they shall incur or sustain by or through their own willful neglect or 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 willful neglect or default of such Director, Officer or trustee.

FINANCIAL YEAR

123. 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.

AMENDMENTS OF ARTICLES

124. Subject to the Statute, the Shareholders Agreement and the other provisions of these Articles (including without limitation Schedule A) , the Company may at any time and from time to time by Special Resolution alter or amend these Articles in whole or in part, except that the Company may only amend these Articles to change the procedures regarding the appointment and removal of the Directors by unanimous resolutions.

TRANSFER BY WAY OF CONTINUATION

125. 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.

SCHEDULE A

The holders of Preferred Shares shall, in addition to any other rights conferred on them under the Memorandum and these Articles have the following rights, and to the extent of any of the terms and provisions of this Schedule A conflicts, or is not consistent, with any of the terms or provisions of the Memorandum or these Articles, this Schedule A shall control and prevail:

1. Dividends

Subject to the provisions of the Statute and th ese Articles (including but not limited to the other requirements of this Schedule A ), the holders of Preferred Shares shall be entitled to receive, when and if declared by the Board, the dividends in preference to any dividend on the Ordinary Shares or other securities of the Company. No dividends, whether in cash, in property or in shares of the capital of the Company, shall be declared or paid on the Ordinary Shares or other securities, unless and until a dividend in like amount is first declared and paid in full on each outstanding Preferred Share (on an as-if-converted basis).

2. Liquidation Preference

In the event of any liquidation, dissolution or winding up of the Company, either voluntary or involuntary,

(a) the holders of the Series A-2 Preferred Shares shall be entitled to receive, prior to any distribution to the holders of Series A-1 Preferred Shares, Series Seed-C Preferred Shares, Series Seed-B Preferred Shares, Series Seed-A Preferred Shares and Ordinary Shares or any other class or series of shares then outstanding, an amount per Preferred Share equal to one hundred percent (100%) of Series A-2 Preferred Share Issue Price, plus all declared but unpaid dividends thereon (including the Series A-2 Preferred Share Issue Price, the “ Series A-2 Preference Amount ”), proportionately adjusted for share splits, share dividends, recapitalizations and the like. If the Company has insufficient assets to permit payment of the Series A-2 Preference Amount in full to all holders of Series A-2 Preferred Shares, then the assets of the Company shall be distributed ratably to the holders of the Series A-2 Preferred Shares in proportion to the full Series A-2 Preference Amount each such holder of Series A-2 Preferred Shares would otherwise be entitled to receive under this Section 2(a).

(b) after the distribution of the Series A-2 Preference Amount in full, the holders of the Series A-1 Preferred Shares shall be entitled to receive, prior to any distribution to the holders of Series Seed-C Preferred Shares, Series Seed-B Preferred Shares, Series Seed-A Preferred Shares and Ordinary Shares or any other class or series of shares then outstanding, an amount per Preferred Share equal to one hundred percent (100%) of Series A-1 Preferred Share Issue Price, plus all declared but unpaid dividends thereon (including the Series A-1 Preferred Share Issue Price, the “ Series A- 1 Preference Amount ”), proportionately adjusted for share splits, share dividends, recapitalizations and the like. If the Company has insufficient assets to permit payment of the Series A-1 Preference Amount in full to all holders of Series A-1 Preferred Shares, then the assets of the Company shall be distributed ratably to the holders of the Series A-1 Preferred Shares in proportion to the full Series A-1 Preference Amount each such holder of Series A-1 Preferred Shares would otherwise be entitled to receive under this Section 2(b).

(c) after the distribution of the Series A-1 Preference Amount in full, the holders of the Series Seed-C Preferred Shares shall be entitled to receive, prior to any distribution to the holders of Series Seed-B

Preferred Shares, Series Seed-A Preferred Shares and the Ordinary Shares or any other class or series of shares then outstanding, an amount per Preferred Share equal to one hundred percent (100%) of Series Seed-C Preferred Share Deemed Issue Price, plus all declared but unpaid dividends thereon (including the Series Seed-C Preferred Share Deemed Issue Price, the “ Series Seed-C Preference Amount ”), proportionately adjusted for share splits, share dividends, recapitalizations and the like. If the Company has insufficient assets to permit payment of the Series Seed-C Preference Amount in full to all holders of Series Seed-C Preferred Shares, then the assets of the Company shall be distributed ratably to the holders of the Series Seed-C Preferred Shares in proportion to the full Series Seed-C Preference Amount each such holder of Series Seed-C Preferred Shares would otherwise be entitled to receive under this Section 2(c).

(d) after the distribution of the Series Seed-C Preference Amount in full, the holders of the Series Seed-B Preferred Shares shall be entitled to receive, prior to any distribution to the holders of Series Seed-A Preferred Shares and the Ordinary Shares or any other class or series of shares then outstanding, an amount per Preferred Share equal to one hundred percent (100%) of Series Seed-B Preferred Share Deemed Issue Price, plus all declared but unpaid dividends thereon (including the Series Seed-B Preferred Share Deemed Issue Price, the “ Series Seed-B Preference Amount ”), proportionately adjusted for share splits, share dividends, recapitalizations and the like. If the Company has insufficient assets to permit payment of the Series Seed-B Preference Amount in full to all holders of Series Seed-B Preferred Shares, then the assets of the Company shall be distributed ratably to the holders of the Series Seed-B Preferred Shares in proportion to the full Series Seed-B Preference Amount each such holder of Series Seed-B Preferred Shares would otherwise be entitled to receive under this Section 2(d).

(e) after the distribution of the Series Seed-B Preference Amount in full, the holders of the Series Seed-A Preferred Shares shall be entitled to receive, prior to any distribution to the holders of the Ordinary Shares or any other class or series of shares then outstanding, an amount per Preferred Share equal to one hundred percent (100%) of Series Seed-A Preferred Share Deemed Issue Price (as applicable), plus all declared but unpaid dividends thereon (including the Series Seed-A Preferred Share Deemed Issue Price, the “ Series Seed-A Preference Amount ”), proportionately adjusted for share splits, share dividends, recapitalizations and the like. If the Company has insufficient assets to permit payment of the Series Seed-A Preference Amount in full to all holders of Series Seed-A Preferred Shares, then the assets of the Company shall be distributed ratably to the holders of the Series Seed-A Preferred Shares in proportion to the full Series Seed-A Preference Amount each such holder of Series Seed-A Preferred Shares would otherwise be entitled to receive under this Section 2(e).

(f) after the distribution of the Series Seed-A Preference Amount in full, any remaining funds or assets of the Company legally available for distribution to shareholders shall be distributed on a pro rata, pari passu basis among the holders of the Preferred Shares (on an as-converted basis), together with the holders of the Ordinary Shares.

(g) (i) Any sale of shares or voting control, merger, acquisition, consolidation or other similar transaction involving the Company in which its shareholders retain less than a majority of the voting power in the surviving entity, or (ii) a sale, transfer, lease or other disposition of all or substantially all the Company’s assets, (iii) the exclusive licensing of all or substantially all of the Company’s intellectual property, or (iv) the Drag-along Sale (as defined in the Shareholders Agreement) (each, a “ Liquidation Event ”), shall in each case be deemed a liquidation, dissolution or winding up of the Company, such that the provision of Sections 2(a) to 2(f) shall apply as if all consideration received by the Company and its shareholders in connection with such event were being distributed in a

liquidation of the Company. If the requirements of this Section 2 are not complied with in connection with a Liquidation Event, the Company shall forthwith either (i) cause such closing to be postponed until such time as the requirements of this Section 2 have been complied with, or (ii) cancel such transaction. The holders of 70% of the outstanding Preferred Shares may by written consent, waive the treatment of the aforesaid transaction as a liquidation, dissolution or winding up of the Company.

(h) Notwithstanding any other provision of this Section 2, the Company may at any time, out of funds legally available therefor and subject to compliance with applicable laws, repurchase Ordinary Shares of the Company issued to or held by employees, officers or consultants of the Company or its subsidiaries upon termination of their employment or services, pursuant to any bona fide agreement providing for such right of repurchase, whether or not dividends on the Preferred Shares shall have been declared.

(i) In the event the Company proposes to distribute assets other than cash in connection with any liquidation, dissolution or winding up of the Company, the value of the assets to be distributed to the holders of Preferred Shares and Ordinary Shares shall be that as determined in good faith by the liquidator or, in the case of any proposed distribution in connection with a transaction which is a Liquidation Event hereunder, by the Board, which shall include the consent of a simple majority of Preferred Directors. Any securities not subject to investment letter or similar restrictions on free marketability shall be valued as follows:

(i) If traded on a securities exchange, the value shall be deemed to be the average of the security’s closing prices on such exchange over the thirty (30) day ending one (1) day prior to the distribution;

(ii) If actively traded over-the-counter, the value shall be deemed to be the average of the closing bid prices over the thirty (30) day period ending three (3) days prior to the distribution; and

(iii) If there is no active public market, the value shall be the fair market value thereof as determined in good faith by the liquidator or, in the case of any proposed distribution in connection with a transaction which is a Liquidation Event hereunder, by the Board (which shall include the consent of a simple majority of Preferred Directors).

(j) The method of valuation of securities subject to restrictions on free marketability shall be adjusted to make an appropriate discount from the market value determined as above in Section 2(g)(i), (ii) or (iii) to reflect the fair market value thereof as determined in good faith by the liquidator or, in the case of any proposed distribution in connection with a transaction which is a Liquidation Event hereunder, by the Board (which shall include the consent of a simple majority of Preferred Directors). The holders of at least fifty percent (50%) of the Preferred Shares, shall have the right to challenge any determination by the Board, as the case may be, of fair market value pursuant to this Section 2, in which case the determination of fair market value shall be made by an independent appraiser selected jointly by the liquidator or the Board, as the case may be, and the challenging parties, the cost of such appraisal to be borne equally by the Company and the challenging parties.

The liquidation preference right of the holders of Preferred Shares other than Series A Preferred Shares as set forth in this Section 2 shall terminate upon the closing of a qualified public offering of the shares of Jimu Holdings Limited, an exempted company with limited liability organized and existing under the laws of the British Virgin Islands, or its affiliate, with an implied valuation prior to such offering of at

least US$1,023,947,530. And the liquidation preference right of all holders of all Preferred Shares as set forth in this Section 2 shall terminate upon the consummation of a Qualified IPO.

3. Voting Rights

Subject to the provisions of th e Memorandum and these Articles, at all general meetings of the Company: (i) the holder of each Ordinary Share issued and outstanding shall have one (1) vote in respect of each Ordinary Share held, and (ii) the holder of each Preferred Share shall be entitled to such number of votes as equals to the whole number of Ordinary Shares into which such holder’s collective Preferred Shares are convertible immediately after the close of business on the record date of the determination of the Company’s shareholders entitled to vote or, if no such record date is established, at the date such vote is taken or any written consent of the Company’s shareholders is first solicited. Subject to provisions to the contrary elsewhere in the Memorandum and these Articles, or as required by the Statute and other applicable laws, the holders of the Preferred Shares shall vote together with the holders of Ordinary Shares, and not as a separate class or series.

4. Conversion Rights

The holders of the Preferred Shares shall have the following rights described below with respect to the conversion of the Preferred Shares into Ordinary Shares. The number of Ordinary Shares to which a holder shall be entitled upon conversion of any Preferred Share shall be the quotient of the Preferred Share Issue Price divided by the then-effective Applicable Conversion Price (as defined below). For the avoidance of doubt, the initial conversion ratio for Preferred Shares to Ordinary Shares shall be 1:1, subject to adjustments based on adjustments of the Applicable Conversion Price, as set forth below:

(a) Optional Conversion .

(i) Subject to and in compliance with the provisions of this Section 4 (a), any Preferred Share may, at the option of the holder of such Preferred Share, be converted at any time into fully-paid and nonassessable Ordinary Shares based on the then-effective Applicable Conversion Price.

(ii) The holder of any Preferred Shares who desires to convert such shares into Ordinary Shares shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Company or any registered agent for the Preferred Shares, and shall give written notice to the Company at such office that such holder has elected to convert such shares. Such notice shall state the number of Preferred Shares being converted. Thereupon, the Company shall promptly update the register of members, and issue and deliver to such holder at such office a certificate or certificates for the number of Ordinary Shares to which the holder is entitled. No fractional Ordinary Shares shall be issued upon conversion of the Preferred Shares, and the number of Ordinary Shares to be so issued to a holder of converting Preferred Shares (after aggregating all fractional Ordinary Shares that would be issued to such holder) shall be rounded to the nearest whole share (with one-half being rounded upward). Such conversion shall be deemed to have been made at the close of business on the date of the surrender of the certificates representing the Preferred Shares to be converted, and the person entitled to receive the Ordinary Shares issuable upon such conversion shall be treated for all purposes as the record holder of such Ordinary Shares on such date.

(b) Automatic Conversion .

(i) Without any action being required by the holder of such Preferred Share and whether or not the certificates representing such Preferred Share are surrendered to the Company or its transfer agent, each Preferred Share shall automatically be converted, based on the then-effective Applicable Conversion Price, into Ordinary Shares upon the earlier of (A) the closing of a Qualified IPO, or (B) with respect to the Series Seed-A Shares, the vote or written consent of the holders of more than 50% of the then outstanding Series Seed-A Preferred Shares (voting together as a single class), with respect to the Series Seed-B Shares, the vote or written consent of the holders of more than 50% of the then outstanding Series Seed-B Preferred Shares (voting together as a single class), with respect to the Series Seed-C Shares, the vote or written consent of the holders of more than 50% of the then outstanding Series Seed-C Preferred Shares (voting together as a single class), with respect to the Series A-1 Shares, the vote or written consent of the holders of more than 50% of the then outstanding Series A-1 Preferred Shares (voting together as a single class), and with respect to the Series A-2 Preferred Shares, the vote or written consent of the holders of more than 50% of the then outstanding Series A-2 Preferred Shares (voting together as a single class).

(ii) The Company shall not be obligated to issue certificates for any Ordinary Shares issuable upon the automatic conversion of any Preferred Shares unless the certificate or certificates evidencing such Preferred Shares is either delivered as provided below to the Company or any transfer agent for the Preferred Shares, or the Preferred Shareholder notifies the Company or its transfer agent that such certificate has been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificate. The Company shall, as soon as practicable after receipt of certificates for Preferred Shares, or satisfactory agreement for indemnification in the case of a lost certificate, promptly issue and deliver at its office to the holder thereof a certificate or certificates for the number of Ordinary Shares to which the holder is entitled and update its register of members. No fractional Ordinary Shares shall be issued upon conversion of the Preferred Shares, and the number of Ordinary Shares to be so issued to a holder of converting Preferred Shares (after aggregating all fractional Ordinary Shares that would be issued to such holder) shall be rounded to the nearest whole share (with one-half being rounded upward). Any person entitled to receive Ordinary Shares issuable upon the automatic conversion of the Preferred Shares shall be treated for all purposes as the record holder of such Ordinary Shares on the date of such conversion.

(i) In the event of an optional conversion pursuant to Section 4(a), before any holder of Preferred Shares shall be entitled to convert the same into Ordinary Shares and to receive certificates therefor, the holder of Preferred Shares shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Company or of any registered agent for the Preferred Shares to be converted and shall give written notice to the Company at such office that the holder of Preferred Shares elects to convert the same. The Company shall promptly update the register of members, and issue and deliver at such office to such holder of Preferred Shares a certificate or certificates for the number of Ordinary Shares to which the holder of Preferred Shares shall be entitled as aforesaid and a check payable to the holder of Preferred Shares in the amount of any cash amounts payable (if any) as the result of a conversion into fractional Ordinary Shares. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender the certificate or certificates representing the Preferred Shares to be converted, and the person or persons entitled to receive the Ordinary Shares issuable upon

such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares on such date.

(ii) In the event of an Automatic Conversion pursuant to Section 4(b), all holders of Preferred Shares will be given at least ten (10) days’ prior written notice of the date fixed (which date shall in the case of a Qualified IPO be the latest practicable date immediately prior to the closing of a Qualified IPO) and the place designated for Automatic Conversion of all such Preferred Shares pursuant to this Section 4. Such notice shall be sent by overnight courier, postage prepaid, to each record holder of the Preferred Shares at such holder’s address appearing on the Register of Members. On or before the date fixed for conversion, each holder of Preferred Shares shall surrender his or its certificate or certificates for all such shares to the Company at the place designated in such notice, and shall promptly receive certificates for the number of Ordinary Shares to which such holder of Preferred Shares is entitled pursuant to this Section 4 and a cheque denominated in U.S. dollars payable to the holder of Preferred Shares in the amount of any cash amounts payable as a result of a conversion into fractional Ordinary Shares. On the date fixed for conversion, the Register of Members shall be updated to show that the converted Preferred Shares have been cancelled and all rights with respect to the Preferred Shares so converted have been terminated, except the rights of the holders of Preferred Shares thereof, upon surrender of the certificate or certificates therefor, to receive Ordinary Shares (which shall be recorded as issued to such holder in the Register of Members) and certificates for the number of Ordinary Shares into which such Preferred Shares have been converted and payment of any accrued but unpaid dividends thereon. All certificates evidencing Preferred Shares which are required to be surrendered for conversion in accordance with the provisions hereof shall, from and after the date such certificates are so required to be surrendered, be deemed to have been retired and cancelled and the Preferred Shares represented thereby converted into Ordinary Shares for all purposes, notwithstanding the failure of the holder or holders thereof to surrender such certificates on or prior to such date.

(iii) The Directors of the Company may effect such conversion in any manner available under applicable law, including redeeming or repurchasing the relevant Preferred Shares and applying the proceeds thereof towards payment for the new Ordinary Shares. For purposes of the repurchase or redemption, the Directors may, only repurchase or redeem a share if they are satisfied that following such repurchase or redemption, the value of the Company’s assets will exceed its liabilities and the Company will be able to pay its debts as they fall due.

No fractional Ordinary Share shall be issued upon conversion of the Preferred Shares. In lieu of any fractional shares to which the holder would otherwise be entitled, the Company shall pay cash equal to such fraction multiplied by the then effective Applicable Conversion Price.

(d) Conversion Price . The “ Applicable Conversion Price ” shall initially equal the Preferred Share Issue Price (as applicable respectively to Series Seed-A-1 Preferred Shares, Series Seed-A-2 Preferred Shares, Series Seed-B Preferred Shares, Series Seed-C Preferred Shares, the Series A-1 Preferred Shares and the Series A-2 Preferred Shares), and shall be adjusted from time to time as provided below provided that the Applicable Conversion Price shall not be less than the par value of the ordinary shares into which the Preferred Shares are being converted:

(i) Adjustment for Share Splits and Combinations . If the Company shall at any time, or from time to time, effect a subdivision of the outstanding Ordinary Shares, each of the Applicable Conversion Prices in effect immediately prior to such subdivision shall be proportionately

decreased. Conversely, if the Company shall at any time, or from time to time, combine the outstanding Ordinary Shares into a smaller number of shares, each of the Applicable Conversion Prices in effect immediately prior to the combination shall be proportionately increased. Any adjustment under this paragraph shall become effective at the close of business on the date the subdivision or combination becomes effective.

(ii) Adjustment for Ordinary Share Dividends and Distributions . If the Company makes (or fixes a record date for the determination of holders of Ordinary Shares entitled to receive) a dividend or other distribution to the holders of Ordinary Shares payable in Additional Ordinary Shares, each of the Applicable Conversion Prices then in effect shall be decreased as of the time of such issuance (or in the event such record date is fixed, as of the close of business on such record date) by multiplying such Applicable Conversion Price then in effect by a fraction (i) the numerator of which is the total number of Ordinary Shares issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (ii) the denominator of which is the total number of Ordinary Shares issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of Additional Ordinary Shares issuable in payment of such dividend or distribution.

(iii) Adjustments for Other Dividends . If the Company at any time, or from time to time, makes (or fixes a record date for the determination of holders of Ordinary Shares entitled to receive) a dividend or other distribution payable in securities of the Company other than Ordinary Shares or Ordinary Share Equivalents, then, and in each such event, provision shall be made so that, upon conversion of any Preferred Share thereafter, the holder thereof shall receive, in addition to the number of Ordinary Shares issuable thereon, the amount of securities of the Company which the holder of such share would have received had the Preferred Shares been converted into Ordinary Shares immediately prior to such event, all subject to further adjustment as provided herein.

(iv) Reorganizations, Mergers, Consolidations, Reclassifications, Exchanges, Substitutions . If at any time, or from time to time, any capital reorganization or reclassification of the Ordinary Shares (other than as a result of a share dividend, subdivision, split or combination otherwise treated above) occurs or the Company is consolidated, merged or amalgamated with or into another Person (other than a consolidation, merger or amalgamation treated as a liquidation in Section 2), then in any such event, provision shall be made so that, upon conversion of any Preferred Share thereafter, the holder thereof shall receive the kind and amount of shares and other securities and property which the holder of such share would have received had the Preferred Shares been converted into Ordinary Shares on the date of such event, all subject to further adjustment as provided herein, or with respect to such other securities or property, in accordance with any terms applicable thereto.

(v) Sale of Shares below the Applicable Conversion Price .

(A) If at any time, or from time to time, the Company shall issue or sell Additional Ordinary Shares (other than as a subdivision or combination of Ordinary Shares provided for in subsection (i) above and other than as a dividend or other distribution provided for in subsection (ii) above) or be deemed to issue or sell Additional Ordinary Shares as provided in subsection 4(d)(v)(C) below for a consideration per share less than the then effective Applicable Conversion Price, then, the Applicable Conversion Price shall be reduced, concurrently with such issue, to a price equal to a price per share (calculated to the nearest

cent) determined in accordance with the following formula:

CP2 = CP1 × [(A + B) ÷ (A + C)]

For purposes of the foregoing formula, the following definitions shall apply:

“CP2” means the Applicable Conversion Price in effect for such series of Preferred Shares immediately after such issue or deemed issue of Additional Ordinary Shares;

“CP1” means the Applicable Conversion Price in effect for such series of Preferred Shares immediately prior to such issue or deemed issue of Additional Ordinary Shares;

“A” means the number of Ordinary Shares and Ordinary Share Equivalents outstanding immediately prior to such issue or deemed issue of Additional Ordinary Shares, treating for this purpose as outstanding all Ordinary Shares and Ordinary Share Equivalents (on an as-converted and fully-diluted basis) immediately prior to such issue;

“B” means the number of Additional Ordinary Shares that would have been issued if such Additional Ordinary Shares had been issued at a price per share equal to CP1 (determined by dividing the aggregate consideration received by the Company in respect of such issue by CP1); and

“C” means the number of such Additional Ordinary Shares issued or deemed to be issued in such transaction.

( B) For the purpose of making any adjustment in an Applicable Conversion Price or number of Ordinary Shares issuable upon conversion of the Preferred Shares, as provided above:

( 1) To the extent it consists of cash, the consideration received by the Company for any issue or sale of securities shall be computed at the net amount of cash received by the Company after deduction of any expenses payable directly or indirectly by the Company and any underwriting or similar commissions, compensations, discounts or concessions paid or allowed by the Company in connection with such issue or sale;

( 2) To the extent it consists of property other than cash, consideration other than cash received by the Company for any issue or sale of securities shall be computed at the fair market value thereof, as determined in good faith by the Board of Directors (which shall include the consent of a simple majority of Preferred Directors) as of the date of the adoption of the resolution specifically authorizing such issue or sale, irrespective of any accounting treatment of such property; and

( 3) If Additional Ordinary Shares are issued or sold or deemed to be issued or sold together with other stock or securities or other assets of the Company for consideration which covers both, the consideration received for the Additional Ordinary Shares shall be computed as that portion of the consideration received which is reasonably determined in good faith by the Board of Directors (which shall include the consent of a simple majority of Preferred Directors) to be allocable to such Additional Ordinary Shares.

( C) For the purpose of making any adjustment in an Applicable Conversion Price provided in this subsection (v), if at any time, or from time to time, the Company issues any Ordinary Share Equivalents exercisable, convertible or exchangeable for Ordinary Shares and the Effective Conversion Price of such Ordinary Share Equivalents is less than an Applicable Conversion Price in effect immediately prior to such issuance, then, in each such case, at the time of such issuance the Company shall be deemed to have issued the maximum number of Additional Ordinary Shares issuable upon the exercise, conversion or exchange of such Ordinary Share Equivalents and to have received in consideration for each Additional Ordinary Share deemed issued an amount equal to the Effective Conversion Price. The Applicable Conversion Price shall be reduced, concurrently with such issue, to a price equal to a price per share (calculated to the nearest cent) determined in accordance with the the formula set forth in subsection 4(d)(v)(A) above.

( 1) In the event of any increase in the number of Ordinary Shares deliverable or any reduction in consideration payable upon exercise, conversion or exchange of any Ordinary Share Equivalents where the resulting Effective Conversion Price is less than an Applicable Conversion Price at such date, including, but not limited to, a change resulting from the anti-dilution provisions thereof, such Applicable Conversion Price shall be recomputed to reflect such change as if, at the time of issue for such Ordinary Share Equivalent, such Effective Conversion Price applied.

( 2) If any right to exercise, convert or exchange any Ordinary Share Equivalents shall expire without having been fully exercised, an Applicable Conversion Price as adjusted upon the issuance of such Ordinary Share Equivalents shall be readjusted to the Applicable Conversion Price which would have been in effect had such adjustment been made on the basis that (A) the only Additional Ordinary Shares to be issued on such Ordinary Share Equivalents were such Additional Ordinary Shares, if any, as were actually issued or sold in the exercise, conversion or exchange of any part of such Ordinary Share Equivalents prior to the expiration thereof and (B) such Additional Ordinary Shares, if any, were issued or sold for (x) the consideration actually received by the Company upon such exercise, conversion or exchange, plus (y) where the Ordinary Share Equivalents consist of options, warrants or rights to purchase Ordinary Shares, the consideration, if any, actually received by the Company for the grant of such Ordinary Share Equivalents, whether or not exercised, plus (z) where the Ordinary Share Equivalents consist of shares or securities convertible or exchangeable for Ordinary Shares, the consideration received for the issue or sale of Ordinary Share Equivalent actually converted.

(3) For any Ordinary Share Equivalent with respect to which an Applicable Conversion Price has been adjusted under this subsection (C), no further adjustment of such Applicable Conversion Price shall be made solely as a result of the actual issuance of Ordinary Shares upon the actual exercise or conversion of such Ordinary Share Equivalent.

( D) The holders of the Preferred Shares shall have the right to waive an adjustment to the Applicable Conversion Price that is applicable to its Preferred Shares.

(vi) Other Dilutive Events . In case any event shall occur as to which the other provisions of this

Section 4 are not strictly applicable, but the failure to make any adjustment to an Applicable Conversion Price would not fairly protect the conversion rights of a series of Preferred Shares in accordance with the essential intent and principles hereof, then, in each such case, the Company, in good faith, shall determine the appropriate adjustment to be made, on a basis consistent with the essential intent and principles established in this Section 4, necessary to preserve, without dilution, the conversion rights of such series of Preferred Shares. If the holders of more than 50% of the then outstanding Preferred Shares of such series shall reasonably and in good faith disagree with such determination by the Company, then the Company shall appoint an internationally recognized investment banking firm, which shall give their opinion as to the appropriate adjustment, if any, on the basis described above. Upon receipt of such opinion, the Company will promptly mail a copy thereof to the holders of such series of Preferred Shares and shall make the adjustments described therein.

(vii) Certificate of Adjustment . In the case of any adjustment or readjustment of an Applicable Conversion Price, the Company, at its sole expense, shall compute such adjustment or readjustment in accordance with the provisions hereof and prepare a certificate showing such adjustment or readjustment, and shall mail such certificate, by first class mail, postage prepaid, to each registered holder of such series of Preferred Shares at the holder’s address as shown in the Company’s books. The certificate shall set forth such adjustment or readjustment, showing in detail the facts upon which such adjustment or readjustment is based, including a statement of (i) the consideration received or deemed to be received by the Company for any Additional Ordinary Shares issued or sold or deemed to have been issued or sold, (ii) the number of Additional Ordinary Shares issued or sold or deemed to be issued or sold, (iii) the Applicable Conversion Price in effect before and after such adjustment or readjustment, and (iv) the number of Ordinary Shares and the type and amount, if any, of other property which would be received upon conversion of the Preferred Shares after such adjustment or readjustment.

(viii) Notice of Record Date . In the event the Company shall propose to take any action of the type or types requiring an adjustment to an Applicable Conversion Price or the number or character of any Preferred Shares as set forth herein, the Company shall give notice to the holders of such Preferred Shares, which notice shall specify the record date, if any, with respect to any such action and the date on which such action is to take place. Such notice shall also set forth such facts with respect thereto as shall be reasonably necessary to indicate the effect of such action (to the extent such effect may be known at the date of such notice) on the Applicable Conversion Price and the number, kind or class of shares or other securities or property which shall be deliverable upon the occurrence of such action or deliverable upon the conversion of such Preferred Shares. In the case of any action which would require the fixing of a record date, such notice shall be given at least twenty (20) days prior to the date so fixed, and in the case of all other actions, such notice shall be given at least thirty (30) days prior to the taking of such proposed action.

(ix) Reservation of Shares Issuable Upon Conversion . The Company shall at all times reserve and keep available out of its authorized but unissued Ordinary Shares, solely for the purpose of effecting the conversion of the Preferred Shares, such number of its Ordinary Shares as shall from time to time be sufficient to effect the conversion of all outstanding Preferred Shares. If at any time the number of authorized but unissued Ordinary Shares shall not be sufficient to effect the conversion of all then outstanding Preferred Shares, the Company will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued Ordinary Shares to such number of shares as shall be sufficient for such purpose.

(x) Notices . Any notice required by the provisions of this Section 4 shall be in writing and shall be deemed effectively given: (i) upon personal delivery to the party to be notified, (ii) when sent by confirmed telex or facsimile if sent during normal business hours of the recipient; if not, then on the next business day, (iii) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (iv) one (1) day after deposit with an internationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All notices shall be addressed to each holder of record at the address of such holder appearing on the books of the Company.

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

5. Protective Provisions

(a) Shareholder Consent. Subject to the applicable laws, in addition to any other vote or consent required elsewhere in the Memorandum and the Articles or by Act, none of the Group Companies nor the Founders or the holders of Ordinary Shares, shall take any of the following actions without the prior written approval of (i) Series Seed Preferred Majority, and (ii) Series A Preferred Majority (which shall include consent of Sina):

(i) any amendment or change of the rights, preferences or privileges or power of, or the restrictions provided for the benefit of, any series of the Preferred Shares;

(ii) any action that authorizes, creates or issues any class of the Group Companies’ securities having preferences superior to or on a parity with the Preferred Shares or any other securities of the Group Companies;

(iii) any action that reclassifies any outstanding shares into shares having preferences or priority as to dividends or assets superior to or on a parity with the preference of the Preferred Shares;

(iv) any material amendment to the Restated Articles or other charter documents of any Group Company that would adversely affect the rights of the Preferred Shares;

(v) any resolution relating to dissolution, liquidation or Liquidation Event of any Group Company; and

(vi) any amalgamation, consolidation or merger with or into any other business entity, any spin-off, sub-division, recapitalization, reclassification, or any other transaction of a similar nature or having a similar economic effect as any of the foregoing, or other forms of restructuring of the Company.

Notwithstanding anything to the contrary contained herein, where any act listed in clauses ( i) through (vi) above requires the approvals of the shareholders of the Company in accordance with the applicable laws, and if the shareholders vote in favor of such act but the approvals of (i)

Series A Preferred Majority (which shall include consent of Sina), and (ii) Series Seed Preferred Majority have not yet been obtained, then (i) the dissenting Series Seed Preferred Majority, and (ii) dissenting Series A Preferred Majority (or Sina, if Sina voted against such act) in aggregate shall, in such vote, have the voting rights equal to the aggregate voting power of all the Shareholders who voted in favor of such act plus one.

(b) Board Consent. Subject to the applicable law, in addition to any other vote or consent required elsewhere in this Agreement and Restated Articles, none of the Group Companies shall, and the Founders and the holders of Ordinary Shares shall cause each Group Company not to, take any of the following actions without the prior written approval of a majority of members of the Board (which shall include the approval of a simple majority of Preferred Directors, provided that for actions listed in items (i), (ii), (iii), (iv), (v), (vi), (vii), (viii), (x), (xii), (xiii), (xiv), (xv), (xvi), (xvii), (xviii), (xix), (xx) and (xxi), such prior written approval shall include the approval of Series A Director):

(i) any termination, modification or waiver of, or any amendment to the Transaction Documents;

(ii) any action that makes or results in the sale of all or substantially all assets or undertakings of any Group Company;

(iii) the adoption, amendment or termination of the employee share incentive plan, or other equity incentive, purchase, or participation plans for the benefit of any employees, officers, directors, contractors, advisors or consultants of any Group Company, any issuance thereunder to any Founder holding more than 5% of the total issued share and outstanding capital of the Company (calculated on a fully-diluted and as-converted basis) immediately prior to such issuance, and any increase of the total number of equity securities reserved for issuance thereunder, except for the ESOP Shares already reserved;

(iv) any termination or suspension of the business of any Group Company as currently conducted, or any change to the main business activities of any Group Company;

(v) any action or a series of actions that results in the issuance of, assumption of, guarantee of or creation of any liability for borrowed money, in excess of RMB 25,000,000 in the aggregate, or out of the budget in excess of 10% of the annual budget in the aggregate during any fiscal year;

(vi) any loans by any Group Company to any director, officer or employee of any Group Company, except the loans by any Group Company to the shareholders of any Group Company for the purpose of capital contribution of any Group Company;

(vii) the acquisition (by way of purchase or otherwise) of any interest in any real property except a lease of office premises by any Group Company;

(viii) any purchase by any Group Company of equity securities of, or any securities convertible into equity securities of, any other company in excess of RMB 30,000,000, consummated as a single transaction or through a series of transactions, or the establishment of any brands for companies other than the Group Companies;

(ix) the purchase or lease by any Group Company of any motor vehicle valued in excess of US$300,000;

(x) any transaction or series of transactions between any Group Company and any holder of Ordinary Shares, director, officer or employee of any Group Company that is not in the ordinary course of business or for which the aggregate value exceeds US$ 25,000;

(xi) any increase in compensation of any Key Employee (as defined in the Share Purchase Agreement) and any of the five (5) most highly compensated employees of any Group Company by more than thirty percent (30%) in a twelve (12) month period;

(xii) any adoption of the annual budget, business plan and the establishment of performance milestones of any Group Company, or corporate benchmarks for any Group Company, and any material changes or deviations therefrom;

(xiii) establishment or acquisition of any subsidiary, joint venture, partnership or affiliates (excluding any non-legal person branch), with the capital contribution from the Group Companies exceeding RMB30,000,000 in the aggregate, consummated as a single transaction or through a series of transactions;

(xiv) any material change in any Group Company’s business plan or the change of the structure for the board of directors or any committee of any Group Company;

(xv) the appointment and dismissing of the Chief Executive Officer, Chief Operation Officer and Chief Financial Officer of any Group Company;

(xvi) the appointment and dismissing of the auditors of any Group Company, or any change in the accounting and financial policies or the fiscal year of the Company;

(xvii) an initial public offering of any shares or other equity or debt securities of any Group Company (or as the case may be, the shares or securities of the relevant entity resulting from any merger, reorganization or other arrangements made by or to the Company for the purposes of public offering), other than the initial public offering consummated within twelve (12) months from the Initial Closing Date (as defined in the Share Purchase Agreement);

(xviii) any transaction or matter in which any Group Company will act as guarantor or will be required to pledge its assets;

(xix) any sale, transfer, or disposal of material assets or business of any Group Company in excess of RMB 20,000,000 individually or in the aggregate in a twelve (12) month period;

(xx) any sale, transfer, license, creating pledge or encumbrance over, or disposal of any goodwill, technology or intellectual property owned by any Group Company with value in excess of twenty percent (20%) of the total value of assets of the Group Companies, as reflected in the then latest consolidated balance sheets of the Group Companies, other than licenses granted in the ordinary course of business;

(xxi) any transaction between any Group Company and any shareholder, director, officer or employee of the Group Companies and their associates and affiliates, unless such transaction (i) occurs in the ordinary course of business of the Group Companies and on an arm’s length basis, (ii) do not exceed RMB50,000,000 in a single transaction, and (iii) has been fully disclosed in writing to the holders of Preferred Shares prior to the entering into of such transaction; or

(xxii) the declaration or payment of dividend or distribution on the shares of any Group Company.

6. Redemption

6.1. Redemption by the Company .

(a) Notwithstanding anything to the contrary in these Articles, at any time after the earlier of (i) the fourth anniversary of the Closing Date (as defined in the Share Purchase Agreement) (if the Company has not consummated a Qualified IPO), (ii) if there is any change of laws or policy with respect to the validity of the Transaction Documents (as defined in the Share Purchase Agreement), (iii) if there is any change of laws or policy which makes the Group Companies unable to carry on its Business (as defined in the Share Purchase Agreement) as now conducted and as proposed to be conducted, (iv) any material breach by the Group Companies and/or the holders of Ordinary Shares of any representations, warranties or covenants of the Transaction Documents (as defined in the Share Purchase Agreement), or (v) the Company’s receipt of the request from any holder of the Series Seed-A Preferred Shares or Series Seed-B Preferred Shares or Series Seed-C Preferred Shares or Series A-1 Preferred Shares to redeem any of the Series Seed-A Preferred Shares or Series Seed-B Preferred Shares or Series Seed-C Preferred Shares or Series A-1 Preferred Shares pursuant to this Section 6 (the “ Series A -2 Redemption Start Date ”), then subject to the applicable laws of the Cayman Islands and, if so requested by the Series A-2 Investor, the Company shall redeem all or part of the outstanding Series A-2 Preferred Shares in cash out of funds legally available therefor (the “ Series A -2 Redemption ”). Subject to any appropriate adjustment for share split, combination, recapitalization or similar event, the price at which each Series A-2 Preferred Share shall be redeemed (the “ Series A -2 Redemption Price ”) shall be the number calculated based on the following formula:

IP ╳ (1 + 8 %) N + D, where

IP = Series A-2 Preferred Share Issue Price;

N = a fraction the numerator of which is the number of calendar days between (i) the issuance date of Series A-2 Preferred Shares, and (ii) the relevant Redemption Date on which such Series A-2 Preferred Share is redeemed and the denominator of which is 365;

D = all declared but unpaid dividends on each Series A -2 Preferred Share up to the date of redemption, proportionally adjusted for share subdivisions, share dividends, reorganizations, reclassifications, consolidations or mergers;

(b) Notwithstanding anything to the contrary in these Articles, at any time after the earlier of (i) the fourth anniversary of the Closing Date (as defined in the Share Purchase Agreement) (if the

Company has not consummated a Qualified IPO), (ii) if there is any change of laws or policy with respect to the validity of the Transaction Documents (as defined in the Share Purchase Agreement), (iii) if there is any change of laws or policy which makes the Group Companies unable to carry on its Business (as defined in the Share Purchase Agreement) as now conducted and as proposed to be conducted, (iv) any material breach by the Group Companies and/or the holders of Ordinary Shares of any representat ions, warranties or covenants of the Transaction Documents (as defined in the Share Purchase Agreement), or (v) the Company’s receipt of the request from any holder of the Series Seed-A Preferred Shares or Series Seed-B Preferred Shares or Series Seed-C Preferred Shares to redeem any of the Series Seed-A Preferred Shares or Series Seed-B Preferred Shares or Series Seed-C Preferred Shares pursuant to this Section 6 (the “ Series A -1 Redemption Start Date ”), then subject to the applicable laws of the Cayman Islands and, if so requested by the Series A-1 Investor, the Company shall redeem all or part of the outstanding Series A-1 Preferred Shares in cash out of funds legally available therefor (the “ Series A -1 Redemption ”). Subject to any appropriate adjustment for share split, combination, recapitalization or similar event, the price at which each Series A-1 Preferred Share shall be redeemed (the “ Series A -1 Redemption Price ”) shall be the number calculated based on the following formula:

IP ╳ (1 + 8 %) N + D, where

IP = Series A-1 Preferred Share Issue Price;

N = a fraction the numerator of which is the number of calendar days between (i) May 18, 2018, and (ii) the relevant Redemption Date on which such Series A-1 Preferred Share is redeemed and the denominator of which is 365;

D = all declared but unpaid dividends on each Series A -1 Preferred Share up to the date of redemption, proportionally adjusted for share subdivisions, share dividends, reorganizations, reclassifications, consolidations or mergers;

(c) Notwithstanding anything to the contrary in these Articles, at any time after the earlier of (i) the fourth anniversary of the Closing Date (as defined in the Share Purchase Agreement) (if the Company has not consummated a Qualified IPO), (ii) if there is any change of laws or policy with respect to the validity of the Transaction Documents (as defined in the Share Purchase Agreement), (iii) if there is any change of laws or policy which makes the Group Companies unable to carry on its Business (as defined in the Share Purchase Agreement) as now conducted and as proposed to be conducted, (iv) any material breach by the Group Companies and/or the holders of Ordinary Shares of any representatives, warranties or covenants of the Transaction Documents, or (v) the Company’s receipt of the request from any holder of the Series Seed-A Preferred Shares or Series Seed-B Preferred Shares to redeem any of the Series Seed-A Preferred Shares or Series Seed-B Preferred Shares pursuant to this Section 6 (the “ Series Seed-C Redemption Start Date ”), then subject to the applicable laws of the Cayman Islands and, if so requested by any holder of the Series Seed-C Preferred Shares, the Company shall redeem all or part of the outstanding Series Seed-C Preferred Shares in cash out of funds legally available therefor (the “ Series Seed-C Redemption ”). Subject to any appropriate adjustment for share split, combination, recapitalization or similar event, the price at which each Series Seed-C Preferred Share shall be redeemed (the “ Series Seed-C Redemption Price ”) shall be the number calculated based on the following formula:

IP ╳ (1 + 8 %) N + D, where

IP = Series Seed-C Preferred Share Deemed Issue Price for the Series Seed-C Preferred Share;

N = a fraction the numerator of which is the number of calendar days between (i) (x) March 26, 2015, with respect to 9,544,186 Series Seed-C Preferred Shares held by Investec Bank plc, 5,344,744 Series Seed-C Preferred Shares held by Matrix Partners China III Hong Kong Limited, 763,534 Series Seed-C Preferred Shares held by Vertex Asia Fund Pte. Ltd., 3,817,674 Series Seed-C Preferred Shares held by Zhong Capital Fund, L.P., 763,535 Series Seed-C Preferred Shares held by Moon Wan Sun Investments Company Limited, 3,817,674 Series Seed-C Preferred Shares held by Magic Stone Alternative Private Equity Fund, L.P., 381,767 Series Seed-C Preferred Shares held by Xiaomi Ventures Limited, 893,718 Series Seed-C Preferred Shares held by Shunwei TMT III Limited, 91,663 Series Seed-C Preferred Shares held by Hillingdon Ventures Limited, 1,908,837 Series Seed-C Preferred Shares held by DELIGHT TREASURE HOLDINGS LIMITED, all Series Seed-C Preferred Shares held by Ventech China II SICAR, Halvorson Ventures Limited, Sheen Profit Holdings Limited, and China eCapital Investment Holdings, Ltd., (y) June 4, 2015, with respect to 763,535 Series Seed-C Preferred Shares held by Investec Bank plc, all Series Seed-C Preferred Shares held by Woo Foong Hong Limited and Mandra iBase Limited, (z) December 1, 2017, with respect to other Series Seed-C Preferred Shares, and (ii) the relevant Redemption Date on which such Series Seed-C Preferred Share is redeemed and the denominator of which is 365;

D = all declared but unpaid dividends on each Series Seed-C Preferred Share up to the date of redemption, proportionally adjusted for share subdivisions, share dividends, reorganizations, reclassifications, consolidations or mergers;

(d) Notwithstanding anything to the contrary herein or in these Articles, at any time after the earlier of (i) the fourth anniversary of the Closing Date (if the Company has not consummated a Qualified IPO), (ii) if there is any change of laws or policy with respect to the validity of the Transaction Documents (as defined in the Share Purchase Agreement), (iii) if there is any change of laws or policy which makes the Group Companies unable to carry on its Business (as defined in the Share Purchase Agreement) as now conducted and as proposed to be conducted, (iv) any material breach by the Group Companies and/or the holders of Ordinary Shares of any representatives, warranties or covenants of the Transaction Documents, or (v) the Company’s receipt of the request from any holder of the Series Seed-A Preferred Shares to redeem any of the Series Seed-A Preferred Shares pursuant to this Section 6 (the “ Series Seed-B Redemption Start Date ”), then subject to the applicable laws of the Cayman Islands and, if so requested by any holder of the Series Seed-B Preferred Shares, the Company shall redeem all or part of the outstanding Series Seed-B Preferred Shares in cash out of funds legally available therefor (the “ Series Seed-B Redemption ”). Subject to any appropriate adjustment for share split, combination, recapitalization or similar event, the price at which each Series Seed-B Preferred Share shall be redeemed (the “ Series Seed-B Redemption Price ”) shall be the number calculated based on the following formula:

IP ╳ (1 + 8 %) N + D, where

IP = Series Seed-B Preferred Share Deemed Issue Price for the Series Seed-B Preferred Share;

N = a fraction the numerator of which is the number of calendar days between (i) (x) September 22, 2014, with respect to Series Seed-B Preferred Shares held by Hillingdon Ventures Limited and Magic Stone Hong Tao Alternative Fund, L.P., (y) September 10, 2014, with respect to Series Seed-B Preferred Shares held by Shunwei TMT III Limited, (z) September 4, 2014, with respect to Series Seed-B Preferred Shares held by other Series Seed-B Investors, and (ii) the relevant Redemption Date on which such Series Seed-B Preferred Share is redeemed and the denominator of which is 365;

D = all declared but unpaid dividends on each Series Seed-B Preferred Share up to the date of redemption, proportionally adjusted for share subdivisions, share dividends, reorganizations, reclassifications, consolidations or mergers; and

(e) Notwithstanding anything to the contrary herein or in these Articles, at any time after the earlier of (i) the fourth anniversary of the Closing Date (if the Company has not consummated a Qualified IPO), (ii) if there is any change of laws or policy with respect to the validity of the Transaction Documents (as defined in the Share Purchase Agreement), (iii) if there is any change of laws or policy which makes the Group Companies unable to carry on its Business (as defined in the Share Purchase Agreement) as now conducted and as proposed to be conducted, or (iv) any material breach by the Group Companies and/or the holders of Ordinary Shares of any representatives, warranties or covenants of the Transaction Documents (the “ Series Seed-A Redemption Start Date ”, together with the Series Seed-B Redemption Start Date, the Series Seed-C Redemption Start Date, the Series A-1 Redemption Start Date and the Series A-2 Redemption Date, the “ Redemption Start Date ”), then subject to the applicable laws of the Cayman Islands and, if so requested by any holder of the Series Seed-A Preferred Shares, the Company shall redeem all or part of the outstanding Series Seed-A Preferred Shares in cash out of funds legally available therefor (the “ Series Seed-A Redemption ”, together with the Series Seed-B Redemption, the Series Seed-C Redemption, the Series A-1 Redemption and the Series A-2 Redemption, the “ Redemption ”). Subject to any appropriate adjustment for share split, combination, recapitalization or similar event, the price at which each Series Seed-A Preferred Share shall be redeemed (the “ Series Seed-A Redemption Price ”, together with the Series Seed-B Redemption Price, the Series Seed-C Redemption Price, the Series A-1 Redemption Price and the Series A-2 Redemption Price, the “ Redemption Price ”) shall be equal to the number calculated based on the following formula:

IP ╳ (1 + 8 %) N + D, where

IP = the applicable Series Seed-A Preferred Share Deemed Issue Price for the Series Seed-A Preferred Share;

N = a fraction the numerator of which is the number of calendar days between (i) March 17, 2014, and (ii) the relevant Redemption Date on which such Series Seed-A Preferred Share is redeemed and the denominator of which is 365;

D = all declared but unpaid dividends on each Series Seed-A Preferred Share up to the date of redemption, proportionally adjusted for share subdivisions, share dividends,

reorganizations, reclassifications, consolidations or mergers.

(f) If the Company does not have sufficient cash or funds legally available to redeem all of the Preferred Shares required to be redeemed, the redemption shall be carried out in accordance with Section 6.3.

6.2. Notice .

(a) A notice of redemption by any holder of Preferred Shares to be redeemed shall be given by hand or by mail to the Company at any time on or after the applicable Redemption Start Date stating the date on which the Preferred Shares are to be redeemed (the “ Redemption Date ”); provided , however , that the Redemption Date shall be no earlier than the date forty-five (45) days after such notice of redemption is given.

(b) Upon receipt of any such request, the Company shall promptly give written notice of the redemption request (the “ Redemption Notice ”) to each non-requesting holder of record of Preferred Shares stating the existence of such request, the applicable Redemption Price, the Redemption Date and the mechanics of redemption.

(c) Each non-requesting holder of Preferred Shares that has the redemption rights pursuant to Section 6.1 above shall be entitled to give written notice to the Company, within fifteen (15) days after receipt of such Redemption Notice, stating the number of Preferred Shares it requests to be redeemed pursuant to this Section 6 and requesting to participate in the Redemption on the applicable Redemption Date together with all other holders of applicable Preferred Shares.

6.3. Insufficient Funds .

If on the Redemption Date, the number of Preferred Shares that may then be legally redeemed by the Company is less than the number of all Preferred Shares requested to be redeemed, then (i) those assets or funds which are legally available for redemption shall first be used to redeem the Series A -2 Preferred Shares from the Series A-2 Investors thereof requesting for redemption in proportion to their respective number of Series A-2 Preferred Shares to be redeemed (calculated on an as-converted basis), (ii) thereafter, the remaining assets and fund, if any, shall be used to redeem the Series A-1 Preferred Shares from the Series A-1 Investors thereof requesting for redemption in proportion to their respective number of Series A-1 Preferred Shares to be redeemed (calculated on an as-converted basis), (iii) thereafter, the remaining assets and fund, if any, shall be used to redeem the Series Seed-C Preferred Shares from each holder thereof requesting for redemption in proportion to their respective number of Series Seed-C Preferred Shares to be redeemed (calculated on an as-converted basis), (iv) thereafter, the remaining assets and fund, if any, shall be used to redeem the Series Seed-B Preferred Shares from each holder thereof requesting for redemption in proportion to their respective number of Series Seed-B Preferred Shares to be redeemed (calculated on an as-converted basis), (v) thereafter, the remaining assets and fund, if any, shall be used to redeem the Series Seed-A Preferred Shares from each holder thereof requesting for redemption in proportion to their respective number of Series Seed-A Preferred Shares to be redeemed (calculated on an as-converted basis), and (vi) the remaining Preferred Shares to be redeemed shall be carried forward and redeemed as soon as the Company has legally available funds to do so. Notwithstanding anything to the contrary contained herein, no other securities of the Company shall be redeemed unless and until the Company shall have redeemed all of the Preferred Shares requested to be

redeemed pursuant to this Section 6 and shall have paid all the Redemption Price for such Preferred Shares requested to be redeemed payable pursuant to this Section 6.

6.4. Surrender of Certificates .

Before any holder of Preferred Shares shall be entitled for redemption under the provisions of this Section 6, such holder shall surrender its, his or her certificate or certificates representing such Preferred Shares to be redeemed to the Company in the manner and at the place designated by the Company for that purpose, and the Redemption Price shall be payable on the Redemption Date to the order of the Person whose name appears on the register of members of the Company as the owner of such shares and each such certificate shall be cancelled on the Redemption Date. In the event less than all the shares represented by any such certificate are redeemed, a new certificate shall be promptly issued representing the unredeemed shares. Unless there has been a default in payment of the applicable Redemption Price, upon cancellation of the certificate representing such Preferred Shares to be redeemed, all dividends on such Preferred Shares designated for redemption on the relevant Redemption Date shall cease to accrue and all rights of the holders thereof, except the right to receive the Redemption Price thereof (including all accrued and unpaid dividend up to the relevant redemption date), shall cease and terminate and such Preferred Shares shall cease to be issued shares of the Company. If the Company fails to redeem any Preferred Shares for which redemption is requested, then during the period from the Redemption Date through the date on which such Preferred Shares are actually redeemed and the Redemption Price is actually made, in full, such Preferred Shares shall continue to be outstanding and be entitled to all rights and preferences of Preferred Shares. After payment in full of the aggregate Redemption Price for all issued and outstanding Preferred Shares, all rights of the holders thereof as shareholders of the Company shall cease and terminate and such Preferred Shares shall be cancelled.

6.5. Restriction on Distribution .

If the Company fails (for whatever reason) to redeem any Preferred Shares on its due date for redemption then, as from such date until the date on which the same are redeemed the Company shall not declare or pay any dividend nor otherwise make any distribution of or otherwise decrease its profits available for distribution.

6.6. To the extent permitted by law, the Company shall procure that the profits of each subsidiary and affiliate of the Company for the time being legally available for distribution shall be paid to it by way of dividend or otherwise if and to the extent that, but for such payment, the Company would not itself otherwise have sufficient profits available for distribution to make any redemption of Preferred Shares required to be made pursuant to this Section 6.

6.7. The redemption right of the holders of Series Seed-A Preferred Shares, the holders of Series Seed-B Preferred Shares and the holders of Series Seed-C Preferred Shares as set forth in this Section 6 shall terminate upon the closing of a qualified public offering of the shares of Jimu Holdings Limited, an exempted company with limited liability organized and existing under the laws of the British Virgin Islands, or its affiliate, with an implied valuation prior to such offering of at least US$1,023,947,530, and the redemption right of all holders of Preferred Shares as set forth in this Section 6 shall terminate upon the consummation of a Qualified IPO.

Exhibit 4.4

AMENDED AND RESTATED SHAREHOLDERS AGREEMENT

Dated May 18, 2018

AMENDED AND RESTATED SHAREHOLDERS AGREEMENT

THIS AMENDED AND RESTATED SHAREHOLDERS AGREEMENT (this “ Agreement ”) is made and entered into as of March May 18, 2018 by and among:

1. Pintec Technology Holdings Limited, an exempted company with limited liability organized and existing under the laws of the Cayman Islands (the “ Company ”);

2. GENIUS HUB LIMITED, a company with limited liability organized and existing under the laws of the British Virgin Islands (the “ Founder Holdco 1 ”);

3. WISE PLUS LIMITED, a company with limited liability organized and existing under the laws of the British Virgin Islands (the “ Founder Holdco 2 ”);

4. ROSY RANGE GLOBAL LIMITED, a company with limited liability organized and existing under the laws of the British Virgin Islands (the “ Founder Holdco 3 ”);

5. EARNEST WAY INTERNATIONAL LIMITED, a company with limited liability organized and existing under the laws of the British Virgin Islands (the “ Founder Holdco 4 ”);

6. CH Financial Holdings Ltd. a company with limited liability organized and existing under the laws of the British Virgin Islands (the “ Founder Holdco 5 ”);

7. UP SAIL HOLDINGS LIMITED, a company with limited liability organized and existing under the laws of the British Virgin Islands (the “ Founder Holdco 6 ”);

8. SPRING FOUNTAIN HOLDINGS LIMITED, a company with limited liability organized and existing under the laws of the British Virgin Islands (the “ Founder Holdco 7 ”);

9. Black Swan Investment Holdings Limited, a company with limited liability organized and existing under the laws of the British Virgin Islands (the “ Founder Holdco 8 ”, collectively with the Founder Holdco 1, the Founder Holdco 2, the Founder Holdco 3, the Founder Holdco 4, the Founder Holdco 5, the Founder Holdco 6 and the Founder Holdco 7, the “ Founder Holdcos ”; number of Ordinary Shares (as defined in the Second Amended and Restated Memorandum and Articles of Association of the Company, as amended (the “ Restated Articles ”)) held by the Founder Holdcos being listed in Schedule 2-A );

10. Sky City Holdings Limited, a company with limited liability organized and existing under the laws of the British Virgin Islands ( “ BVI Subsidiary 1 ”);

11. Next Hop Holdings Limited, a company with limited liability organized and existing under the laws of the British Virgin Islands ( “ BVI Subsidiary 2 ”, collectively with BVI Subsidiary 1, the “ BVI Subsidiaries ”);

12. Sky City Hong Kong Limited, a company organized and existing under the laws of Hong Kong (the “ HK Co. 1 ”);

13. Next Hop Hong Kong Limited, a company organized and existing under the laws of Hong Kong (the “ HK Co. 2 ” , collectively with HK Co. 1, the “ HK Companies ”);

14. Sky City (Beijing) Technology Co., Ltd. ( 思凯思特（北京）科技有限公司 ), a limited liability company organized and existing under the laws of the People’s Republic of China (the “ PRC ”) ， as the wholly-owned subsidiary of the HK Co. 1 (the “ PRC Subsidiary 1 ”);

15. Pintec (Beijing) Technology Co., Ltd. (品钛（北京）科技有限公司), a limited liability company organized and existing under the laws of the PRC, as the wholly-owned subsidiary of the HK Co. 2 (the “ PRC Subsidiary 2 ”, collectively with PRC Subsidiary 1, the “ PRC Subsidiaries ”);

16. Anquying (Tianjin) Business Information Consulting Co., Ltd. ( 安趣盈（天津）商务信息咨询有限公司 ), a limited liability company organized and existing under the laws of the PRC (“ Tianjin Anquying ”);

17. Anquying (Shanghai) Investment Consulting Co., Ltd. (安趣盈（上海）投资咨询有限公司), a limited liability company organized and existing under the laws of the PRC (“ Shanghai Anquying ”), as the wholly-owned subsidiary of Tianjin Anquying;

18. Anquying (Ganzhou) Technology Co., Ltd.(安趣盈（赣州）科技有限公司)，a limited liability company organized and existing under the laws of the PRC (“ Ganzhou Anquying ”), as the wholly-owned subsidiary of Tianjin Anquying;

19. Shenzhen Qianhai Minheng Commercial Factoring Co., Ltd. (深圳前海敏恒商业保理有限公司), a limited liability company organized and existing under the laws of the PRC ( “ Shenzhen Minheng ”), as the wholly-owned subsidiary of Shanghai Anquying;

20. Beijing Hongdian Fund Distributor Co., Ltd. (北京虹点基金销售有限公司), a limited liability company organized and existing under the laws of the PRC (“ Beijing Hongdian ”);

21. Pintec Jinke (Beijing) Information Technology Co., Ltd. (品钛金科(北京)信息科技有限公司), a limited liability company organized and existing under the laws of the PRC (“ Pintec Jinke ” );

22. Myfin Insurance Broker Co., Ltd. (麦芬保险经纪有限公司), a limited liability company organized and existing under the laws of the PRC (“ Myfin Insurance ”), as the wholly-owned subsidiary of Pintec Jinke;

23. Xuanji Intelligence (Beijing) Technology Co., Ltd. ( 璇玑智能（北京）科技有限公司 ) ， a limited liability company organized and existing under the laws of the PRC (“ Xuanji Intelligence ”);

24. Tianjin Xiangmu Asset Management Co., Ltd. (天津橡木资产管理有限公司), a limited liability company organized and existing under the laws of the PRC ( “ Tianjin Xiangmu ”, collectively with Tianjin Anquying, Shanghai Anquying, Ganzhou Anquying, Shenzhen Minheng, Beijing Hongdian, Pintec Jinke, Myfin Insurance and Xuanji Intelligence, the “ PRC Affiliates ” and each, a “ PRC Affiliate ”), as the wholly-owned subsidiary of Xuanji Intelligence;

25. Each of the persons as set forth in Schedule 1 attached hereto (the “ Founders ” and each, a “ Founder ”);

26. Each of the entity or entities as set forth in Schedule 2-B attached hereto (the “ Angel Shareholders ” and each, a “ Angel Shareholder ”);

27. Each of the entity or entities as set forth in Schedule 2-C attached hereto (the “ Series Seed-A Investors ” and each, a “ Series Seed-A Investor ”);

28. Each of the entity or entities as set forth in Schedule 2-D attached hereto (the “ Series Seed-B Investors ” and each, a “ Series Seed-B Investor ”);

29. Each of the entity or entities as set forth in Schedule 2-E attached hereto (collectively, the “ Series Seed-C Investors ”, and each, an “ Series Seed-C Investor ”);

30. Each of the entity or entities as set forth in Schedule 2-F (i) attached hereto (collectively, the “ Series A-1 Investors ”, and each, an “ Series A-1 Investor ”).

31. Each of the entity or entities as set forth in Schedule 2-F (ii) attached hereto (collectively, the “ Series A-2 Investors ”, and each, an “ Series A-2 Investor ”, collectively with the Series Seed-A Investors, the Series Seed-B Investors, the Series Seed-C Investors, and the Series A-1 Investors, the “ Investors ”, and each, an “ Investor ”. The Series A-1 Investors and the Series A-2 Investors are referred to as the “ Series A Investors ” herein).

The Company, the BVI Subsidiaries, the HK Companies, the PRC Subsidiaries, the PRC Affiliates and Anquyun (Tianjin) Information Technology Co., Ltd. ( 安趣云（天津）信息技术有限公司 ) are referred to collectively herein as the “ Group Companies ”, and each, a “ Group Company ”. The PRC Subsidiaries and the PRC Affiliates are referred to collectively herein as the “ PRC Companies ”, and each, a “ PRC Company ”.

RECITALS

A. The Company, the Founder Holdcos, the BVI Subsidiaries, the HK Companies, the PRC Companies, the Founders and Series A-2 Investors have entered into a series A-2 share purchase agreement on or about the date hereof (the “ Share Purchase Agreement ”), under which the Company agrees to issue and sell a total of 38,829,699 authorized series A-2 convertible preferred shares, par value US$0.000125 per share (the “ Series A -2 Preferred Shares ”, collectively with the Series Seed-A Preferred Shares, the Series Seed-B Preferred Shares, and the Series Seed-C Preferred Shares and the Series A-1 Preferred Shares, all of which are defined in the Restated Articles, the “ Preferred Shares ”. The Series A-1 Preferred Shares and the Series A-2 Preferred Shares are referred to as the “ Series A Preferred Shares ” herein), to Series A-2 Investors.

B. The Share Purchase Agreement provides that the execution and delivery of this Agreement by the parties shall be a condition precedent to the consummation of the transactions contemplated under the Share Purchase Agreement.

C. The parties hereto desire to enter into this Agreement to govern certain shareholder rights and other matters as set forth in this Agreement.

D. The parties hereto desire to enter into this Agreement to amend and restate that certain Shareholders Agreement by and among the Company, the Founders, the Founder Holdcos, the Series Seed-A Investors, the Series Seed-B Investors, the Series Seed-C Investors and certain other parties dated as of December 1, 2017 (the “ Prior Shareholders Agreement ”).

NOW, THEREFORE, in consideration of the foregoing recitals, the mutual promises hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1. INFORMATION RIGHTS; BOARD REPRESENTATION.

1.1 Information and Inspection Rights.

(a) Information Rights . Each of the Group Companies covenants and agrees that, commencing on the date of this Agreement, for so long as any Preferred Shares are outstanding, the Group Companies shall deliver to each holder of Preferred Shares, in English language and in a form acceptable to the Investors:

(i) audited annual consolidated financial statements and management reports, within one hundred and twenty (120) days after the end of each fiscal year, prepared in accordance with PRC generally accepted accounting principles (the “ PRC GAAP ”), International Financial Reporting Standards (the “ IFRS ”), United States generally accepted accounting principles (the “ US GAAP ”) or any other accounting principles approved by the board of directors of the Company (the “ Board ”) (which shall include the consents of a simple majority of the Preferred Directors including Series A Director) (collectively, the “ Accounting Standard ”), and audited by one of the Big Four accounting firms or such other reputable accounting firms selected by the Board (which shall include the consents of a simple majority of the Preferred Directors including Series A Director);

(ii) unaudited quarterly consolidated financial statements and management report, within thirty (30) days after the end of each quarter, prepared in conformance with the Accounting Standard;

(iii) unaudited monthly consolidated financial statements and management report, within twenty (20) days after the end of each month, prepared in conformance with the Accounting Standard;

(iv) an annual consolidated capital expenditure and operations budget of the Group Companies for the following fiscal year, as approved by the Board (which shall include the consents of a simple majority of the Preferred Directors including Series A Director) no less than forty-five (45) days prior to the end of each fiscal year;

(v) copies of all documents or other information of any Group Company sent to any shareholder;

(vi) copies of any reports filed by any Group Company with any relevant securities exchange, regulatory authority or governmental agency;

(vii) upon the written request by any holder of Preferred Shares, such other information as such holder of Preferred Shares shall reasonably request from time to time (the above rights, collectively, the “ Information Rights ”).

All financial statements to be provided to such holder of Preferred Shares pursuant to this Section 1.1(a) shall include an income statement, a balance sheet and a cash flow statement for the relevant period as well as for the fiscal year to-date and shall be prepared in conformance with the Accounting Standard. All management reports shall include a comparison of financial results with the corresponding quarterly and annual budgets.

(b) Inspection Rights . Each of the Group Companies further covenants and agrees that, commencing on the date of this Agreement, for so long as such holder of Preferred Shares holds more than five percent (5%) of the total issued and outstanding share capital of the Company (calculated on a fully-diluted and as-converted basis), such holder of Preferred Shares, at its own cost, shall have (i) the right to inspect facilities, records and books of the Group Companies at any time during regular working hours upon reasonable prior notice to the Group Companies and only in a manner so as not to interfere with the normal business operations of the Group Companies, and (ii) the right to discuss the business, operations and conditions of the Group Companies with their respective directors, officers, employees, accountants, legal counsel and investment bankers (the “ Inspection Rights ”).

(c) Termination of Rights . The Information Rights and the Inspection Rights shall terminate upon the consummation of a Qualified IPO (as defined below).

(d) Permitted Disclosure . The Investors shall be entitled to disclose the information acquired under the Information Rights and the Inspection Rights for the purposes of (i) fund reporting or inter-fund reporting or to their fund manager, other funds managed by their fund manager and their respective auditors, counsel, directors, officers, employees, partners, shareholders or investors; and (ii) public disclosures as required by applicable securities law or stock exchange rules.

1.2 Going Public; Lock up.

(a) The Group Companies and the Ordinary Shareholders undertake to use their best effort to achieve a firm commitment underwritten public offering of the shares of the Company (which shall be subject to the prior written consent of the Board pursuant to Section 9.2 of this Agreement and the Restated Articles) in the United States, that has been registered under the United States Securities Act of 1933, as amended from time to time, including any successor statutes, or in Hong Kong or Mainland China, or in a similar public offering or listing alternative in another jurisdiction on a recognized regional or national securities exchange approved by a simple majority of the Board (which shall include the consents of a simple majority of the Preferred Directors including Series A Director), with the gross proceeds to the Company of no less than US$100,000,000 and an implied equity valuation of the Company immediately after such offering of at least US$800,000,000, or any other public offering that does not satisfy the aforesaid gross proceeds or equity valuation as approved by the holders of at least fifty percent (50%) of the voting power of the issued and outstanding Series A Preferred Shares, on an as-converted basis and voting together as a single class (the “ Series A Preferred Majority ”) (which shall include the consent of Sina), the holders of at least fifty percent (50%) of the voting power of the issued and outstanding Series Seed-A Preferred Shares, Series Seed-B Preferred Shares and Series Seed-C Preferred

Shares, on an as-converted basis and voting together as a single class (“ Series Seed Preferred Majority ”) and the holders of at least fifty percent (50%) of the voting power of the issued and outstanding Ordinary Shares (“ Qualified IPO ”).

(b) Each of the Group Companies and the management team of the Company undertake to take all steps consistent with the requirements of applicable laws and regulations to minimize the lock-up of the holders of Preferred Shares (or Ordinary Shares upon conversion of the Preferred Shares) and the holders of Ordinary Shares in the event of an IPO (for the purpose of this Agreement, “ IPO ” shall mean any initial public offering of the shares of the Company).

(c) Each shareholder of the Company undertakes to use its reasonable best efforts to assist the Company achieving a Qualified IPO as soon as practical.

1.3 Board of Directors .

(a) The Restated Articles shall provide that the Board shall consist of up to seven (7) members, which number of members shall not be changed except pursuant to an amendment to the Restated Articles. Effective from the date hereof, at each election of directors of the Company, the holders of Preferred Shares and each holder of Ordinary Shares of the Company (other than the Ordinary Shares converted from Preferred Shares) (“ Ordinary Shareholder ”) hereby consent and agree to cast all shares of outstanding voting capital stock of the Company now held or subsequently acquired by such shareholders in favor of electing the following persons to the Board: (A) one (1) nominee designated by Ventech China II SICAR (“ Ventech China ”), for so long as Ventech China holds no less than five percent (5%) of the total issued and outstanding share capital of the Company (calculated on a fully-diluted and as-converted basis) (the “Series Seed- A-2 Director” ); (B) one (1) nominee designated by Xiaomi Ventures Limited (“ Xiaomi Ventures ”), for so long as Xiaomi Ventures holds no less than five percent (5%) of the total issued and outstanding share capital of the Company (calculated on a fully-diluted and as-converted basis) (the “ Series Seed-B Director ” ); (C) one (1) nominee designated by New Fortune Fund L.P. (“ Sina ”), for so long as Sina holds no less than five percent (5%) of the total issued and outstanding share capital of the Company (calculated on a fully-diluted and as-converted basis) (the “ Series A Director ” , together with the Series Seed-A-2 Director and the Series Seed-B Director, the “ Preferred Directors ”); and (D) four (4) nominees designated by the Founder Holdcos holding at least fifty percent (50%) of the voting power of the issued and outstanding Ordinary Shares held by all the Founder Holdcos (the “Ordinary Shares Directors” ).

(b) Each of the holders of Preferred Shares and the Ordinary Shareholders also agrees to vote all of his, her or its shares in the Company from time to time and at all times in whatever manner as may be necessary to ensure that (i) no director elected pursuant to this Section 1.3 may be removed unless (u) with respect to the Ordinary Shares Directors, such removal is directed or approved by the Founder Holdcos holding at least fifty percent (50%) of the voting power of the issued and outstanding Ordinary Shares held by all the Founder Holdcos, (v) with respect to Series Seed-A-2 Director, such removal is directed or approved by Ventech China, for so long as Ventech China has the right to designate Series Seed-A-2 Director, (w) with respect to Series Seed-B Director, such removal is directed or approved by Xiaomi Ventures, for so long as Xiaomi Ventures has the right to designate Series Seed-B Director, or (x) with respect to Series A Director, such removal is directed or approved by Sina, for so long as Sina has the right to designate the Series A Director, (ii)

notwithstanding anything to the contrary contained herein, the director designated by the person(s) or entity(ies) originally entitled to designate or approve such director or occupy such Board seat pursuant to this Section 1.3 but no longer so entitled shall be removed; and (iii) any vacancies created by the resignation, removal (other than removal in accordance with the preceding clause (ii)) or death of a director elected pursuant to this Section 1.3 shall be filled pursuant to the provisions of this Section 1.3.

(c) Each of the other Group Companies shall maintain the same directors and the same composition of the Board as the Company following the Subsequent Closing (as defined in the Share Purchase Agreement).

(d) Matrix Partners China III Hong Kong Limited (“ Matrix ”), for so long as it holds fifty percent (50%) of the total Preferred Shares originally issued to it pursuant to certain share purchase agreement dated December 1, 2017 and entered into by the Company, the Founder Holdcos, the Founders, the Group Companies and other certain Investors (“ Prior Share Purchase Agreement ”) (calculated on a fully-diluted and as-converted basis) of the Company, and Vertex Asia Fund Pte. Ltd. (“ Vertex ”), for so long as it holds fifty percent (50%) of the total Preferred Shares originally issued to it pursuant to the Prior Share Purchase Agreement (calculated on a fully-diluted and as-converted basis) of the Company, shall have the right to jointly appoint one (1) representative to attend all meetings of the Board and all subcommittees of the Board as an observer (the “ Joint Observer ”) in a nonvoting capacity, it being understood that the right to designate the representative who shall be jointly appointed by Matrix and Vertex to the Company as the Observer shall be changed in rotation annually with the first Observer to be the representative of Matrix. In the event that Xiaomi Ventures is no longer entitled to designate the Series Seed-B Director but still holds fifty percent (50%) of the total Series Seed-B Preferred Shares originally issued to it pursuant to the Prior Share Purchase Agreement (calculated on a fully-diluted and as-converted basis) share of the Company, it shall have the right to appoint one (1) representative to attend all meetings of the Board and all subcommittees of the Board as an observer (the “ Xiaomi Observer ”) in a nonvoting capacity. So long as Investec holds any Series Seed-C Preferred Shares, it shall have the right to appoint one (1) representative to attend all meetings of the Board and all subcommittees of the Board as an observer (the “ Investec Observer ”) in a nonvoting capacity. So long as Mandra iBase Limited holds any Series A-1 Preferred Shares, it shall have the right to appoint one (1) representative to attend all meetings of the Board and all subcommittees of the Board as an observer (the “ Mandra Observer ”) in a nonvoting capacity. So long as Sina holds no less than fifty percent (50%) of the total Series A-2 Preferred Shares originally issued to it pursuant to the Share Purchase Agreement (calculated on a fully-diluted and as-converted basis) and regardless of whether Sina is still entitled to designate a director to the Board pursuant to Section 1.3(a), it shall have the right to appoint one (1) representative to attend all meetings of the Board and all subcommittees of the Board as an observer (the “ Sina Observer ”, together with the Joint Observer, the Xiaomi Observer, the Mandra Observer and the Investec Observer, the “ Observers ”, and each, an “ Observer ”) in a nonvoting capacity. The Company shall give the Observers copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided however, that the Observers shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided; and provided further, that the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the attorney-client

privilege between the Company and its counsel, result in disclosure of trade secrets, or a conflict of interest.

(e) The rights set forth in this Section 1.3 shall terminate upon the consummation of a Qualified IPO pursuant to stock exchange requirements for good corporate governance.

1.4 Dividends . All of the shareholders of the Company agree to distribute a dividend every year if the Company’s working capital for the next year is sufficient. The detailed plan for such dividend distribution will need the approval by the Board (which shall include the affirmative votes of a simple majority of Preferred Directors). This Section 1.4 shall terminate upon the consummation of a Qualified IPO.

2. REGISTRATION RIGHTS.

2.1 Applicability of Rights . The Holders (as defined below) shall be entitled to the following rights with respect to any proposed public offering of the Company’s Ordinary Shares in the United States and shall be entitled to reasonably equivalent or analogous rights with respect to any other offering of the Company’s securities in Hong Kong or any other jurisdiction in which the Company undertakes to publicly offer or list such securities for trading on a recognized securities exchange.

2.2 Definitions . For purposes of this Section 2:

(a) Registration . The terms “ register ,” “ registered ,” and “ registration ” refer to a registration effected by filing a registration statement which is in a form which complies with, and is declared effective by the SEC (as defined below) in accordance with, the Securities Act.

(b) Registrable Securities . The term “ Registrable Securities ” means: (1) any Ordinary Shares of the Company issued or issuable pursuant to conversion of any Preferred Shares, (2) any Ordinary Shares issued (or issuable upon the conversion or exercise of any warrant, right or other security which is issued) as a dividend or other distribution with respect to, or in exchange for or in replacement of, any Preferred Shares, and (3) any Ordinary Shares of the Company owned or hereafter acquired by the holder(s) of Preferred Shares. Notwithstanding the foregoing, “ Registrable Securities ” shall exclude any Registrable Securities sold by a person in a transaction in which rights under this Section 2 are not validly assigned in accordance with this Agreement, and any Registrable Securities which are sold in a registered public offering under the Securities Act or analogous statute of another jurisdiction, or sold pursuant to Rule 144 promulgated under the Securities Act or analogous rule of another jurisdiction.

(c) Registrable Securities Then Outstanding . The number of shares of “ Registrable Securities then outstanding ” shall mean the number of Ordinary Shares of the Company that are Registrable Securities and are then issued and outstanding, issuable upon conversion of Preferred Shares then issued and outstanding, or issuable upon conversion or exercise of any warrant, right or other security then outstanding.

(d) Holder . For purposes of this Section 2, the term “ Holder ” means any person owning or having the rights to acquire Registrable Securities or any permitted

assignee of record of such Registrable Securities to whom rights under this Section 2 have been duly assigned in accordance with this Agreement.

(e) Form F-3 . The term “ Form F-3 ” means such respective form under the Securities Act or any successor registration form under the Securities Act subsequently adopted by the SEC which permits inclusion or incorporation of substantial information by reference to other documents filed by the Company with the SEC.

(f) SEC . The term “ SEC ” or “ Commission ” means the U.S. Securities and Exchange Commission.

(g) Registration Expenses . The term “ Registration Expenses” shall mean all expenses incurred by the Company in complying with Sections 2.3, 2.4 and 2.5 hereof, including, without limitation, all registration and filing fees, printing expenses, fees, and disbursements of counsel for the Company, reasonable fees and disbursements of one counsel for all the Holders, “blue sky” fees and expenses and the expense of any special audits incident to or required by any such registration (but excluding the compensation of regular employees of the Company which shall be paid in any event by the Company).

(h) Selling Expenses . The term “ Selling Expenses ” shall mean all underwriting discounts and selling commissions applicable to the sale of Registrable Securities pursuant to Sections 2.3, 2.4 and 2.5 hereof.

(i) Exchange Act . The term “ Exchange Act ” shall mean the Securities Exchange Act of 1934, as amended, and any successor statute.

2.3 Demand Registration.

(a) Request by Holders . If the Company shall, at any time after the earlier of (i) that date that is four (4) years following the Closing Date (as defined in the Share Purchase Agreement) or (ii) the closing of an IPO, receive a written request from the Holders of at least 20% of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 2.3, then the Company shall, within ten (10) business days of the receipt of such written request, give written notice of such request (the “ Request Notice ”) to all Holders, and use its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) days after receipt of the Request Notice, subject only to the limitations of this Section 2.3; provided that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 2.3 or Section 2.5 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 2.4, other than a registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 2.4(a). The Company shall be obligated to effect no more than three (3) registrations pursuant to this Section 2.3. For purposes of this Agreement, reference to registration of securities under the Securities Act and the Exchange Act shall be deemed to mean the equivalent registration in a jurisdiction other than the United States as designated by such Holders, it being understood and agreed that in each such case all references in this

Agreement to the Securities Act, the Exchange Act and rules, forms of registration statements and registration of securities thereunder, U.S. law and the SEC, shall be deemed to refer, to the equivalent statutes, rules, forms of registration statements, registration of securities and laws of and equivalent government authority in the applicable non-U.S. jurisdiction. In addition, “Form F-3” shall be deemed to refer to Form S-3 or any comparable form under the U.S. securities laws in the condition that the Company is not at that time eligible to use Form F-3.

(b) Underwriting . If the Holders initiating the registration request under this Section 2.3 (the “ Initiating Holders ”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.3 and the Company shall include such information in the Request Notice. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.3, if the underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, then the Company shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders); provided , however , that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities are first entirely excluded from the underwriting and registration including, without limitation, all shares that are not Registrable Securities and are held by any other person, including, without limitation, any person who is an employee, officer or director of the Company or any subsidiary of the Company; provided further , that at least twenty-five percent (25)% of shares of Registrable Securities requested by the Holders to be included in such underwriting and registration shall be so included. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter(s), delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration.

(c) Deferral . Notwithstanding the foregoing, if the Company shall furnish to Holders requesting registration pursuant to this Section 2.3, a certificate signed by the President or Chief Executive Officer of the Company stating that in the good faith judgment of the Board, it would be materially detrimental to the Company and its shareholders for such registration statement to be filed at such time, then the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders; provided , however , that the Company may not utilize this right more than once in any twelve (12) month period; provided further, that the Company shall not register

any other of its shares during such twelve (12) month period. A demand right shall not be deemed to have been exercised until such deferred registration shall have been effected.

2.4 Piggyback Registrations .

(a) The Company shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any employee benefit plan or a corporate reorganization), and shall afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by it shall within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

(b) Underwriting . If a registration statement under which the Company gives notice under this Section 2.4 is for an underwritten offering, then the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder’s Registrable Securities to be included in a registration pursuant to this Section 2.4 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Agreement but subject to Section 4, if the managing underwriter(s) determine(s) in good faith that marketing factors require a limitation of the number of shares to be underwritten, then the managing underwriter(s) may exclude shares from the registration and the underwriting, and the number of shares that may be included in the registration and the underwriting shall be allocated, first , to the Company, second , to each of the holders of Series A-2 Preferred Shares requesting inclusion of their Registrable Securities in such registration statement on a pro rata basis based on the total number of shares of Registrable Securities then held by each such holder, third , to each of the holders of Series A-1 Preferred Shares requesting inclusion of their Registrable Securities in such registration statement on a pro rata basis based on the total number of shares of Registrable Securities then held by each such holder, fourth , to each of the holders of Series Seed-C Preferred Shares requesting inclusion of their Registrable Securities in such registration statement on a pro rata basis based on the total number of shares of Registrable Securities then held by each such holder, fifth , to each of the holders of Series Seed-B Preferred Shares requesting inclusion of their Registrable Securities in such registration statement on a pro rata basis based on the total number of shares of Registrable Securities then held by each such holder, sixth , to each of the holders of Series Seed-A Preferred Shares requesting inclusion of their Registrable Securities in such registration statement on a pro rata basis based on the total number of shares of Registrable Securities

then held by each such holder, and seventh , to holders of other securities of the Company; provided , however , that the right of the underwriter(s) to exclude shares (including Registrable Securities) from the registration and underwriting as described above shall be restricted so that (i) the number of Registrable Securities included in any such registration is not reduced below twenty-five percent (25%) of the aggregate number of shares of Registrable Securities for which inclusion has been requested; and (ii) all shares that are not Registrable Securities and are held by any other person, including, without limitation, any person who is an employee, officer or director of the Company (or any subsidiary of the Company) shall first be excluded from such registration and underwriting before any Registrable Securities are so excluded. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter(s), delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration.

(c) Not Demand Registration . Registration pursuant to this Section 2.4 shall not be deemed to be a demand registration as described in Section 2.3 above. There shall be no limit on the number of times the Holders may request registration of Registrable Securities under this Section 2.4.

2.5 Form F-3 . In case the Company shall receive from any Holder or Holders of 20% of the Registrable Securities then outstanding a written request or requests that the Company effect a registration on Form F-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, then the Company will:

(a) Notice . Promptly give written notice of the proposed registration and the Holder’s or Holders’ request therefor, and any related qualification or compliance, to all other Holders of Registrable Securities; and

(b) Registration . As soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holders or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within twenty (20) days after the Company provides the notice contemplated by Section 2.5(a); provided , however , that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.5:

(i) if Form F-3 is not available for such offering by the Holders;

(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than US$ 20,000,000;

(iii) if the Company shall furnish to the Holders a certificate signed by the President or Chief Executive Officer of the Company stating that in the good faith judgment of the Board, it would be materially detrimental to the Company and its shareholders for such Form F-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form F-3 registration statement no

more than once during any twelve (12) month period for a period of not more than ninety (90) days after receipt of the request of the Holder or Holders under this Section 2.5; provided that the Company shall not register any of its other shares during such ninety (90) day period;

(iv) if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act other than a registration from which the Registrable Securities of Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Sections 2.3(b) and 2.4(a); or

(v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance.

Subject to the foregoing, the Company shall file a Form F-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders.

(c) Not Demand Registration . Form F-3 registrations shall not be deemed to be demand registrations as described in Section 2.3 above. Except as otherwise provided herein, there shall be no limit on the number of times the Holders may request registration of Registrable Securities under this Section 2.5.

2.6 Expenses . All Registration Expenses incurred in connection with any registration pursuant to Sections 2.3, 2.4 or 2.5 (but excluding Selling Expenses) shall be borne by the Company. Each Holder participating in a registration pursuant to Sections 2.3, 2.4 or 2.5 shall bear such Holder’s proportionate share (based on the total number of shares sold in such registration other than for the account of the Company) of all Selling Expenses or other amounts payable to underwriter(s) or brokers, in connection with such offering by the Holders. Notwithstanding the foregoing, the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.3 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered, unless the Holders of a majority of the Registrable Securities then outstanding agree that such registration constitutes the use by the Holders of one (1) demand registration pursuant to Section 2.3; provided further, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business, or prospects of the Company not known to the Holders at the time of their request for such registration and have withdrawn their request for registration with reasonable promptness after learning of such material adverse change, then the Holders shall not be required to pay any of such expenses and such registration shall not constitute the use of a demand registration pursuant to Section 2.3.

2.7 Obligations of the Company . Whenever required to effect the registration of any Registrable Securities under this Agreement the Company shall, as expeditiously as reasonably possible:

(a) Registration Statement . Prepare and file with the SEC a registration statement with respect to such Registrable Securities and use its best efforts to cause such registration statement to become effective, and, upon the request of the Holders of a majority of the Registrable Securities registered thereunder, keep such registration statement effective for a period of up to ninety (90) days or, in the case of Registrable Securities registered under

Form F-3 in accordance with Rule 415 under the Securities Act or a successor rule, until the distribution contemplated in the registration statement has been completed; provided , however , that (i) such ninety (90) day period shall be extended for a period of time equal to the period any Holder refrains from selling any securities included in such registration at the request of the underwriter(s), and (ii) in the case of any registration of Registrable Securities on Form F-3 which are intended to be offered on a continuous or delayed basis, such ninety (90) day period shall be extended, if necessary, to keep the registration statement effective until all such Registrable Securities are sold.

(b) Amendments and Supplements . Prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement.

(c) Prospectuses . Furnish to the Holders such number of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of the Registrable Securities owned by them that are included in such registration.

(d) Blue Sky . Use its best efforts to register and qualify the securities covered by such registration statement under such other securities or “blue sky” laws of such jurisdictions as shall be reasonably requested by the Holders, provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act.

(e) Underwriting . In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement in usual and customary form, with the managing underwriter(s) of such offering. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement.

(f) Notification . Notify each Holder of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of (i) the issuance of any stop order by the SEC in respect of such registration statement, or (ii) the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing.

(g) Opinion and Comfort Letter . Furnish, at the request of any Holder requesting registration of Registrable Securities, on the date that such Registrable Securities are delivered to the underwriter(s) for sale, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective, (i) an opinion, dated as of such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering and reasonably satisfactory to a majority in interest of the Holders requesting

registration, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities and (ii) letters dated as of (x) the effective date of the registration statement covering such Registrable Securities and (y) the closing date of the offering, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering and reasonably satisfactory to a majority in interest of the Holders requesting registration, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities.

2.8 Furnish Information . It shall be a condition precedent to the obligations of the Company to take any action pursuant to Sections 2.3, 2.4 or 2.5 that the selling Holders shall furnish to the Company such information regarding themselves, the Registrable Securities held by them and the intended method of disposition of such securities as shall be required to timely effect the Registration of their Registrable Securities.

2.9 Indemnification . In the event any Registrable Securities are included in a registration statement under Sections 2.3, 2.4 or 2.5:

(a) By the Company . To the extent permitted by law, the Company will indemnify and hold harmless each Holder, its partners, officers, directors, legal counsel, any underwriter (as defined in the Securities Act) for such Holder and each person, if any, who controls such Holder or underwriter within the meaning of the Securities Act or the Exchange Act, against any losses, claims, damages, or liabilities (joint or several) to which they may become subject under the Securities Act, the Exchange Act, or other United States federal or state law, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively a “ Violation ”):

(i) any untrue statement or alleged untrue statement of a material fact contained in such registration statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto;

(ii) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading; or

(iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any United States federal or state securities law, or any rule or regulation promulgated under the Securities Act, the Exchange Act, or any United States federal or state securities law in connection with the offering covered by such registration statement;

and the Company will reimburse each such Holder, its partner, officer, director, legal counsel, underwriter or controlling person for any legal or other expenses reasonably incurred by them, as such expenses are incurred, in connection with investigating or defending any such loss, claim, damage, liability or action; provided , however , that the indemnity agreement contained in this subsection 2.9(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld), nor shall the Company be liable in any such case for any such loss, claim, damage, liability or action to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection

with such registration by such Holder, partner, officer, director, legal counsel, underwriter or controlling person of such Holder.

(b) By Selling Holders . To the extent permitted by law, each selling Holder will, if Registrable Securities held by Holder are included in the securities as to which such registration qualifications or compliance is being effected, indemnify and hold harmless the Company, each of its directors, each of its officers who has signed the registration statement, each person, if any, who controls the Company within the meaning of the Securities Act, any underwriter and any other Holder selling securities under such registration statement or any of such other Holder’s partners, directors, officers, legal counsel or any person who controls such Holder within the meaning of the Securities Act or the Exchange Act, against any losses, claims, damages or liabilities (joint or several) to which the Company or any such director, officer, legal counsel, controlling person, underwriter or other such Holder, partner or director, officer or controlling person of such other Holder may become subject under the Securities Act, the Exchange Act or other United States federal or state law, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by such Holder expressly for use in connection with such registration; and each such Holder will reimburse any legal or other expenses reasonably incurred by the Company or any such director, officer, controlling person, underwriter or other Holder, partner, officer, director or controlling person of such other Holder in connection with investigating or defending any such loss, claim, damage, liability or action; provided , however , that the indemnity agreement contained in this subsection 2.9(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder, which consent shall not be unreasonably withheld; and provided , further , that in no event shall any indemnity under this Section 2.9(b) exceed the net proceeds received by such Holder in the registered offering out of which the applicable Violation arises.

(c) Notice . Promptly after receipt by an indemnified party under this Section 2.9 of notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 2.9, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided , however , that an indemnified party shall have the right to retain its own counsel, with the fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential conflict of interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall relieve such indemnifying party of liability to the indemnified party under this Section 2.9 to the extent the indemnifying party is prejudiced as a result thereof, but the omission to so deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.9.

(d) Contribution . In order to provide for just and equitable contribution to joint liability under the Securities Act in any case in which either (i) any indemnified party makes a claim for indemnification pursuant to this Section 2.9 but it is judicially determined

(by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this Section 2.9 provides for indemnification in such case, or (ii) contribution under the Securities Act may be required on the part of any indemnified party in circumstances for which indemnification is provided under this Section 2.9; then, and in each such case, the indemnified party and the indemnifying party will contribute to the aggregate losses, claims, damages or liabilities to which they may be subject (after contribution from others) in such proportion so that a Holder (together with its related persons) is responsible for the portion represented by the percentage that the public offering price of its Registrable Securities offered by and sold under the registration statement bears to the public offering price of all securities offered by and sold under such registration statement, and the Company and other selling Holders are responsible for the remaining portion. The relative fault of the indemnifying party and of the indemnified party shall be determined by a court of law by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission; provided , however , that, in any such case: (A) no Holder will be required to contribute any amount in excess of the net proceeds to such Holder from the sale of all such Registrable Securities offered and sold by such Holder pursuant to such registration statement; and (B) no person or entity guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any person or entity who was not guilty of such fraudulent misrepresentation.

(e) Survival; Consents to Judgments and Settlements . The obligations of the Company and Holders under this Section 2.9 shall survive the completion of any offering of Registrable Securities in a registration statement, regardless of the expiration of any statutes of limitation or extensions of such statutes. No indemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.

2.10 Termination of the Company’s Obligations . The registration rights under this Section 2 shall terminate upon the earlier of: (i) the date that is five (5) years following the consummation of the Qualified IPO, or, (ii) as to any Holder, when all Registrable Securities held by such Holder (together with any affiliate of such Holder with whom such Holder must aggregate its sales under SEC Rule 144) could be sold without restriction under SEC Rule 144(b)(1) within a ninety (90) day period.

2.11 No Registration Rights to Third Parties . Without the approval of the Board (which shall include the consents of a simple majority of Preferred Directors), the Company covenants and agrees that it shall not grant, or cause or permit to be created, for the benefit of any person or entity any registration rights of any kind (whether similar to the demand, “piggyback” or Form F-3 registration rights described in this Section 2, or otherwise) relating to any securities of the Company which are senior to, or on a parity with, those granted to the Holders of Registrable Securities.

2.12 Rule 144 Reporting . With a view to making available to the Holders the benefits of certain rules and regulations of the SEC which may at any time permit the sale of

the Registrable Securities to the public without registration or pursuant to a registration on Form F-3, after such time as a public market exists for the Ordinary Shares, the Company agrees to:

(a) Make and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Act, at all times after the effective date of the first registration under the Securities Act filed by the Company for an offering of its securities to the general public;

(b) File with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements); and

(c) So long as a Holder owns any Registrable Securities, to furnish to such Holder forthwith upon request (i) a written statement by the Company as to its compliance with the reporting requirements of Rule 144 (at any time after ninety (90) days after the effective date of the Company’s initial public offering), the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), or its qualification as a registrant whose securities may be resold pursuant to Form F-3 (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company, and (iii) such other reports and documents of the Company as a Holder may reasonably request in availing itself of any rule or regulation of the SEC that permits the selling of any such securities without registration or pursuant to Form F-3.

2.13 Market Stand-Off . Each party agrees that, so long as it holds any voting securities of the Company, upon request by the Company or the underwriters managing the initial public offering of the Company’s securities, it will not sell or otherwise transfer or dispose of any securities of the Company (other than those permitted to be included in the registration and other transfers to affiliates permitted by law) without the prior written consent of the Company or such underwriters, as the case may be, for a period of time specified by the representative of the underwriters not to exceed 180 days from the effective date of the registration statement covering such initial public offering or the pricing date of such offering as may be requested by the underwriters. The Company shall use commercially reasonable efforts to take all steps to shorten such lock-up period. The foregoing provision of this Section 2.13 shall not apply to the sale of any securities of the Company to an underwriter pursuant to any underwriting agreement, and shall only be applicable to the Holders if all other shareholders of the Company enter into similar agreements, and if the Company or any underwriter releases any other shareholder from his, her or its sale restrictions so undertaken, then each Holder shall be notified prior to such release and shall itself be simultaneously released to the same proportional extent. The Company shall require all future acquirers of the Company’s securities to execute prior to an IPO a market stand-off agreement containing substantially similar provisions as those contained in this Section 2.13.

3. RIGHT OF PARTICIPATION.

3.1 General . The holders of Preferred Shares and any holder of Preferred Shares to which rights under this Section 3 have been duly assigned in accordance with Section 7 (hereinafter referred to as a “ Participation Rights Holder ”) shall have the right of first refusal to purchase such Participation Rights Holder’s Pro Rata Share (as defined below), of

all (or any part) of any New Securities (as defined in Section 3.3) that the Company may from time to time issue after the date of this Agreement (the “ Right of Participation ”).

3.2 Pro Rata Share . A Participation Rights Holder’s “ Pro Rata Share ” for purposes of the Right of Participation is the ratio of (a) the total number of Ordinary Shares issuable upon conversion of Preferred Shares held by such Participation Rights Holder, to (b) the total number of Ordinary Shares then outstanding (including Ordinary Shares issuable upon conversion of all outstanding Preferred Shares of the Company) immediately prior to the issuance of New Securities giving rise to the Right of Participation.

3.3 New Securities . “ New Securities ” shall mean any Preferred Shares, Ordinary Shares or other voting shares of the Company and rights, options or warrants to purchase such Preferred Shares, Ordinary Shares and securities of any type whatsoever that are, or may become, convertible or exchangeable into such Preferred Shares, Ordinary Shares or other voting shares, provided, however, that the term “New Securities” shall not include:

(a) any Ordinary Shares (and/or options or warrants therefor) issued to employees, officers, directors, contractors, advisors or consultants of the Company pursuant to the Company’s employee share option plans (the “ ESOP ”) that shall be approved by the Board with the total number of 45,270,697 Ordinary Shares reserved thereunder (“ ESOP Shares ”), or pursuant to any amendment to the ESOP as approved by the Board (which shall include the affirmative votes of a simple majority of the Preferred Directors including Series A Director in accordance with this Agreement and the Restated Articles);

(b) any securities issued in connection with any share split, share dividend or other similar event in which all Participation Rights Holders are entitled to participate on a pro rata basis;

(d) any securities issued upon the exercise, conversion or exchange of any outstanding security if such outstanding security constituted a New Security;

(e) any securities issued pursuant to the bona fide acquisition of another corporation or entity by the Company by consolidation, merger, purchase of assets, or other reorganization in which the Company acquires, in a single transaction or series of related transactions, all or substantially all assets of such other corporation or entity, or fifty percent (50%) or more of the equity ownership or voting power of such other corporation or entity, which acquisition shall be as approved by the Series Seed Preferred Majority and the Series A Preferred Majority (which shall include the consent of Sina); or

(f) Ordinary Shares issued upon conversion of Preferred Shares.

3.4 Procedures.

(a) First Participation Notice . In the event that the Company proposes to undertake an issuance of New Securities (in a single transaction or a series of related transactions), it shall give to each Participation Rights Holder written notice of its intention to issue New Securities (the “ First Participation Notice ”), describing the amount and type of New Securities, the price and the general terms upon which the Company proposes to issue such New Securities. Each Participation Rights Holder shall have twenty (20) business days

from the date of receipt of any such First Participation Notice to agree in writing to purchase such Participation Rights Holder’s Pro Rata Share of such New Securities for the price and upon the terms and conditions specified in the First Participation Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Participation Rights Holder’s Pro Rata Share). If any Participation Rights Holder fails to so agree in writing within such twenty (20) business day period to purchase such Participation Rights Holder’s full Pro Rata Share of an offering of New Securities, or any Participation Rights Holder waive s its Right of Participation as stipulated in this subsection (a) hereof, then such Participation Rights Holder shall forfeit the right hereunder to purchase that part of its Pro Rata Share of such New Securities that it did not agree to purchase.

(b) Second Participation Notice; Oversubscription . If any Participating Rights Holder fails or declines to exercise its Right of Participation in accordance with subsection (a) above, the Company shall promptly give notice (the “ Second Participation Notice ”) to other Participating Rights Holders who have exercised their Right of Participation (the “ Right Participants ”) in accordance with subsection (a) above. Each Right Participant, other than a Participating Rights Holder who fails or declines to exercise its Right of Participation in accordance with subsection (a) above, shall have five (5) business days from the date of the Second Participation Notice (the “ Second Participation Period ”) to notify the Company of its desire to purchase more than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buy (the “ Additional Number ”). Such notice may be made by telephone if confirmed in writing within in two (2) business days. If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each oversubscribing Right Participant will be cut back by the Company with respect to its oversubscription to that number of remaining New Securities equal to the lesser of (x) the Additional Number and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of Ordinary Shares issuable upon conversion of Preferred Shares held by such oversubscribing Right Participant and the denominator of which is the total number of Ordinary Shares issuable upon conversion of Preferred Shares held by all the oversubscribing Right Participants. Each Right Participant shall be obligated to buy such number of New Securities as determined by the Company pursuant to this Section 3.4 and the Company shall so notify the Right Participants within fifteen (15) business days following the date of the Second Participation Notice.

3.5 Failure to Exercise . Upon the expiration of the Second Participation Period, or in the event no Participation Rights Holder exercises the Right of Participation within twenty (20) business days following the issuance of the First Participation Notice, the Company shall have ninety (90) days thereafter to sell the New Securities described in the First Participation Notice (with respect to which the Right of Participation hereunder were not exercised) at the same or higher price and upon non-price terms not materially more favorable to the purchasers thereof than specified in the First Participation Notice. In the event that the Company has not issued and sold such New Securities within such ninety (90) day period, then the Company shall not thereafter issue or sell any New Securities without again first offering such New Securities to the Participation Rights Holders pursuant to this Section 3.

3.6 Termination . The Right of Participation for each Participation Rights Holder shall terminate upon the consummation of a Qualified IPO.

4. TRANSFER RESTRICTIONS.

4.1 Certain Definitions . For purposes of this Section 4, “ Preferred Shareholder ” means each of the holders of Preferred Shares and Ordinary Shares converted thereof and their permitted assignees to whom their rights under this Section 4 have been duly assigned in accordance with this Agreement.

4.2 Sale of Shares; Notice of Sale . Subject to Sections 4.5 and 4.7 of this Agreement, if any shareholder of the Company that is not a Series A Investor, a Series Seed-A-2 Investor, a Series Seed-B Investor or a Series Seed-C Investor (the “ Selling Shareholder ”) proposes to sell or transfer any shares or securities of the Company held by him/it, then the Selling Shareholder shall promptly give written notice (the “ Transfer Notice ”) to the Company and each other shareholder of the Company (collectively, the “ Non-Selling Shareholders ”) prior to such sale or transfer. The Notice shall describe in reasonable detail the proposed sale or transfer including, without limitation, the number of the Company’s securities to be sold or transferred (the “ Offered Shares ”), the nature of such sale or transfer, the consideration to be paid, and the name and address of each prospective purchaser or transferee.

4.3 Non-Selling Shareholder’s Right of First Refusal . The Non-Selling Shareholders shall have an option for a period of thirty (30) days from receipt of the Transfer Notice to elect to purchase all or any portion of the Offered Shares at the same price and subject to the same terms and conditions as described in the Transfer Notice. The Non-Selling Shareholders may exercise such purchase option and purchase all or any portion of the Offered Shares by notifying the Selling Shareholder in writing before expiration of such thirty (30) days period as to the number of shares that it wishes to purchase. Non-Selling Shareholder will have the right, by delivery of written notice (the “ First Refusal Notice ”) to the Selling Shareholder, the Company and each other Non-Selling Shareholder within thirty (30) days after receipt of Transfer Notice (the “ First Refusal Period ”) of its election to exercise its right of first refusal hereunder. The Non-Selling Shareholder’s First Refusal Notice shall set forth the number of Offered Shares that such Non-Selling Shareholder wishes to purchase, which amount shall not exceed the First Refusal Allotment (as defined below) of such Non-Selling Shareholder. Such right of first refusal shall be exercised as follows:

(a) First Refusal Allotment . Each Non-Selling Shareholder shall have the right to purchase that number of the Offered Shares (the “ First Refusal Allotment ”) equivalent to the product obtained by multiplying the aggregate number of the Offered Shares by a fraction, the numerator of which is the number of Ordinary Shares issuable upon conversion of Preferred Shares held by such Non-Selling Shareholder at the time of the transaction and the denominator of which is the total number of Ordinary Shares issuable upon conversion of Preferred Shares owned by all Non-Selling Shareholders at the time of the transaction in the right of first refusal purchase. A Non-Selling Shareholder shall not have a right to purchase any of the Offered Shares unless it exercises its right of first refusal within the First Refusal Period to purchase up to all of its First Refusal Allotment of the Offered Shares. To the extent that any Non-Selling Shareholder does not exercise its right of first refusal to the full extent of its First Refusal Allotment, the Selling Shareholder and the exercising Non-Selling Shareholders shall, at the exercising Non-Selling Shareholders’ sole discretion, within five (5) days after the end of the First Refusal Period, make such adjustment to the First Refusal Allotment of each exercising Non-Selling Shareholder so that any additional Offered Shares may be allocated to those Non-Selling Shareholders exercising their rights of first refusal on a pro rata basis.

(b) Expiration Notice . Within ten (10) days after expiration of the First Refusal Period, the Company will give written notice (the “ First Refusal Expiration Notice” ) to the Selling Shareholder and each Non-Selling Shareholder specifying either (i) that all of the Offered Shares were subscribed by the Non-Selling Shareholders exercising their rights of first refusal, or (ii) that the Non-Selling Shareholders have not subscribed all of the Offered Shares, in which case the First Refusal Expiration Notice will specify the number of the residual Offered Shares for the purpose of the co-sale rights of the holders of the Preferred Shares described in Section 4.4 below.

(c) Purchase Price and Payment . The purchase price for the Offered Shares to be purchased by the Non-Selling Shareholders exercising their right of first refusal will be the price set forth in the Transfer Notice, but will be payable as set forth below. If the purchase price in the Transfer Notice includes consideration other than cash, the cash equivalent value of the non-cash consideration will be determined by the Board (which shall include the consent of a simple majority of Preferred Directors) in good faith, which determination will be binding upon the Company, the Non-Selling Shareholders, and the Selling Shareholder, absent fraud or error. Payment of the purchase price for the Offered Shares purchased by the Non-Selling Shareholders shall be made within ten (10) days following the date of the First Refusal Expiration Notice. Payment of the purchase price will be made by wire transfer or check as directed by the Selling Shareholder.

(d) Rights of a Selling Shareholder . If any Non-Selling Shareholder exercises its right of first refusal to purchase the Offered Shares, then, upon the date the notice of such exercise is given by such Non-Selling Shareholder, as the case may be, the Selling Shareholder will have no further rights as a holder of such Offered Shares except the right to receive payment for such Offered Shares from such Non-Selling Shareholder in accordance with the terms of this Agreement, and the Selling Shareholder will forthwith cause all certificate(s) evidencing such Offered Shares to be surrendered to such Non-Selling Shareholder together with an executed instrument of transfer.

(e) Application of Co-Sale Rights . If the Non-Selling Shareholders have not elected to purchase all of the Offered Shares, then the sale of the residual remaining Offered Shares will become subject to the co-sale rights set forth in Section 4.4 below.

4.4 Co-Sale Right .

In the event that the Non-Selling Shareholders have not exercised their right of first refusal with respect to all of the Offered Shares and the Selling Shareholder is an Ordinary Shareholder, then the residual Offered Shares not subscribed for under the right of first refusal pursuant to Sections 4.3 above shall be subject to co-sale rights under this Section 4.4.

(a) Co-Sale Right . Each Non-Selling Shareholder that has not exercised its right of first refusal with respect to the Offered Shares (the “ Co-Sale Right Holder ”) shall have the right, exercisable upon written notice to the Selling Shareholder (in case the Selling Shareholder is an Ordinary Shareholder), the Company and each other Co-Sale Right Holder (the “ Co-Sale Notice ”) within twenty (20) days after receipt of the First Refusal Expiration Notice (the “ Co-Sale Right Period ”), to participate in such sale of the residual Offered Shares on the same terms and conditions as set forth in the Transfer Notice. The Co-Sale Notice shall set forth the number of Ordinary Shares (on both an absolute and as-converted to Ordinary Shares basis) that such Co-Sale Right Holder wishes to include in such sale or

transfer, which amount shall not exceed the Co-Sale Pro Rata Portion (as defined below) of such Co-Sale Right Holder. To the extent one or more of the Co-Sale Right Holders exercise such co-sale right in accordance with the terms and conditions set forth below, the number of Ordinary Shares that such Selling Shareholder may sell in the transaction shall be correspondingly reduced.

(i) Co-Sale Pro-Rata Portion. Each Co-Sale Right Holder may sell all or any part of that number of Ordinary Shares held by it that is equal to the product obtained by multiplying (x) the aggregate number of the remaining Offered Shares subject to the co-sale right hereunder by (y) a fraction, the numerator of which is the number of Ordinary Shares issuable upon conversion of Preferred Shares owned by such Co-Sale Right Holder at the time of the sale or transfer and the denominator of which is the combined number of Ordinary Shares issuable upon conversion of Preferred Shares at the time owned by all Co-Sale Right Holder who elect to exercise their co-sale rights (if any Co-Sale Right Holder does not elect to exercise the co-sale right to the full extent then its Ordinary Shares (on as-converted basis) for calculation in the denominator shall be proportionately reduced) and the Selling Shareholder (“ Co-Sale Pro Rata Portion ”).

(b) Execution of Co-Sale. The co-sale right of each Co-Sale Right Holder shall be subject to the following terms and conditions:

(i) Transferred Shares . Each Co-Sale Right Holder shall effect its participation in the sale by promptly delivering to the Selling Shareholder for transfer to the prospective purchaser one or more executed instruments of transfer and one or more certificates, properly endorsed for transfer, which represent: (A) the number of Ordinary Shares which such Co-Sale Right Holder elects to sell; (B) that number of Preferred Shares which is at such time convertible into the number of Ordinary Shares that such Co-Sale Right Holder elects to sell; provided in such case that, if the prospective purchaser objects to the delivery of Preferred Shares in lieu of Ordinary Shares, such Co-Sale Right Holder shall convert such Preferred Shares into Ordinary Shares and deliver Ordinary Shares as provided in the preceding subsection 4.4(b)(i)(A). The Company agrees to make any such conversion concurrent with the actual transfer of such shares to the purchaser; or (C) a combination of the above.

(ii) Payment to Co-Sale Right Holder s . The share certificate or certificates that the Co-Sale Right Holder delivers to the Selling Shareholder pursuant to Section 4.4(b)(i) shall be transferred to the prospective purchaser and the register of members of the Company shall be updated in consummation of the sale of the residual Offered Shares pursuant to the terms and conditions specified in the Transfer Notice, and the Selling Shareholder shall concurrently therewith remit to such Co-Sale Right Holder that portion of the sale proceeds to which such Co-Sale Right Holder is entitled by reason of its participation in such sale. To the extent that any prospective purchaser or purchasers prohibits such assignment or otherwise refuses to purchase any shares or other securities from a Co-Sale Right Holder exercising its co-sale right hereunder, the Selling Shareholder shall not sell to such prospective purchaser or purchasers any Ordinary Shares unless and until, simultaneously with such sale, the Selling Shareholder shall purchase such shares or other securities from such Co-Sale Right Holder.

(iii) Right to Transfer . To the extent the Non-Selling Shareholders do not elect to purchase, and the Co-Sale Right Holders do not participate in the sale of, any or all of the Offered Shares subject to the Transfer Notice, the Selling Shareholder may, not

later than ninety (90) days following delivery to the Company and each of the other shareholders of the Company of the Transfer Notice, conclude a transfer of the residual Offered Shares covered by the Transfer Notice and not elected to be purchased by the Non-Selling Shareholders, which in each case shall be on substantially the same terms and conditions as those described in the Transfer Notice. Any proposed transfer on terms and conditions which are materially different from those described in the Transfer Notice, as well as any subsequent proposed transfer of any shares by the Selling Shareholder, shall again be subject to the right of first refusal of the Non-Selling Shareholders, and the co-sale right of the Co-Sale Right Holder and shall require compliance by the Selling Shareholder with the procedures described in Sections 4.3 and 4.4of this Agreement.

4.5 Permitted Transfers . Notwithstanding anything to the contrary contained herein, the right of first refusal and co-sale rights as set forth in the Sections 4.3 and 4.4 above shall not apply to (a) any sale or transfer of Ordinary Shares to the Company pursuant to a repurchase right or right of first refusal held by the Company in the event of a termination of employment or consulting relationship, (b) any transfer of Ordinary Shares to any intermediary holding entity whose equity securities are 100% held by the Selling Shareholder, (c) any transfer to trusts for the benefit of such persons, of any holder of Ordinary Shares for bona fide estate planning purposes, (d) any sale or transfer of Ordinary Shares by the Founder Holdcos to any third party, provided that the aggregate number of Ordinary Shares sold or transferred pursuant to this subsection (d) shall not exceed five percent (5%) of the total issued and outstanding share capital of the Company (calculated on a fully-diluted and as-converted basis), (e) any sale or transfer of Ordinary Shares between Founder Holdcos, or (f) any sale or transfer of Ordinary Shares from Founder Holdcos to a new founder and/or its holding entity, or to the Company for the purpose of issuance of Ordinary Shares to a new founder and/or its holding entity (each transferee pursuant to the foregoing subsections (a) to (f) is hereafter referred as a “ Permitted Transferee ”); provided further that adequate documentation in connection with the transactions under the foregoing subsections (a) to (f) is provided to the Preferred Shareholders to their reasonable satisfaction and that any such Permitted Transferee agrees in writing to be bound by this Agreement in place of the relevant transferor.

4.6 Prohibited Transfers . Except for transfers by a holder of Ordinary Shares to its Permitted Transferees as provided in Section 4.5 above, none of the holders of Ordinary Shares or their Permitted Transferees shall, without the prior written approval of the Board (which shall include the consents of a simple majority of the Preferred Directors including Series A Director), sell, assign, transfer (directly or indirectly), pledge, hypothecate, mortgage, encumber or otherwise dispose through one or a series of transactions any Company securities held by him to any person on or prior to a Qualified IPO; even approval of the Board (which shall include the consents of a simple majority of the Preferred Directors including Series A Director) is granted, provisions in this Section 4 shall be complied with. Any attempt by a party to sell or transfer Ordinary Shares in violation of this Section 4 shall be void and the Company hereby agrees it will not give effect to such a transfer nor will it treat any alleged transferee as the holder of such shares without the written consent of the Preferred Shareholders or its permitted assigns.

4.7 Exempted Transfers . Notwithstanding anything to the contrary, Sections 4.3 and 4.4 shall not apply to any proposed transfer of Preferred Shares and the Ordinary Shares converted from the Preferred Shares by the

Preferred Shareholder to one or more of its affiliates, investment funds managed by the same management team of the Preferred Shareholder or any other persons or entities designated by the general partner of the Preferred Shareholder at such price, terms and conditions as may be agreed between the Preferred Shareholder and the transferee. Without the prior written consent of the Board (which shall include the consent of a simple majority of Preferred Directors), the Preferred Shareholders shall not transfer or dispose of any of its shares to a competitor of the Company as listed in Schedule 3 (the parties listed in Schedule 3 , the “ Competitors ”) (the list of such Competitors may be reviewed and updated in good faith by the Board, which shall include the consents of a simple majority of the Preferred Directors including Series A Director), or to any third party acting on behalf of such Competitor.

4.8 Restriction on Indirect Transfers . For avoidance of doubt, none of the transfer restrictions in Sections 4.3, 4.4 and 4.6 shall be capable of being avoided by any indirect transfer of any shares or securities of the Company and any such action or transfer shall be treated as null and void and a breach of Sections 4.3, 4.4 and 4.6.

4.9 Legend .

(a) Each certificate representing the Ordinary Shares shall be endorsed with the following legend:

“THE SALE, PLEDGE, HYPOTHECATION OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN A SHAREHOLDERS AGREEMENT, A COPY OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY.”

(b) Each party agrees that the Company may instruct its registered agent to impose transfer restrictions on the shares represented by certificates bearing the legend referred to in Section 4.9(a) above to enforce the provisions of this Agreement and the Company agrees to promptly do so. The legend shall be removed upon termination of the provisions of this Section 4.

4.10 Term . The provisions under this Section 4 shall terminate upon the consummation of a Qualified IPO.

5. DRAG-ALONG RIGHT .

5.1 If the Company has not consummated a Qualified IPO and also fails to perform its redemption obligations in Section 6 hereof by March 31, 2022, at any time after March 31, 2022, should there be an offer from a third party to effect a Drag-along Sale (as defined below) of the Company, which has been approved by (i) the holder(s) of at least a majority of the outstanding Preferred Shares, on an as-converted basis and voting together as a single class, (ii) the holder(s) of at least a majority of the outstanding Ordinary Shares (excluding Ordinary Shares issued upon the Conversion of the Preferred Shares), voting together as a single class, and (iii) a simple majority of the Board including the Series A Director and Series Seed-B Director, all the holders of the Preferred Shares and the Ordinary Shares of the Company and their respective assigns shall (i) vote all the Preferred Shares and the Ordinary Shares directly or indirectly held by them in favor of, or give their written

consent with respect to, such proposed Drag-along Sale and in opposition of any proposal that could reasonably be expected to delay or impair the consummation of any such proposed Drag-along Sale; (ii) refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to or in connection with such proposed Drag-along Sale; (iii) transfer all of the Preferred Shares and the Ordinary Shares directly or indirectly held by them to the purchaser in the proposed Drag-along Sale; and (iv) take all actions reasonably necessary to consummate the proposed Drag-along Sale, including without limitation amending the then existing memorandum and articles of association of the Company.

5.2 For purpose of this Agreement,

“ Drag-along Sale ” means the transfer of all Equity Securities of the Company held by (i) the holder(s) of at least a majority of the outstanding Preferred Shares, and (ii) the holder(s) of at least a majority of the outstanding Ordinary Shares (excluding Ordinary Shares issued upon the Conversion of the Preferred Shares) to a bona fide third party purchaser, or a Trade Sale (as defined below).

“ Trade Sale ” means either (i) a merger, consolidation , amalgamation, acquisition, share purchase, corporate reorganization, scheme of arrangement, or other business combination of the Company and its subsidiaries with or into any other business entity in which the shareholders of the Company immediately after such merger, consolidation, amalgamation, acquisition, share purchase, corporate reorganization, scheme of arrangement or business combination hold shares representing less than a majority of the voting power of the outstanding share capital of the surviving business entity, (ii) a sale, lease, transfer or other disposition, in a single transactions or series of related transactions, of all or substantially all of the assets of the Company and its subsidiaries, (iii) a transfer or an exclusive licensing, in a single transactions or series of related transactions, of all or substantially all of the intellectual property of the Company and its subsidiaries, or (iv) a sale, transfer or other disposition of a majority of the issued and outstanding share capital of the Company or a majority of the voting power of the Company.

5.3 The provisions under this Section 5 shall be terminated upon the consummation of a Qualified IPO.

6. REDEMPTION .

6.1 Redemption by the Company .

(a) Notwithstanding anything to the contrary herein or in the Restated Articles, at any time after the earlier of (i) the fourth anniversary of the Closing Date (as defined in the Share Purchase Agreement) (if the Company has not consummated a Qualified IPO), (ii) if there is any change of laws or policy with respect to the validity of the Transaction Documents (as defined in the Share Purchase Agreement), (iii) if there is any change of laws or policy which makes the Group Companies unable to carry on its Business (as defined in the Share Purchase Agreement) as now conducted and as proposed to be conducted, (iv) any material breach by the Group Companies and/or the holders of Ordinary Shares of any representations, warranties or covenants of the Transaction Documents (as defined in the Share Purchase Agreement), or (v) the Company’s receipt of the request from any holder of the Series Seed-A Preferred Shares or Series Seed-B Preferred Shares or Series Seed-C Preferred Shares or Series A-1 Preferred Shares to redeem any of the Series Seed-A

Preferred Shares or Series Seed-B Preferred Shares or Series Seed -C Preferred Shares or Series A-1 Preferred Shares pursuant to this Section 6 (the “ Series A -2 Redemption Start Date ”), then subject to the applicable laws of the Cayman Islands and, if so requested by the Series A-2 Investor, the Company shall redeem all or part of the outstanding Series A-2 Preferred Shares in cash out of funds legally available therefor (the “ Series A -2 Redemption ”). Subject to any appropriate adjustment for share split, combination, recapitalization or similar event, the price at which each Series A-2 Preferred Share shall be redeemed (the “ Series A -2 Redemption Price ”) shall be the number calculated based on the following formula:

IP ╳ (1 + 8 %) N + D, where

IP = Series A-2 Preferred Share Issue Price (as defined in the Restated Articles);

D = all declared but unpaid dividends on each Series A-2 Preferred Share up to the date of redemption, proportionally adjusted for share subdivisions, share dividends, reorganizations, reclassifications, consolidations or mergers;

(b) Notwithstanding anything to the contrary herein or in the Restated Articles, at any time after the earlier of (i) the fourth anniversary of the Closing Date (as defined in the Share Purchase Agreement) (if the Company has not consummated a Qualified IPO), (ii) if there is any change of laws or policy with respect to the validity of the Transaction Documents (as defined in the Share Purchase Agreement), (iii) if there is any change of laws or policy which makes the Group Companies unable to carry on its Business (as defined in the Share Purchase Agreement) as now conducted and as proposed to be conducted, (iv) any material breach by the Group Companies and/or the holders of Ordinary Shares of any representations, warranties or covenants of the Transaction Documents (as defined in the Share Purchase Agreement), or (v) the Company’s receipt of the request from any holder of the Series Seed-A Preferred Shares or Series Seed-B Preferred Shares or Series Seed-C Preferred Shares to redeem any of the Series Seed-A Preferred Shares or Series Seed-B Preferred Shares or Series Seed-C Preferred Shares pursuant to this Section 6 (the “ Series A -1 Redemption Start Date ”), then subject to the applicable laws of the Cayman Islands and, if so requested by the Series A-1 Investor, the Company shall redeem all or part of the outstanding Series A-1 Preferred Shares in cash out of funds legally available therefor (the “ Series A -1 Redemption ”). Subject to any appropriate adjustment for share split, combination, recapitalization or similar event, the price at which each Series A-1 Preferred Share shall be redeemed (the “ Series A -1 Redemption Price ”) shall be the number calculated based on the following formula:

IP ╳ (1 + 8 %) N + D, where

IP = Series A-1 Preferred Share Issue Price (as defined in the Restated Articles);

D = all declared but unpaid dividends on each Series A-1 Preferred Share up to the date of redemption, proportionally adjusted for share subdivisions, share dividends, reorganizations, reclassifications, consolidations or mergers;

(c) Notwithstanding anything to the contrary herein or in the Restated Articles, at any time after the earlier of (i) the fourth anniversary of the Closing Date (as defined in the Share Purchase Agreement) (if the Company has not consummated a Qualified IPO), (ii) if there is any change of laws or policy with respect to the validity of the Transaction Documents (as defined in the Share Purchase Agreement), (iii) if there is any change of laws or policy which makes the Group Companies unable to carry on its Business (as defined in the Share Purchase Agreement) as now conducted and as proposed to be conducted, (iv) any material breach by the Group Companies and/or the holders of Ordinary Shares of any representatives, warranties or covenants of the Transaction Documents, or (v) the Company’s receipt of the request from any holder of the Series Seed-A Preferred Shares or Series Seed-B Preferred Shares to redeem any of the Series Seed-A Preferred Shares or Series Seed-B Preferred Shares pursuant to this Section 6 (the “ Series Seed-C Redemption Start Date ”), then subject to the applicable laws of the Cayman Islands and, if so requested by any holder of the Series Seed-C Preferred Shares, the Company shall redeem all or part of the outstanding Series Seed-C Preferred Shares in cash out of funds legally available therefor (the “ Series Seed-C Redemption ”). Subject to any appropriate adjustment for share split, combination, recapitalization or similar event, the price at which each Series Seed-C Preferred Share shall be redeemed (the “ Series Seed-C Redemption Price ”) shall be the number calculated based on the following formula:

IP ╳ (1 + 8 %) N + D, where

IP = Series Seed-C Preferred Share Deemed Issue Price (as defined in the Restated Articles) for the Series Seed-C Preferred Share;

Holdings Limited, and China eCapital Investment Holdings, Ltd., (y) June 4, 2015, with respect to 763,535 Series Seed-C Preferred Shares held by Investec Bank plc, all Series Seed-C Preferred Shares held by Woo Foong Hong Limited and Mandra iBase Limited, (z) December 1, 2017, with respect to other Series Seed-C Preferred Shares, and (ii) the relevant Redemption Date on which such Series Seed-C Preferred Share is redeemed and the denominator of which is 365;

(d) Notwithstanding anything to the contrary herein or in the Restated Articles, at any time after the earlier of (i) the fourth anniversary of the Closing Date (if the Company has not consummated a Qualified IPO), (ii) if there is any change of laws or policy with respect to the validity of the Transaction Documents (as defined in the Share Purchase Agreement), (iii) if there is any change of laws or policy which makes the Group Companies unable to carry on its Business (as defined in the Share Purchase Agreement) as now conducted and as proposed to be conducted, (iv) any material breach by the Group Companies and/or the holders of Ordinary Shares of any representatives, warranties or covenants of the Transaction Documents, or (v) the Company’s receipt of the request from any holder of the Series Seed-A Preferred Shares to redeem any of the Series Seed-A Preferred Shares pursuant to this Section 6 (the “ Series Seed-B Redemption Start Date ”), then subject to the applicable laws of the Cayman Islands and, if so requested by any holder of the Series Seed-B Preferred Shares, the Company shall redeem all or part of the outstanding Series Seed-B Preferred Shares in cash out of funds legally available therefor (the “ Series Seed-B Redemption ”). Subject to any appropriate adjustment for share split, combination, recapitalization or similar event, the price at which each Series Seed-B Preferred Share shall be redeemed (the “ Series Seed-B Redemption Price ”) shall be the number calculated based on the following formula:

IP ╳ (1 + 8 %) N + D, where

IP = Series Seed-B Preferred Share Deemed Issue Price (as defined in the Restated Articles) for the Series Seed-B Preferred Share;

(e) Notwithstanding anything to the contrary herein or in the Restated Articles, at any time after the earlier of (i) the fourth anniversary of the Closing Date (if the Company has not consummated a Qualified IPO), (ii) if there is any change of laws or policy with respect to the validity of the Transaction Documents (as defined in the Share Purchase Agreement), (iii) if there is any change of laws or policy which makes the Group Companies unable to carry on its Business (as defined in the Share Purchase Agreement) as now conducted and as proposed to be conducted, or (iv) any material breach by the Group Companies and/or the holders of Ordinary Shares of any representatives, warranties or covenants of the Transaction Documents (the “ Series Seed-A Redemption Start Date ”, together with the Series Seed-B Redemption Start Date, the Series Seed-C Redemption Start Date, the Series A-1 Redemption Start Date and the Series A-2 Redemption Start Date, the “ Redemption Start Date ”), then subject to the applicable laws of the Cayman Islands and, if so requested by any holder of the Series Seed-A Preferred Shares, the Company shall redeem all or part of the outstanding Series Seed-A Preferred Shares in cash out of funds legally available therefor (the “ Series Seed-A Redemption ”, together with the Series Seed-B Redemption, the Series Seed-C Redemption, the Series A-1 Redemption and the Series A-2 Redemption, the “ Redemption ”). Subject to any appropriate adjustment for share split, combination, recapitalization or similar event, the price at which each Series Seed-A Preferred Share shall be redeemed (the “ Series Seed-A Redemption Price ”, together with the Series Seed-B Redemption Price, the Series Seed-C Redemption Price, the Series A-1 Redemption Price and the Series A-2 Redemption Price, the “ Redemption Price ”) shall be equal to the number calculated based on the following formula:

IP ╳ (1 + 8 %) N + D, where

IP = the applicable Series Seed-A Preferred Share Deemed Issue Price (as defined in the Restated Articles) for the Series Seed-A Preferred Share;

D = all declared but unpaid dividends on each Series Seed-A Preferred Share up to the date of redemption, proportionally adjusted for share subdivisions, share dividends, reorganizations, reclassifications, consolidations or mergers.

6.2 Notice .

6.3 Insufficient Funds .

6.4 Surrender of Certificates . Before any holder of Preferred Shares shall be entitled for redemption under the provisions of this Section 6, such holder shall surrender its, his or her certificate or certificates representing such Preferred Shares to be redeemed to the Company in the manner and at the place designated by the Company for that purpose, and the Redemption Price shall be payable on the Redemption Date to the order of the Person whose name appears on the register of members of the Company as the owner of such shares and each such certificate shall be cancelled on the Redemption Date. In the event less than all the shares represented by any such certificate are redeemed, a new certificate shall be promptly issued representing the unredeemed shares. Unless there has been a default in payment of the applicable Redemption Price, upon cancellation of the certificate representing such Preferred Shares to be redeemed, all dividends on such Preferred Shares designated for redemption on

the relevant Redemption Date shall cease to accrue and all rights of the holders thereof, except the right to receive the Redemption Price thereof (including all accrued and unpaid dividend up to the relevant redemption date), shall cease and terminate and such Preferred Shares shall cease to be issued shares of the Company. If the Company fails to redeem any Preferred Shares for which redemption is requested, then during the period from the Redemption Date through the date on which such Preferred Shares are actually redeemed and the Redemption Price is actually made, in full, such Preferred Shares shall continue to be outstanding and be entitled to all rights and preferences of Preferred Shares. After payment in full of the aggregate Redemption Price for all issued and outstanding Preferred Shares, all rights of the holders thereof as shareholders of the Company shall cease and terminate and such Preferred Shares shall be cancelled.

6.5 Restriction on Distribution . If the Company fails (for whatever reason) to redeem any Preferred Shares on its due date for redemption then, as from such date until the date on which the same are redeemed the Company shall not declare or pay any dividend nor otherwise make any distribution of or otherwise decrease its profits available for distribution.

6.6 To the extent permitted by law, the Company shall procure that the profits of each subsidiary and affiliate of the Company for the time being legally available for distribution shall be paid to it by way of dividend or otherwise if and to the extent that, but for such payment, the Company would not itself otherwise have sufficient profits available for distribution to make any redemption of Preferred Shares required to be made pursuant to this Section 6.

6.7 The redemption right of the holders of Series Seed-A Preferred Shares, the holders of Series Seed-B Preferred Shares and the holders of Series Seed-C Preferred Shares as set forth in this Section 6 shall terminate upon the closing of a qualified public offering of the shares of Jimu Holdings Limited, an exempted company with limited liability organized and existing under the laws of the British Virgin Islands, or its affiliate, with an implied valuation prior to such offering of at least US$1,023,947,530, and the redemption right of all holders of Preferred Shares as set forth in this Section 6 shall terminate upon the consummation of a Qualified IPO.

7. ASSIGNMENT AND AMENDMENT .

7.1 Assignment . Notwithstanding anything herein to the contrary,

(a) the rights of the holders of Preferred Shares under Sections 1.1, 2, 3, 4, 5 and 6 are fully assignable in connection with a transfer of shares of the Company by such holders of Preferred Shares; provided , that each holder of Preferred Shares may assign its rights and obligations under Sections 1.1 to its Affiliate(s) without consent of the other Parties; provided , however , that no party may be assigned any of the foregoing rights unless the Company is given written notice by such holders stating the name and address of the assignee and identifying the securities of the Company as to which the rights in question are being assigned; and provided further , that any such assignee shall receive such assigned rights subject to all the terms and conditions of this Agreement. For purpose of this Section 7.1, “ Affiliate ” shall mean, with respect to any entity, any other entity directly or indirectly controlling, controlled by, or under common control with such entity as of the date hereof and from time to time, and, in the case of an individual, “Affiliate” shall also include any immediate or lineal family member of such individual ( e.g. , parents, spouse, children), any relative acting on behalf of or for the interest of such individual, trustee of any trust in which

such individual or any of his immediate or lineal family members is a beneficiary or a discretionary object (but only when such trustee acts for or on behalf of such trust); and with respect to holder s of Preferred Shares, “Affiliate” shall also include (i) any investment fund that is a shareholder of such holder, (ii) any general partner or manager of such investment fund, (iii) any other investment fund who is managed by such general partner or manager or any ‘key person’ thereof, and (iv) any successor fund to any of the foregoing.

(b) Notwithstanding the aforesaid or anything in this Agreement, a Series Seed-C Investor may sub-participate its rights to the Series Seed-C Preferred Shares (and Ordinary Shares converted from the Series Seed-C Preferred Shares) to Connaught Place PCC Limited at any time in its sole discretion without requiring any consent from or prior notification to any other shareholders.

7.2 Amendment of Rights . Any provision in this Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively), only by the written consent of (i) as to the Company, only by the Company; (ii) as to the holders of the Series Seed-A Preferred Shares, by the holders of at least a majority of the then outstanding Series Seed-A Preferred Shares; (iii) as to the holders of the Series Seed-B Preferred Shares, the holders of at least a majority of the then outstanding Series Seed-B Preferred Shares; (iv) as to the holders of the Series Seed-C Preferred Shares, the holders of at least a majority of the then outstanding Series Seed-C Preferred Shares; (v) as to the holders of the Series A-1 Preferred Shares, the holders of at least a majority of the then outstanding Series A-1 Preferred Shares; (vi) as to the holders of the Series A-2 Preferred Shares, the holders of at least a majority of the then outstanding Series A-2 Preferred Shares; provided, however, that any holder of Preferred Shares may waive any of its rights hereunder without obtaining the consent of any other holder(s) of Preferred Shares or their assigns; and (vii) as to the holders of Ordinary Shares, by persons or entities holding a majority of the Ordinary Shares and their assigns; provided, however, that any holder of Ordinary Shares may waive any of its rights hereunder without obtaining the consent of any other holders of Ordinary Shares or their assigns; provided further that, if any amendment, waiver, discharge or termination operates in a manner that treats any holder of the Series Seed-B or Series Seed-C Preferred Shares different from other holders of the Series Seed-B or Series Seed-C Preferred Shares or imposes additional obligations on any holder of the Series Seed-B or Series Seed-C Preferred Shares, the consent of such holder of the Series Seed-B or Series Seed-C Preferred Shares shall also be required for such amendment, waiver, discharge or termination. Any amendment or waiver effected in accordance with this Section 7.2 shall be binding upon the Company, the holders of the Preferred Shares, the holders of Ordinary Shares and their respective assigns.

8. CONFIDENTIALITY AND NON-DISCLOSURE .

8.1 Disclosure of Terms . The terms and conditions of this Agreement and the Share Purchase Agreement, and all exhibits attached to such agreements (collectively, the “ Financing Terms ”), including their existence, shall be considered confidential information and shall not be disclosed by any party hereto to any third party except in accordance with the provisions set forth below; provided that such confidential information shall not include any information that is in the public domain other than caused by the breach of the confidentiality obligations hereunder.

8.2 Press Releases, Etc . Any press release issued by the Company shall not disclose any of the Financing Terms and the final form of such press release shall be

approved in advance in writing by the Board. No other announcement regarding any of the Financing Terms in a press release, conference, advertisement, announcement, professional or trade publication, mass marketing materials or otherwise to the general public may be made without the Investors’ prior written consent. Notwithstanding the foregoing, the Group Companies shall be entitled to disclose the fact of the equity investments, the aggregate or individual investment amounts and shareholding in the Group Companies by the Investors (and in any such case shall not disclose pricing or ownership percentage, or any of the terms of the Transaction Documents) for the purpose of promoting the business of the Group Companies.

8.3 Permitted Disclosures . Notwithstanding the foregoing, any party may disclose any of the Financing Terms to its current or bona fide prospective investor, employees, investment bankers, lenders, partners, accountants and attorneys, in each case only where such persons or entities have the need to know such information and are subject to appropriate nondisclosure obligations. Without limiting the generality of the foregoing, the Investors shall be entitled to disclose the Financing Terms for the purposes of fund reporting or inter-fund reporting or to their fund manager, other funds managed by their fund manager and their respective auditors, counsel, directors, officers, employees, shareholders or investor.

8.4 Legally Compelled Disclosure . In the event that any party is requested or becomes legally compelled (including without limitation, pursuant to securities laws and regulations and stock exchange requirements) to disclose the existence of this Agreement and the Share Purchase Agreement, any of the exhibits attached to such agreements, or any of the Financing Terms hereof in contravention of the provisions of this Section 8, such party (the “ Disclosing Party ”) shall, to the extent legally permissible, provide the other parties (the “ Non-Disclosing Parties ”) with prompt written notice of that fact and use all reasonable efforts to seek (with the cooperation and reasonable efforts of the other parties) a protective order, confidential treatment or other appropriate remedy. In such event, the Disclosing Party shall furnish only that portion of the information which is legally required to be disclosed and shall exercise reasonable efforts to keep confidential such information to the extent reasonably requested by any Non-Disclosing Party.

8.5 Other Information . The provisions of this Section 8 shall be in addition to, and not in substitution for, the provisions of any separate nondisclosure agreement executed by any of the parties with respect to the transactions contemplated hereby.

8.6 Notices . All notices required under this section shall be made pursuant to Section 11.1 of this Agreement.

9. PROTECTIVE PROVISIONS .

9.1 Shareholder Consent . Subject to the applicable law, in addition to any other vote or consent required elsewhere in this Agreement and the Restated Articles, none of the Group Companies shall, and the Founders and holders of Ordinary Shares shall cause each Group Company not to, take any of the following actions without the prior written approval of (i) Series Seed Preferred Majority, and (ii) Series A Preferred Majority (which shall include consent of Sina):

(a) any amendment or change of the rights, preferences or privileges or power of, or the restrictions provided for the benefit of, any series of the Preferred Shares;

(b) any action that authorizes, creates or issues any class of the Group Companies’ securities having preferences superior to or on a parity with the Preferred Shares or any other securities of the Group Companies;

(c) any action that reclassifies any outstanding shares into shares having preferences or priority as to dividends or assets superior to or on a parity with the preference of the Preferred Shares;

(d) any material amendment to the Restated Articles or other charter documents of any Group Company that would adversely affect the rights of the Preferred Shares;

(e) any resolution relating to dissolution, liquidation or Liquidation Event (as defined in the Restated Articles) of any Group Company; and

(f) any amalgamation, consolidation or merger with or into any other business entity, any spin-off, sub-division, recapitalization, reclassification, or any other transaction of a similar nature or having a similar economic effect as any of the foregoing, or other forms of restructuring of the Company.

Notwithstanding anything to the contrary contained herein, where any act listed in clauses (a) through (f) above requires the approvals of the shareholders of the Company in accordance with the applicable laws, and if the shareholders vote in favor of such act but the approvals of (i) Series A Preferred Majority (which shall include consent of Sina), and (ii) Series Seed Preferred Majority have not yet been obtained, then (i) the dissenting Series Seed Preferred Majority, and (ii) dissenting Series A Preferred Majority (or Sina, if Sina voted against such act) in aggregate shall, in such vote, have the voting rights equal to the aggregate voting power of all the Shareholders who voted in favor of such act plus one.

9.2 Board Consent . Subject to the applicable law, in addition to any other vote or consent required elsewhere in this Agreement and Restated Articles, none of the Group Companies shall, and the Founders and the holders of Ordinary Shares shall cause each Group Company not to, take any of the following actions without the prior written approval of a majority of members of the Board (which shall include the approval of a simple majority of Preferred Directors, provided that for actions listed in items (a), (b), (c), (d), (e), (f), (g), (h), (j), (l), (m), (n), (o), (p), (q), (r), (s), (t) and (u), such prior written approval shall include the approval of Series A Director):

(a) any termination, modification or waiver of, or any amendment to the Transaction Documents;

(b) any action that makes or results in the sale of all or substantially all assets or undertakings of any Group Company;

(c) the adoption, amendment or termination of the employee share incentive plan, or other equity incentive, purchase, or participation plans for the benefit of any employees, officers, directors, contractors, advisors or consultants of any Group Company, any issuance thereunder to any Founder holding more than 5% of the total issued share and outstanding capital of the Company (calculated on a fully-diluted and as-converted

basis) immediately prior to such issuance, and any increase of the total number of equity securities reserved for issuance thereunder, except for the ESOP Shares already reserved;

(d) any termination or suspension of the business of any Group Company as currently conducted, or any change to the main business activities of any Group Company;

(e) any action or a series of actions that results in the issuance of, assumption of, guarantee of or creation of any liability for borrowed money, in excess of RMB 25,000,000 in the aggregate, or out of the budget in excess of 10% of the annual budget in the aggregate during any fiscal year;

(f) any loans by any Group Company to any director, officer or employee of any Group Company, except the loans by any Group Company to the shareholders of any Group Company for the purpose of capital contribution of any Group Company;

(g) the acquisition (by way of purchase or otherwise) of any interest in any real property except a lease of office premises by any Group Company;

(h) any purchase by any Group Company of equity securities of, or any securities convertible into equity securities of, any other company in excess of RMB30,000,000, consummated as a single transaction or through a series of transactions, or the establishment of any brands for companies other than the Group Companies;

(i) the purchase or lease by any Group Company of any motor vehicle valued in excess of US$300,000;

(j) any transaction or series of transactions between any Group Company and any holder of Ordinary Shares, director, officer or employee of any Group Company that is not in the ordinary course of business or for which the aggregate value exceeds US$25,000;

(k) any increase in compensation of any Key Employee (as defined in the Share Purchase Agreement) and any of the five (5) most highly compensated employees of any Group Company by more than thirty percent (30%) in a twelve (12) month period;

(l) any adoption of the annual budget, business plan and the establishment of performance milestones of any Group Company, or corporate benchmarks for any Group Company, and any material changes or deviations therefrom;

(m) establishment or acquisition of any subsidiary, joint venture, partnership or affiliates (excluding any non-legal person branch), with the capital contribution from the Group Companies exceeding RMB30,000,000 in the aggregate, consummated as a single transaction or through a series of transactions;

(n) any material change in any Group Company’s business plan or the change of the structure for the board of directors or any committee of any Group Company;

(o) the appointment and dismissing of the Chief Executive Officer, Chief Operation Officer and Chief Financial Officer of any Group Company;

(p) the appointment and dismissing of the auditors of any Group Company, or any change in the accounting and financial policies or the fiscal year of the Company;

(q) an initial public offering of any shares or other equity or debt securities of any Group Company (or as the case may be, the shares or securities of the relevant entity resulting from any merger, reorganization or other arrangements made by or to the Company for the purposes of public offering), other than the Qualified IPO consummated within twelve (12) months from the Initial Closing Date (as defined in the Share Purchase Agreement);

(r) any transaction or matter in which any Group Company will act as guarantor or will be required to pledge its assets;

(s) any sale, transfer, or disposal of material assets or business of any Group Company in excess of RMB20,000,000 individually or in the aggregate in a twelve (12) month period;

(t) any sale, transfer, license, creating pledge or encumbrance over, or disposal of any goodwill, technology or intellectual property owned by any Group Company with value in excess of twenty percent (20%) of the total value of assets of the Group Companies, as reflected in the then latest consolidated balance sheets of the Group Companies, other than licenses granted in the ordinary course of business;

(u) any transaction between any Group Company and any shareholder, director, officer or employee of the Group Companies and their associates and affiliates, unless such transactions (i) occur in the ordinary course of business of the Group Companies and on an arm’s length basis, (ii) do not exceed RMB50,000,000 in a single transaction, and (iii) have been fully disclosed in writing to the holders of Preferred Shares prior to the entering into of such transaction; or

(v) the declaration or payment of dividend or distribution on the shares of any Group Company.

10. TAX INDEMNIFICATION .

10.1 Tax Indemnification . Subject to Section 10.2 below, the Company shall indemnify and hold harmless each Series Seed-A Investor, Series Seed-B Investor and Series Seed-C Investor (each, an “ Indemnified Investor ”) from and against any additional tax (“ Additional Tax ”), levied on such Indemnified Investor by the relevant PRC tax authorities in connection with such Indemnified Investor’s sale of all or part of its respective Preferred Shares or any other shares of the Company converted therefrom (“ Sold Shares ”) that is considered by relevant PRC tax authorities as a kind of indirectly sale of the equity interest of the PRC Subsidiaries under the Circular of the State Administration of Taxation on Several Issues Concerning the Enterprise Income Tax on Indirect Property Transfer by Non-Resident Enterprises (the “ Circular 7 ”), which Additional Tax was the result of the tax base for such sale of Sold Shares determined by the relevant PRC tax authorities being less than such Indemnified Investor’s applicable Deemed Investment Amount (as defined below) of such Sold Shares due to the restructuring steps as set forth in the Restructuring Plan approved by the shareholders and the board of directors of Jimu Holdings Limited on December 1, 2017. For the avoidance of doubt, the aggregate amount of such tax indemnification liabilities of the Company to any Indemnified Investor with respect to the sale of the Sold Shares shall not exceed the amount determined as set forth below:

The maximum amount of such liabilities of the Company to any Indemnified Investor with respect to the sale of the Sold Shares = (the applicable Deemed Investment Amount of

such Indemnified Investor with respect to such Sold Shares - the tax base for the sale of the Sold Shares determined by the relevant PRC tax authorities) * the applicable tax rate

For the purpose of this Agreement, the applicable “ Deemed I nvestment A mount ” for any Indemnified Investor with respect to the sale of the Sold Shares means the product obtained by multiplying the number of the Sold Shares (calculated respectively for each class or series of the Sold Shares) by the applicable Preferred Share Deemed Issue Price (as defined in the Restated Articles) of such Sold Shares.

10.2 Limitation s . Notwithstanding the foregoing provisions, the tax indemnification liabilities undertaken by the Company is subject to the following limitations:

(a) The Company shall not undertake any liability for taxes or any fees, penalties, losses or interest, etc. attributable to any Indemnified Investor’s failure to duly file the required tax returns and pay all due taxes except the occurrence of any fees, penalties, losses or interest, etc. was due to the failure of the Group Companies or the Founders to provide necessary assistance with respect to such filing or payment of taxes.

(b) In the event that the tax base for the sale of the Sold Shares held by such Indemnified Investor determined by the relevant PRC tax authorities is calculated based on the paid-in capital of the wholly foreign owned enterprise(s) organized under the laws of the PRC, which is(are) one-hundred percent owned by the Company, directly or in directly, and the sale percentage of the Indemnified Investors in the Company, the Company shall not undertake any tax indemnification liabilities to such Indemnified Investor.

(c) In the event any Indemnified Investor sells all or part of its shares in Jimu Holdings Limited after the sale of Sold Shares, and the tax base for such sale of shares in Jimu Holdings Limited determined by the relevant PRC tax authorities is higher than the applicable deemed investment amount of such Indemnified Investor with respect to the shares (of Jimu Holdings Limited) sold (for the purpose of this Agreement, the applicable deemed investment amount of such Indemnified Investor with respect to the shares (of Jimu Holdings Limited) sold means the product obtained by multiplying the number of the shares (of Jimu Holdings Limited) sold (calculated respectively for each class or series of shares) by the applicable deemed issue price of such shares in Jimu Holdings Limited), and, provided that the Company has performed the tax indemnification liabilities to such Indemnified Investor as set forth in Section 10, the unpaid amount of tax resulting from such balance part of tax bases, specifically, the product obtained by multiplying the difference between tax base for such sale of shares determined by the relevant PRC tax authorities and the applicable deemed investment amount of such Indemnified Investor with respect to the shares sold by the applicable tax rate (the “ Unpaid Jimu Tax ”), shall be paid back to the Company. For the avoidance of doubt, in the event that any Indemnified Investor sells its shares in Jimu Holdings Limited prior to the sale of Sold Shares, the maximum amount of the tax indemnification liabilities undertaken by the Company to such Indemnified Investor under this Section 10 shall be reduced by the relevant Unpaid Jimu Tax which is not paid to the Company.

(d) The Company’s indemnification obligation under this Section 10 shall terminate upon the consummation of a Qualified IPO.

11. GENERAL PROVISIONS.

11.1 Notices . Except as may be otherwise provided herein, all notices, requests, waivers and other communications made pursuant to this Agreement shall be in writing and shall be conclusively deemed to have been duly given (a) when hand delivered to the other party, upon delivery; (b) when sent by facsimile at the number set forth in Exhibit A hereto, upon receipt of confirmation of error-free transmission; (c) when sent by confirmed electronic mail set forth in Exhibit A hereto if sent during normal business hours of the recipient; if not, then on the next business day, (d) seven (7) business days after deposit in the mail as air mail or certified mail, receipt requested, postage prepaid and addressed to the other party as set forth in Exhibit A ; or (e) three (3) business days after deposit with an international overnight delivery service, postage prepaid, addressed to the parties as set forth in Exhibit A with next business day delivery guaranteed, provided that the sending party receives a confirmation of delivery from the delivery service provider. Each person making a communication hereunder by facsimile shall promptly confirm by telephone to the person to whom such communication was addressed each communication made by it by facsimile pursuant hereto but the absence of such confirmation shall not affect the validity of any such communication. A party may change or supplement the addresses given above, or designate additional addresses, for purposes of this Section 11.1 by giving the other party written notice of the new address in the manner set forth above.

11.2 Entire Agreement . This Agreement and the Share Purchase Agreement, together with all the exhibits hereto and thereto, constitute and contain the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes any and all prior negotiations, correspondence, agreements, understandings, duties or obligations between the parties respecting the subject matter hereof, including without limitation, the Prior Shareholders Agreement, which shall be terminated with the immediate effect upon the effectiveness of this Agreement.

11.3 Governing Law . This Agreement shall be governed by and construed exclusively in accordance the laws of Hong Kong, as to matters within the scope thereof and without regard to its principles of conflicts of laws.

11.4 Severability . If any provision of this Agreement is found to be invalid or unenforceable, then such provision shall be construed, to the extent feasible, so as to render the provision enforceable and to provide for the consummation of the transactions contemplated hereby on substantially the same terms as originally set forth herein, and if no feasible interpretation would save such provision, it shall be severed from the remainder of this Agreement, which shall remain in full force and effect unless the severed provision is essential to the rights or benefits intended by the parties. In such event, the parties shall use best efforts to negotiate, in good faith, a substitute, valid and enforceable provision or agreement which most nearly effects the parties’ intent in entering into this Agreement.

11.5 Third Parties . Nothing in this Agreement, express or implied, is intended to confer upon any person, other than the parties hereto and their permitted successors and assigns any rights or remedies under or by reason of this Agreement.

11.6 Successors and Assigns . Subject to the provisions of Section 7.1, the provisions of this Agreement shall inure to the benefit of, and shall be binding upon, the successors and permitted assigns of the parties hereto.

11.7 Interpretation; Captions . This Agreement shall be construed according to its fair language. The rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in interpreting this Agreement. The captions to sections of this Agreement have been inserted for identification and reference purposes only and shall not be used to construe or interpret this Agreement. Unless otherwise expressly provided herein, all references to Sections and Exhibits herein are to Sections and Exhibits of this Agreement.

11.8 Counterparts . This Agreement may be executed in counterparts and may be delivered by electronic or facsimile transmission, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

11.9 Adjustments for Share Splits, Etc . Wherever in this Agreement there is a reference to a specific number of shares of Preferred Shares or Ordinary Shares of the Company, then, upon the occurrence of any subdivision, combination or share dividend of the Preferred Shares or Ordinary Shares, the specific number of shares so referenced in this Agreement shall automatically be proportionally adjusted to reflect the effect on the outstanding shares of such class or series of shares by such subdivision, combination or share dividend.

11.10 Aggregation of Shares . All Preferred Shares or Ordinary Shares held or acquired by affiliated entities or persons (as defined in Rule 144 under the Securities Act) of any holder of those shares shall be aggregated together for the purpose of determining the availability of any rights and obligations of such holder under this Agreement.

11.11 Shareholders Agreement to Control . If and to the extent that there are inconsistencies between the provisions of this Agreement and those of the Restated Articles, the terms of this Agreement shall prevail as amongst the shareholders only. The parties agree to take all actions necessary or advisable, as promptly as practicable after the discovery of such inconsistency, to amend the Restated Articles so as to eliminate such inconsistency.

11.12 Dispute Resolution .

(a) Negotiation Between Parties; Mediation . The parties agree to negotiate in good faith to resolve any dispute, controversy, difference or claim arising out of or relating to this Agreement, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to this Agreement. If the negotiations do not resolve the dispute to the reasonable satisfaction of all parties within thirty (30) days, Section 11.12(b) shall apply.

(b) Arbitration . In the event the parties are unable to settle a dispute between them regarding this Agreement in accordance with subsection (a) above, such dispute shall be referred to and exclusively settled by arbitration administrated by the Hong Kong International Arbitration Centre (the “ HKIAC ”) in accordance with the HKIAC Administered Arbitration Rules (the “ HKIAC Rules ”) in effect when the Notice of Arbitration is submitted, which rules are deemed to be incorporated by reference into this subsection (b). The arbitration tribunal shall consist of three arbitrators to be appointed according to the HKIAC Rules. The law of this arbitration clause shall be Hong Kong law and the seat of arbitration shall be Hong Kong. The arbitration proceedings shall be conducted in English.

11.13 Further Actions . Each shareholder of the the Company agrees that it shall use its best effort to enhance and increase the value and principal business of the Group Companies.

11.14 Effective Date . This Agreement should only take effect and become binding on and enforceable against the parties hereto subject to and upon the Closing of the issuance of shares pursuant to the Share Purchase Agreement.

11.15 Contractual Recognition of Bail-In .

(a) It is agreed that, notwithstanding any other term of this Agreement or any other agreement, arrangement or understanding between the parties, each party acknowledges and accepts that any liability of a party to any other party under or in connection with this Agreement may be subject to Bail-In Action by the relevant Resolution Authority and acknowledges and accepts to be bound by the effect of:

(i) any Bail-In Action in relation to any such liability, including (without limitation):

(1) a reduction, in full or in part, in the principal amount, or outstanding amount due (including any accrued but unpaid interest) in respect of any such liability;

(2) a conversion of all, or part of, any such liability into shares or other instruments of ownership that may be issued to, or conferred on, it; and

(3) a cancellation of any such liability; and

(ii) a variation of any term of this Agreement to the extent necessary to give effect to any Bail-In Action in relation to any such liability.

(b) In this Section 11.15:

(i) “ Bail-In Action ” means the exercise of any Write-down and Conversion Powers.

“ Bail-In Legislation ” means, in relation to an EEA Member Country which has implemented, or which at any time implements, Article 55 of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms, the relevant implementing law or regulation as described in the EU Bail-In Legislation Schedule from time to time; and in relation to any other state, any analogous law or regulation from time to time which requires contractual recognition of any Write-down and Conversion Powers contained in that law or regulation.

“ EEA Member Country ” means any member state of the European Union, Iceland, Liechtenstein and Norway.

“ EU Bail-In Legislation Schedule ” means the document described as such and published by the Loan Market Association of the United Kingdom (or any successor person) from time to time.

“ Resolution Authority ” means any body which has authority to exercise any Write-down and Conversion Powers.

“ Write-down and Conversion Powers ” means:

(1) in relation to any Bail-In Legislation described in the EU Bail-In Legislation Schedule from time to time, the powers described as such in relation to that Bail-In Legislation in the EU Bail-In Legislation Schedule; and

(2) in relation to any other applicable Bail-In Legislation:

(i) any powers under that Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or other financial institution or affiliate of a bank, investment firm or other financial institution, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers; and

(ii) any similar or analogous powers under that Bail-In Legislation.

(ii) any reference to a provision of law is a reference to that provision as amended or re-enacted.

— REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK —

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

	THE GROUP COMPANIES :

	The Company:

	Pintec Technology Holdings Limited

	By:	/s/WEI Wei
	Name:	WEI Wei ( 魏伟 )
	Title:	Director

	The BVI Subsidiaries:

	Sky City Holdings Limited

	By:	/s/DONG Jun
	Name:	DONG Jun ( 董骏 )
	Title:	Director

	Next Hop Holdings Limited

	By:	/s/DONG Jun
	Name:	DONG Jun ( 董骏 )
	Title:	Director

Pintec Technology Holdings Limited - SIGNATURE PAGE OF SHAREHOLDERS AGREEMENT

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

	THE GROUP COMPANIES :

	The HK Companies:

	Sky City Hong Kong Limited

	By:	/s/ DONG Jun
	Name:	DONG Jun ( 董骏 )
	Title:	Director

	Next Hop Hong Kong Limited

	By:	/s/DONG Jun
	Name:	DONG Jun ( 董骏 )
	Title:	Director

	The PRC Subsidiaries:

	Sky City (Beijing) Technology Co., Ltd. (seal)

	( 思凯思特（北京）科技有限公司 )
	/s/ Sky City (Beijing) Technology Co., Ltd.

	By:	/s/ZHOU Jing
	Name:	ZHOU Jing ( 周静 )
	Title:	Legal Representative

	Pintec (Beijing) Technology Co., Ltd.
	( 品钛（北京）科技有限公司 )

	/s/ Pintec (Beijing) Technology Co., Ltd.
	By:	/s/WEI Wei
	Name:	WEI Wei ( 魏伟 )
	Title:	Legal Representative

Pintec Technology Holdings Limited - SIGNATURE PAGE OF SHAREHOLDERS AGREEMENT

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

	THE GROUP COMPANIES :

	The PRC Affiliates:

	Anquying (Tianjin) Business Information Consulting Co., Ltd.
	( 安趣盈（天津）商务信息咨询有限公司 )

	/s/Anquying (Tianjin) Business Information Consulting Co., Ltd.
	By:	/s/ZHOU Jing
	Name:	ZHOU Jing ( 周静 )
	Title:	Legal Representative

	Anquying (Shanghai) Investment Consulting Co., Ltd. (安趣盈（上海）投资咨询有限公司)

	/s/ Anquying (Shanghai) Investment Consulting Co., Ltd.
	By:	/s/CHEN Bingqing
	Name:	CHEN Bingqing
	Title:	Legal Representative

	Anquying (Ganzhou) Technology Co., Ltd.
	( 安趣盈（赣州）科技有限公司 )

	/s/ Anquying (Ganzhou) Technology Co., Ltd.
	By:	/s/WEI Wei
	Name:	WEI Wei ( 魏伟 )
	Title:	Legal Representative

Pintec Technology Holdings Limited - SIGNATURE PAGE OF SHAREHOLDERS AGREEMENT

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

	THE GROUP COMPANIES :

	The PRC Affiliates:

	Shenzhen Qianhai Minheng Commercial Factoring Co., Ltd.
	(深圳前海敏恒商业保理有限公司)

	/s/ Shenzhen Qianhai Minheng Commercial Factoring Co., Ltd.
	By:	/s/HAN Jiading
	Name:	HAN Jiading ( 韩嘉定 )
	Title:	Legal Representative

	Myfin Insurance Broker Co., Ltd.
	(麦芬保险经纪有限公司)

	/s/Myfin Insurance Broker Co., Ltd.
	By:	/s/WEI Wei
	Name:	WEI Wei ( 魏伟 )
	Title:	Legal Representative

	Pintec Jinke (Beijing) Information Technology Co., Ltd.
	( 品钛金科 ( 北京 ) 信息科技有限公司 )

	/s/ Pintec Jinke (Beijing) Information Technology Co., Ltd.
	By:	/s/WEI Wei
	Name:	WEI Wei ( 魏伟 )
	Title:	Legal Representative

Pintec Technology Holdings Limited - SIGNATURE PAGE OF SHAREHOLDERS AGREEMENT

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

	THE GROUP COMPANIES :

	The PRC Affiliates:

	Beijing Hongdian Fund Distributor Co., Ltd.
	( 北京虹点基金销售有限公司)

	/s/ Beijing Hongdian Fund Distributor Co., Ltd.
	By:	/s/ZHENG Yutong
	Name:	ZHENG Yutong ( 郑毓栋 )
	Title:	Legal Representative

	Xuanji Intelligence (Beijing) Technology Co., Ltd.
	( 璇玑智能（北京）科技有限公司 )

	/s/ Xuanji Intelligence (Beijing) Technology Co., Ltd.
	By:	/s/ZHENG Yutong
	Name:	ZHENG Yutong ( 郑毓栋 )
	Title:	Legal Representative

	Tianjin Xiangmu Asset Management Co., Ltd.
	( 天津橡木资产管理有限公司 )

	/s/ Tianjin Xiangmu Asset Management Co., Ltd.
	By:	/s/ZHENG Yutong
	Name:	ZHENG Yutong ( 郑毓栋 )
	Title:	Legal Representative

Pintec Technology Holdings Limited - SIGNATURE PAGE OF SHAREHOLDERS AGREEMENT

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

	THE FOUNDER S :

	/s/DONG Jun
	Name: DONG Jun ( 董骏 )

	/s/WEI Wei
	Name: WEI Wei ( 魏伟 )

	/s/PENG Xiaomei
	Name: PENG Xiaomei ( 彭笑玫 )

	/s/LI Yuyang
	Name: LI Yuyang ( 李宇阳 )

	/s/Freeman JR Richard Barry
	Name: Freeman JR Richard Barry

	/s/DONG Hao
	Name: DONG Hao( 董浩 )

	/s/ZHOU Jing
	Name: ZHOU Jing ( 周静 )

	/s/HU Wei
	Name: HU Wei ( 胡伟 )

Pintec Technology Holdings Limited - SIGNATURE PAGE OF SHAREHOLDERS AGREEMENT

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

	THE FOUNDER HOLDCO:

	GENIUS HUB LIMITED

	By:	/s/DONG Jun
	Name:	DONG Jun ( 董骏 )
	Title:	Director

	WISE PLUS LIMITED

	By:	/s/WEI Wei
	Name:	WEI wei ( 魏伟 )
	Title:	Director

	ROSY RANGE GLOBAL LIMITED

	By:	/s/ PENG Xiaomei
	Name:	PENG Xiaomei ( 彭笑玫 )
	Title:	Director

	EARNEST WAY INTERNATIONAL LIMITED

	By:	/s/LI Yuyang
	Name:	LI Yuyang ( 李宇阳 )
	Title:	Director

	CH Financial Holdings Ltd.

	By:	/s/Freeman JR Richard Barry
	Name:	Freeman JR Richard Barry
	Title:	Director

Pintec Technology Holdings Limited - SIGNATURE PAGE OF SHAREHOLDERS AGREEMENT

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

	THE FOUNDER HOLDCO :

	SPRING FOUNTAIN HOLDINGS LIMITED

	By:	/s/DONG Hao
	Name:	DONG Hao ( 董浩 )
	Title:	Director

	UP SAIL HOLDINGS LIMITED

	By:	/s/HU Wei
	Name:	HU Wei ( 胡伟 )
	Title:	Director

	Black Swan Investment Holdings Limited

	By:	/s/ZHOU Jing
	Name:	ZHOU Jing ( 周静 )
	Title:	Director

Pintec Technology Holdings Limited - SIGNATURE PAGE OF SHAREHOLDERS AGREEMENT

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

	THE INVESTORS :

	Vertex Asia Fund Pte. Ltd.

	By:	/s/TAY CHOON CHONG
	Name:	TAY CHOON CHONG
	Title:	Managing Director

Pintec Technology Holdings Limited - SIGNATURE PAGE OF SHAREHOLDERS AGREEMENT

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

	THE INVESTORS AND ANGEL SHAREHOLDERS :

	Peak Capital Advisory Limited

	By:	/s/BAI YE Feng
	Name:	BAI YE Feng
	Title:	Director

	Diversity Ventures Limited

	By:	/s/ BAI YE Feng
	Name:
	Title:

	Dreamland Ventures Limited

	By:	/s/ CAI Qinghong
	Name:	CAI Qinghong
	Title:

Pintec Technology Holdings Limited - SIGNATURE PAGE OF SHAREHOLDERS AGREEMENT

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

	THE INVESTORS :

	Magic Stone Hong Tao Alternative Fund, L.P.


	By:	/s/Jenny ZENG
	Name:
	Title:

Pintec Technology Holdings Limited - SIGNATURE PAGE OF SHAREHOLDERS AGREEMENT

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

	THE INVESTORS :

	Magic Stone Alternative Private Equity Fund, L.P.


	By:	/s/Jenny ZENG
	Name:
	Title:

Pintec Technology Holdings Limited - SIGNATURE PAGE OF SHAREHOLDERS AGREEMENT

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

	THE INVESTORS :

	Zhong Capital Fund, L.P.


	By:	/s/GUO Jia
	Name:
	Title:	Director

Pintec Technology Holdings Limited - SIGNATURE PAGE OF SHAREHOLDERS AGREEMENT

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

	THE INVESTORS :

	CHEER FORTUNE INVESTMENT LIMITED
	( 福至投資有限公司 )


	By:	/s/GUO Jia
	Name:
	Title:

Pintec Technology Holdings Limited - SIGNATURE PAGE OF SHAREHOLDERS AGREEMENT

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

	THE INVESTORS :


	FUDA INVESTMENT INC.


	By:	/s/GUO Jia
	Name:
	Title:

Pintec Technology Holdings Limited - SIGNATURE PAGE OF SHAREHOLDERS AGREEMENT

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

	THE INVESTORS :


	VENTECH CHINA S.À R.L.
	acting in its capacity as general partner of
	VENTECH CHINA II SICAR


	By:	/s/GUO Jia
	Name:	GUO Jia
	Title:	Authorized Signatory

Pintec Technology Holdings Limited - SIGNATURE PAGE OF SHAREHOLDERS AGREEMENT

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

	THE INVESTORS :


	Moon Wan Sun Investments Company Limited


	By:	/s/Denise LAM
	Name:	Denise LAM
	Title:	Authorized Signatory

Pintec Technology Holdings Limited - SIGNATURE PAGE OF SHAREHOLDERS AGREEMENT

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

	THE INVESTORS :


	Matrix Partners China III Hong Kong Limited


	By:	/s/SHAO Yibo
	Name:	SHAO Yibo
	Title:	Director

Pintec Technology Holdings Limited - SIGNATURE PAGE OF SHAREHOLDERS AGREEMENT

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

	THE INVESTORS :


	Halvorson Ventures Limited


	By:	/s/BAI Ye Feng
	Name:
	Title:

Pintec Technology Holdings Limited - SIGNATURE PAGE OF SHAREHOLDERS AGREEMENT

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

	THE INVESTORS :


	Xiaomi Ventures Limited

	/s/Xiaomi Ventures Limited
	By:	/s/WONG Kong Kat
	Name:
	Title:

Pintec Technology Holdings Limited - SIGNATURE PAGE OF SHAREHOLDERS AGREEMENT

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

	THE INVESTORS :


	Shunwei TMT III Limited


	By:	/s/Tuck Lye Koh
	Name:	Tuck Lye Koh
	Title:	Director

Pintec Technology Holdings Limited - SIGNATURE PAGE OF SHAREHOLDERS AGREEMENT

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

	THE INVESTORS :


	Hillingdon Ventures Limited


	By:	/s/Louis CHOY
	Name:	Louis CHOY
	Title:	Director

Pintec Technology Holdings Limited - SIGNATURE PAGE OF SHAREHOLDERS AGREEMENT

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

	THE INVESTORS :


	Sheen Profit Holdings Limited


	By:	/s/Kent HO
	Name:	Kent HO
	Title:	Director

Pintec Technology Holdings Limited - SIGNATURE PAGE OF SHAREHOLDERS AGREEMENT

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

	THE INVESTORS:


	China eCapital Investment Holdings, Ltd.


	By:	/s/Ran WANG
	Name:
	Title:

Pintec Technology Holdings Limited - SIGNATURE PAGE OF SHAREHOLDERS AGREEMENT

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

	THE INVESTORS:


	Investec Bank plc


	By:	/s/Shi JUN /s/Ting CHEN
	Name:	Shi JUN, Ting CHEN
	Title:	Authorised Signatories

Pintec Technology Holdings Limited - SIGNATURE PAGE OF SHAREHOLDERS AGREEMENT

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

	THE INVESTORS:


	DELIGHT TREASURE HOLDINGS LIMITED


	By:	/s/Cyrus WEN
	Name:	Cyrus WEN
	Title:	Director

Pintec Technology Holdings Limited - SIGNATURE PAGE OF SHAREHOLDERS AGREEMENT

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

	THE INVESTORS:


	PRIME EVER GROUP LIMITED


	By:	/s/TUNG Sun Tat Clement
	Name:	TUNG Sun Tat Clement
	Title:	Director

Pintec Technology Holdings Limited - SIGNATURE PAGE OF SHAREHOLDERS AGREEMENT

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

	THE INVESTORS :


	Mandra iBase Limited


	By:	/s/Song-Yi ZHANG
	Name:	Song-Yi ZHANG
	Title:	Director

Pintec Technology Holdings Limited - SIGNATURE PAGE OF SHAREHOLDERS AGREEMENT

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

	THE INVESTORS :


	Woo Foong Hong Limited


	By:	/s/Song-Yi ZHANG
	Name:	Song-Yi ZHANG
	Title:	Director

Pintec Technology Holdings Limited - SIGNATURE PAGE OF SHAREHOLDERS AGREEMENT

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

	THE INVESTORS :


	New Fortune Fund L.P.


	By:	LIU Yunli
	Name:	LIU Yunli
	Title:	Authorized Signatory

Pintec Technology Holdings Limited - SIGNATURE PAGE OF SHAREHOLDERS AGREEMENT

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

	THE INVESTORS :

	Asembly Fintech Limited


	By:	/s/Cyrus WEN
	Name:	Cyrus WEN
	Title:	Director

Pintec Technology Holdings Limited - SIGNATURE PAGE OF SHAREHOLDERS AGREEMENT

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

	THE INVESTORS :

	Genesis Ventures Limited


	By:	/s/OEI Kang Eric
	Name:	OEI Kang Eric
	Title:	Director

Pintec Technology Holdings Limited - SIGNATURE PAGE OF SHAREHOLDERS AGREEMENT

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

	THE INVESTORS :

	True Radiant Limited


	By:	/s/Wikawi OEI
	Name:	Wikawi OEI
	Title:	Director

Pintec Technology Holdings Limited - SIGNATURE PAGE OF SHAREHOLDERS AGREEMENT

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

	THE INVESTORS :

	Yang Zhizhong

	YANG Zhihong

Pintec Technology Holdings Limited - SIGNATURE PAGE OF SHAREHOLDERS AGREEMENT

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

	THE INVESTORS :

	Lucky P2P Limited


	By:	/s/Lau Tak Kei Arthur
	Name:	Lau Tak Kei Arthur
	Title:

Pintec Technology Holdings Limited - SIGNATURE PAGE OF SHAREHOLDERS AGREEMENT

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

	THE INVESTORS :

	Precise Noble Limited


	By:	/s/Roland WONG
	Name:	Roland WONG
	Title:	Director

Pintec Technology Holdings Limited - SIGNATURE PAGE OF SHAREHOLDERS AGREEMENT

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

	THE INVESTORS :

	David Charles Desilets

	/s/David Charles Desilets

Pintec Technology Holdings Limited - SIGNATURE PAGE OF SHAREHOLDERS AGREEMENT

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

	THE INVESTORS :

	Eternity Rich Investments Ltd.


	By:	/s/Christina GREG
	Name:	Christina GREG
	Title:	Director

Pintec Technology Holdings Limited - SIGNATURE PAGE OF SHAREHOLDERS AGREEMENT

SCHEDULE 1

Founders

NAME		ID/Passport NO.
DONG Jun(董骏)		530103197701042116
WEI Wei(魏伟)		130202197312090637
PENG Xiaomei(彭笑玫)		110101197201143040
LI Yuyang(李宇阳)		110104197708022511
Freeman JR Richard Barry		USA Passport: 565704880
DONG Hao (董浩)		630104198611210010
HU Wei（胡伟）		341002198206130213
ZHOU Jing（周静）		USA Passport:P467049605

SCHEDULE 2-A

Founder Holdcos

Name of Investors		Number of Ordinary Shares
GENIUS HUB LIMITED		23,722,804 Ordinary Shares
WISE PLUS LIMITED		15,698,914 Ordinary Shares
ROSY RANGE GLOBAL LIMITED		12,360,777 Ordinary Shares
EARNEST WAY INTERNATIONAL LIMITED		6,977,295 Ordinary Shares
CH Financial Holdings Ltd.		4,186,378 Ordinary Shares
SPRING FOUNTAIN HOLDINGS LIMITED		4,992,642 Ordinary Shares
UP SAIL HOLDINGS LIMITED		400,000 Ordinary Shares
Black Swan Investment Holdings Limited		1,000,000 Ordinary Shares
Total		69,338,810 Ordinary Shares

SCHEDULE 2-B

Angel Shareholders

Name of Investors		Number of Ordinary Shares
Diversity Ventures Limited		1,726,111 Ordinary Shares
Dreamland Ventures Limited		200,400 Ordinary Shares
China eCapital Investment Holdings, Ltd.		300,536 Ordinary Shares
Total		2,227,047

SCHEDULE 2-C

Series Seed-A Investors

Name of Investors		Number of Series Seed-A Preferred Shares
Peak Capital Advisory Limited		2,500,000 Series Seed-A-1 Preferred Shares
VENTECH CHINA II SICAR		13,750,000 Series Seed-A-2 Preferred Shares
Moon Wan Sun Investments Company Limited		3,928,568 Series Seed-A-2 Preferred Shares
Total		20,178,568

SCHEDULE 2-D

Series Seed-B Investors

Name of Investors		Number of Series Seed-B Preferred Shares
Xiaomi Ventures Limited		14,651,116 Series Seed-B Preferred Shares
Shunwei TMT III Limited		4,883,705 Series Seed-B Preferred Shares
Halvorson Ventures Limited		929,782 Series Seed-B Preferred Shares
Ventech China II SICAR		3,165,886 Series Seed-B Preferred Shares
Matrix Partners China III Hong Kong Limited		6,010,714 Series Seed-B Preferred Shares
Vertex Asia Fund Pte. Ltd.		4,207,500 Series Seed-B Preferred Shares
Moon Wan Sun Investments Company Limited		904,538 Series Seed-B Preferred Shares
Magic Stone Hong Tao Alternative Fund, L.P.		2,003,571 Series Seed-B Preferred Shares
Hillingdon Ventures Limited		500,893 Series Seed-B Preferred Shares
Total		37,257,705

SCHEDULE 2-E

Series Seed-C Investors

Name of Investors		Number of Series Seed-C Preferred Shares
Investec Bank plc		10,689,488 Series Seed-C Preferred Shares
DELIGHT TREASURE HOLDINGS LIMITED		2,210,630 Series Seed-C Preferred Shares
PRIME EVER GROUP LIMITED		1,068,947 Series Seed-C Preferred Shares
Eternity Rich Investments Ltd.		156,327 Series Seed-C Preferred Shares
Matrix Partners China III Hong Kong Limited		6,108,278 Series Seed-C Preferred Shares
Vertex Asia Fund Pte. Ltd.		763,534 Series Seed-C Preferred Shares
Zhong Capital Fund, L.P.		3,817,674 Series Seed-C Preferred Shares
CHEER FORTUNE INVESTMENT LIMITED (福至投資有限公司)		1,690,463 Series Seed-C Preferred Shares
FUDA INVESTMENT INC.		218,371 Series Seed-C Preferred Shares
Ventech China II SICAR		763,535 Series Seed-C Preferred Shares
Moon Wan Sun Investments Company Limited		1,450,715 Series Seed-C Preferred Shares
Magic Stone Alternative Private Equity Fund, L.P.		5,726,508 * Series Seed-C Preferred Shares
Halvorson Ventures Limited		572,651 Series Seed-C Preferred Shares
Xiaomi Ventures Limited		2,305,371 Series Seed-C Preferred Shares

Shunwei TMT III Limited		1,632,996 Series Seed-C Preferred Shares
Hillingdon Ventures Limited		167,486 Series Seed-C Preferred Shares
Sheen Profit Holdings Limited		38,177 Series Seed-C Preferred Shares
China eCapital Investment Holdings, Ltd.		7,214 Series Seed-C Preferred Shares
Woo Foong Hong Limited		1,908,837 Series Seed-C Preferred Shares
Mandra iBase Limited		1,450,716 Series Seed-C Preferred Shares
Total		42,747,918

* The Applicable Conversion Price (as defined in the Restated Articles) for Magic Stone Alternative Private Equity Fund, L.P. is different and shall be $1.56775.

SCHEDULE 2-F (i)

Series A-1 Investors

Name of Investors		Number of Series Preferred Shares
Mandra iBase Limited		16,252,912 Series A-1 Preferred Shares
Asembly Fintech Limited		5,200,931 Series A-1 Preferred Shares
Shunwei TMT III Limited		1,300,233 Series A-1 Preferred Shares
David Charles Desilets		1,300,233 Series A-1 Preferred Shares
CHEER FORTUNE INVESTMENT LIMITED (福至投資有限公司)		946,254 Series A-1 Preferred Shares
Hillingdon Ventures Limited		650,116 Series A-1 Preferred Shares
Total		25,650,679

SCHEDULE 2-F (ii)

Series A-2 Investors

Name of Investors		Number of Series Preferred Shares
New Fortune Fund L.P.		18,201,422 Series A-2 Preferred Shares
Genesis Ventures Limited		3,033,570 Series A-2 Preferred Shares
True Radiant Limited		1,820,142 Series A-2 Preferred Shares
Yang Zhizhong		1,213,428 Series A-2 Preferred Shares
DELIGHT TREASURE HOLDINGS LIMITED		2,548,199 Series A-2 Preferred Shares
Asembly Fintech Limited		3,033,570 Series A-2 Preferred Shares
Lucky P2P Limited		6,067,141 Series A-2 Preferred Shares
Precise Noble Limited		910,071 Series A-2 Preferred Shares
Sheen Profit Holdings Limited		182,014 Series A-2 Preferred Shares
Mandra iBase Limited		910,071 Series A-2 Preferred Shares
Woo Foong Hong Limited		910,071 Series A-2 Preferred Shares
Total		38,829,699

SCHEDULE 3

Competitor s

人人贷

量化派

闪银

点融网

拍拍贷

EXHIBIT A

Notices

If to the Group Companies and the Founders:

Address: 16 th Floor Tower A, Winterless Centre, No 1, Xidawang Road, Chaoyang District, Beijing

Attn: Dong Jun

Tel: +86 10 5658 0668

Fax: +852 3006 5416

Email:

If to Vertex Asia Fund Pte. Ltd.:

Address: 250 North Bridge Road

#11-01 Raffles City Tower

Singapore 179101

Attn: TAY CHOON CHONG, Managing Director

Tel: +65 68288008

Email:

If to Peak Capital Advisory Limited, Diversity Ventures Limited and Dreamland Ventures Limited:

Address: Flat F, 9/F, Tower 1, Harbour Green No.8 Sham Mong Rd. Tai Kok Tsui Kowloon, Hong Kong

Attn: BAI YE Feng

Tel: +852 9758 1851

Fax: +852 30065416

Email:

If to Investec Bank plc:

Address: 2 Gresham Street, London, EC2V 7QP, United Kingdom

Copy to: Suite 3609, 36 Floor, Two IFC, No.8 Finance Street, Central, Hong Kong

Attn: Mr. Richard Forlee / Mr. Nicolas de Mascarel / Mr. Ting Chen

Tel: +852 3187 5002 / +852 3187 5005

Fax: +852 — 2524 3360

Email: rforlee@investec.com.hk / ndemascarel@investec.com.hk / tchen@investec.com.hk

If to DELIGHT TREASURE HOLDINGS LIMITED:

Address: 21/F, Hong Kong Diamond Exchange Building, 8-10 Duddell Street, Central, Hong Kong

Attn: Cyrus Wen

Tel: +852 6133 3225

Fax: +852 2810 6995

Email:

If to PRIME EVER GROUP LIMITED:

Address: 3/F, 100QRC, 100 Queen’s Road Central, Central, Hong Kong

Attn: Clement Tung/ Cyrus Wen

Tel: +852 3728 2828

Fax: +852 3728 2829

Email: clement.tung@stifg.com, cc pe@stifg.com

If to Matrix Partners China III Hong Kong Limited:

Address: Flat 2807, 28/F, AIA Central, No.1 Connaught Road, Central, Hong Kong

Attn: Matrix Partners HK Management Limited, Harry Man

Tel: (852) 3651 6220

Fax: (852) 3651 6111

Email: harry.man@matrixpartners.com.cn, notice@matrixpartners.com.cn

If to Zhong Capital Fund, L.P.:

Address: 1507, Tower B, Parkview Green, No.9 Dongdaqiao Road, Chaoyang District, Beijing, PRC (北京市朝阳区东大桥路9号芳草地购物中心写字楼B座1507)

Attn: GUO Jia

Tel: +86 10 8587 5090

Email:

If to CHEER FORTUNE INVESTMENT LIMITED ( 福至投資有限公司 ):

Address: 1507, Tower B, Parkview Green, No.9 Dongdaqiao Road, Chaoyang District, Beijing, PRC (北京市朝阳区东大桥路9号芳草地购物中心写字楼B座1507)

Attn: GUO Jia

Tel: +86 10 8587 5090

Email:

If to FUDA INVESTMENT INC.:

Address: 1507, Tower B, Parkview Green, No.9 Dongdaqiao Road, Chaoyang District, Beijing, PRC (北京市朝阳区东大桥路9号芳草地购物中心写字楼B座1507)

Attn: GUO Jia

Tel: +86 10 8587 5090

Email:

If to Ventech China II SICAR:

Address: 1507, Tower B, Parkview Green, No.9 Dongdaqiao Road, Chaoyang District, Beijing, PRC (北京市朝阳区东大桥路9号芳草地购物中心写字楼B座1507)

Attn: GUO Jia

Tel: +86 10 8587 5090

Email:

If to Moon Wan Sun Investments Company Limited:

Address: Unit 606, 6th Floor, Alliance Building133, Connaught Road Central, Hong Kong

Attn: GUO Jia

Tel: +86 10 8587 6969

Email:

If to Magic Stone Hong Tao Alternative Fund, L.P. and Magic Stone Alternative Private Equity Fund, L.P.:

Address: D36, No.18 Xiaoyun Road, King’s Garden, Chaoyang District, Beijing, China

Attn: Jenny Zeng

Tel: +86 10 8518 7722

E-mail: jennyzeng@magicstoneinvest.com

If to Halvorson Ventures Limited:

Address: Flat F, 9/F, Tower 1, Harbour Green

No.8 Sham Mong Rd. Tai Kok Tsui

Kowloon, Hong Kong

Attn: BAI YE Feng

Tel: +852 9758 1851

Fax: +852 30065416

Email:

If to Xiaomi Ventures Limited:

Address: 12F, East Office Building, the Rainbow City of China Resources, No. 68 Qinghe Middle Street, Haidian, Beijing

Attn: Liu Xin

Tel: +86-10-6060 6666

Fax: +86-10-6060 6666

Email: zhangminli@xiaomi.com

If to Shunwei TMT III Limited:

Address: P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands

Attn: Mr. Tuck Lye Koh (许达来)

With a copy to:

Address: Unit 1309A, 13/F, Cable TV Tower, No. 9 Hoi Shing Road, Tsuen Wan, N.T., Hong Kong

Attn: Mr. Tuck Lye Ko h (许达来)

Tel: +852 24050088

Fax: +852 24050003

Email:

If to Hillingdon Ventures Limited:

Address: House 10, Rosecliff, 20 Tai Tam Road, Hong Kong

Attn: Louis Chung Wai Choy

Email: Louis@louischoy.com

If to Sheen Profit Holdings Limited:

Address: 21/F Sing Tao News Corp 3 Tung Wang Rd, Shau Kei Wan, Hong Kong

Attn: Kent Ho

Email:

If to China eCapital Investment Holdings, Ltd. ：

Address: 1001, China Resources Building, No. 8 Jianguomenbei Ave. Beijing, 100005, P.R.China

Attn: Ran Wang

Tel: + 86.10.85192080

Email:

If to Mandra iBase Limited:

Address: 10/F., Fung House, 19-20 Connaught Road Central, Hong Kong

Attn: Song-Yi Zhang / Kenneth Nuyen / Frankie Chan

Tel: +852 2526 0668

Fax: +852 3113 8252

Email: zhangsy@mandra.hk/nuyenkk@mandra.hk / chanfy@mandra.hk

If to Woo Foong Hong Limited:

Address: 10/F., Fung House, 19-20 Connaught Road Central, Hong Kong

Attn: Song-Yi Zhang / Kenneth Nuyen / Frankie Chan

Tel: +852 2526 0668

Fax: +852 3113 8252

Email: zhangsy@mandra.hk/nuyenkk@mandra.hk / chanfy@mandra.hk

If to Eternity Rich Investments Ltd.:

Address: c/o Gaw Capital Partners, 18/F No 68 Yee Wo Street, Causeway Bay, Hong Kong

Attn: Greg Donohugh

Tel: +852-9752-5450, +852 2583 7762

Email: donohugh@mac.com, VickyLi@gawcapital.com

If to Asembly Fintech Limited:

Address: 21/F, Hong Kong Diamond Exchange Building, 8-10 Duddell Street, Central, Hong Kong

Attn: Cyrus Wen

Tel: +852 6133 3225

Fax: +852 2810 6995

If to David Charles Desilets:

Address: 94 Flat 3, Santa Rosa Court, Fuxa Street, San Gwann, SGN1305, Malta.

Attn: David Charles Desilets

Tel:

Email:

If to New Fortune Fund L.P.:

Address:

Attn:

Tel:

Email:

If to Genesis Ventures Limited:

Address: Unit 802B & 803, 8th Floor, Tower 2, South Seas Centre, 75 Mody Road, Tsimshatsui East, Kowloon, Hong Kong

Attn: Mr. OEI Kang Eric

Tel: 2731-0005

Email: eric.oei@hkcholdings.com

If to True Radiant Limited:

Address:

Attn:

Tel: 86-21-22839613

Email: dannyoei@gmail.com

If to Yang Zhizhong:

Address: 10D, Hengfa Villa, Chaiwan, Hong Kong

Attn: Yang Zhizhong

Tel:

Email: zzy0141@gmail.com

If to Lucky P2P Limited:

Address: 21/F, Hong Kong Diamond Exchange Building, 8-10 Duddell Street, Central, Hong Kong

Attn: Cyrus Wen

Tel: +852 6133 3225

Fax: +852 2810 6995

If to Precise Noble Limited:

Address: 17/F., BEA Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong

Attn: Roland Wong

Tel: (852) 2290 0272

Email: rolandwong@thingon.com

Exhibit 10.1

PINTEC TECHNOLOGY HOLDINGS LIMITED

SHARE INCENTIVE PLAN

PREFACE

This Plan provides for the option grant program set forth in Section 5 under which Eligible Persons (as defined in Section 3) may, at the discretion of the Administrator, be granted Options. Section 2 of this Plan contains the general rules regarding the administration of this Plan. Section 3 sets forth the requirements for eligibility to receive an Award grant under this Plan. Section 4 describes the authorized shares of the Company that may be subject to Awards granted under this Plan. Section 6 contains other provisions applicable to all Awards granted under this Plan. Section 7 provides definitions for certain capitalized terms used in this Plan and not otherwise defined herein.

1. PURPOSE OF THE PLAN .

The purpose of this Plan is to promote the success of the Company and the interests of its shareholders by providing a means through which the Company may grant equity-based incentives to attract, motivate, retain and reward certain officers, employees, directors and other eligible persons and to further link the interests of Award recipients with those of the Company’s shareholders generally.

2. ADMINISTRATION .

2.1 Administrator . This Plan shall be administered by and all Awards under this Plan shall be authorized by the Administrator. The “ Administrator ” means the Board or one or more committees appointed by the Board or another committee (within its delegated authority) to administer all or certain aspects of this Plan. Any such committee shall be comprised solely of one or more directors or such number of directors as may be required under applicable law. A committee may delegate some or all of its authority to another committee so constituted. The Board or a committee comprised solely of directors may also delegate, to the extent permitted by the Companies Law (Revised) of the Cayman Islands and any other applicable law, to one or more officers of the Company, its powers under this Plan (a) to designate the officers and employees of the Company and its Affiliates who will receive grants of Awards under this Plan, and (b) to determine the number of shares subject to, and the other terms and conditions of, such Awards. The Board may delegate different levels of authority to different committees with administrative and grant authority under this Plan. Unless otherwise provided in the Memorandum and Articles of Association of the Company or the applicable charter of any Administrator: (a) a majority of the members of the acting Administrator shall constitute a quorum, and (b) the vote of a majority of the members present assuming the presence of a quorum or the unanimous written consent of the members of the Administrator shall constitute action by the acting Administrator.

2.2 Plan Awards; Interpretation; Powers of Administrator . Subject to the express provisions of this Plan, the Administrator is authorized and empowered to do all things it deems necessary or desirable in connection with the authorization of Awards and the administration of

this Plan (in the case of a committee or delegation to one or more officers, within the authority delegated to that committee or person(s)), including, without limitation, the authority to:

(a) determine eligibility and, from among those persons determined to be eligible, the particular Eligible Persons who will receive Awards;

(b) grant Awards to Eligible Persons, determine the price and number of securities to be offered or awarded to any of such persons, determine the other specific terms and conditions of Awards consistent with the express limits of this Plan, establish the installments (if any) in which such Awards will become exercisable or will vest (which may include, without limitation, performance and/or time-based schedules) or determine that no delayed exercisability or vesting is required, establish any applicable performance targets, and establish the events of termination or reversion of such Awards;

(d) construe and interpret this Plan and any Award Agreement or other agreements defining the rights and obligations of the Company, its Affiliates, and Participants under this Plan, make factual determinations with respect to the administration of this Plan, further define the terms used in this Plan, and prescribe, amend and rescind rules and regulations relating to the administration of this Plan or the Awards;

(e) cancel, modify, or waive the Company’s rights with respect to, or modify, discontinue, suspend, or terminate any or all outstanding Awards, subject to any required consent under Section 6.7.4;

(f) accelerate or extend the vesting or exercisability or extend the term of any or all outstanding Awards (within the maximum ten-year term of Awards under Sections 5.4.2) in such circumstances as the Administrator may deem appropriate (including, without limitation, in connection with a termination of employment or services or other events of a personal nature);

(g) determine Fair Market Value for purposes of this Plan and Awards;

(h) determine the duration and purposes of leaves or absence that may be granted to Participants without constituting a termination of their employment for purposes of this Plan; and

(i) determine whether, and the extent to which, adjustments are required pursuant to Section 6.3 hereof and authorize the termination, conversion, substitution or succession of awards upon the occurrence of an event of the type described in Section 6.3.

2.3 Binding Determinations . Any action taken by, or inaction of, the Company, any Affiliate, the Board or the Administrator relating or pursuant to this Plan or under applicable law shall be within the absolute discretion of that entity or body and shall be conclusive and binding upon all persons. Neither the Board nor the Administrator, nor any member thereof or person acting at the direction thereof, shall be liable for any act, omission, interpretation, construction or determination made in good faith in connection with this Plan (or any Award), and all such persons shall be entitled to indemnification and reimbursement by the Company in respect of any claim, loss, damage or expense (including, without limitation, attorneys’ fees) arising or resulting therefrom to the fullest extent permitted by law and/or under any directors and officers liability insurance coverage that may be in effect from time to time.

2.4 Reliance on Experts . In making any determination or in taking or not taking any action under this Plan, the Administrator or the Board, as the case may be, may obtain and may rely upon the advice of experts, including employees of and professional advisors to the Company. No director, officer or agent of the Company or any of its Affiliates shall be liable for any such action or determination taken or made or omitted in good faith.

2.5 Delegation . The Administrator may delegate ministerial, non-discretionary functions to individuals who are officers or employees of the Company or any of its Affiliates or to third parties.

3. ELIGIBILITY .

Awards may be granted under this Plan only to those persons that the Administrator determines to be Eligible Persons. An “ Eligible Person ” means any person who qualifies as one of the following at the time of grant of the respective Award:

(a) an officer (whether or not a director) or employee of the Company or any of its Affiliates;

(b) any member of the Board; or

(c) any director of one of the Company’s Affiliates, or any individual consultant or advisor who renders or has rendered bona fide services (other than services in connection with the offering or sale of securities of the Company or one of its Affiliates, as applicable, in a capital raising transaction or as a market maker or promoter of that entity’s securities) to the Company or one of its Affiliates.

An advisor or consultant may be selected as an Eligible Person pursuant to clause (c) above only if such person’s participation in this Plan would not adversely affect (1) the Company’s eligibility to rely on an exemption from registration under the Securities Act for the offering of shares issuable under this Plan by the Company, such as under Rule 701, or (2) the Company’s compliance with any other applicable laws.

An Eligible Person may, but need not, be granted one or more Awards pursuant to Section 5. An Eligible Person who has been granted an Award under this Plan may, if otherwise eligible, be granted additional Awards under this Plan if the Administrator so determines.

However, a person’s status as an Eligible Person is not a commitment that any Award will be granted to that person under this Plan.

Each Award granted under this Plan must be approved by the Administrator at or prior to the grant of the Award.

4. SHARES SUBJECT TO THE PLAN .

4.1 Shares Available . Subject to the provisions of Section 6.3.1, the shares that may be delivered under this Plan will be the Company’s authorized but unissued Ordinary Shares. The Ordinary Shares issued and delivered may be issued and delivered for any lawful consideration.

4.2 Share Limits . Subject to the provisions of Section 6.3.1 and further subject to the share counting rules of Section 4.3, the maximum number of Ordinary Shares that may be delivered pursuant to Awards granted under this Plan will not exceed 23,270,697 shares (the “ Share Limit ”) in the aggregate. * As required under U.S. Treasury Regulation Section 1.422-2(b)(3)(i), in no event will the number of Ordinary Shares that may be delivered pursuant to Incentive Stock Options granted under this Plan exceed the Share Limit.

4.3 Replenishment and Reissue of Unvested Awards . To the extent that an Award is settled in cash or a form other than Ordinary Shares, the shares that would have been delivered had there been no such cash or other settlement shall not be counted against the shares available for issuance under this Plan. No Award may be granted under this Plan unless, on the date of grant, the sum of (a) the maximum number of Ordinary Shares issuable at any time pursuant to such Award, plus (b) the number of Ordinary Shares that have previously been issued pursuant to Awards granted under this Plan, plus (c) the maximum number of Ordinary Shares that may be issued at any time after such date of grant pursuant to Awards that are outstanding on such date, does not exceed the Share Limit. Notwithstanding the foregoing, Ordinary Shares that are subject to or underlie Options granted under this Plan that expire or for any reason are canceled or terminated without having been exercised (or Ordinary Shares subject to or underlying the unexercised portion of such Options in the case of Options that were partially exercised), will again, except to the extent prohibited by law or applicable listing or regulatory requirements (and subject to any applicable limitations of the Code in the case of Awards intended to be Incentive Stock Options), be available for subsequent Award grants under this Plan. Shares that are exchanged by a Participant or withheld by the Company as full or partial payment in connection with any Award under this Plan, as well as any shares exchanged by a Participant or withheld by the Company or one of its Affiliates to satisfy the tax withholding obligations related to any Award, shall be available for subsequent awards under this Plan.

* Award grants (including the number of shares subject to Awards granted) must be structured to satisfy the requirements of Rule 701 promulgated under the Securities Act and applicable “blue sky” laws. Unless a higher percentage is approved by at least two-thirds of the outstanding shares entitled to vote, at no time shall the total number of shares subject to this Plan exceed a number of shares which is equal to 30% of the then-outstanding number of the Company’s Ordinary Shares (convertible preferred or convertible senior Ordinary Shares will be counted on an as if converted basis).

4.4 Reservation of Shares . The Company shall at all times reserve a number of Ordinary Shares sufficient to cover the Company’s obligations and contingent obligations to deliver shares with respect to Awards then outstanding under this Plan.

5. OPTION GRANT PROGRAM .

5.1 Option Grants in General . Each Option shall be evidenced by an Award Agreement in the form approved by the Administrator. The Award Agreement evidencing an Option shall contain the terms established by the Administrator for that Option, as well as any other terms, provisions, or restrictions that the Administrator may impose on the Option or any Ordinary Shares subject to the Option; in each case subject to the applicable provisions and limitations of this Section 5 and the other applicable provisions and limitations of this Plan. The Administrator may require that the recipient of an Option promptly execute and return to the Company his or her Award Agreement evidencing the Option. In addition, the Administrator may require that the spouse of any married recipient of an Option also promptly execute and return to the Company the Award Agreement evidencing the Option granted to the recipient or such other spousal consent form that the Administrator may require in connection with the grant of the Option.

5.2 Types of Options . The Administrator will designate each Option granted under this Plan to a U.S. resident as either an Incentive Stock Option or a Nonqualified Option, and such designation shall be set forth in the applicable Award Agreement. Any Option granted under this Plan to a U.S. resident that is not expressly designated in the applicable Award Agreement as an Incentive Stock Option will be deemed to be designated a Nonqualified Option under this Plan and not an “incentive stock option” within the meaning of Section 422 of the Code. Incentive Stock Options shall be subject to the provisions of Section 5.5 in addition to the provisions of this Plan applicable to Options generally. The Administrator may designate any Option granted under this Plan to a non-U.S. resident in accordance with the rules and regulations applicable to options in the jurisdiction in which such person is a resident. The Administrator may, in its discretion, designate any Option as an Early Exercise Option pursuant to Section 5.9.

5.3 Option Price .

5.3.1 Pricing Limits . Subject to the following provisions of this Section 5.3.1, the Administrator will determine the purchase price per share of the Ordinary Shares covered by each Option (the “exercise price” of the Option) at the time of the grant of the Option, which exercise price will be set forth in the applicable Award Agreement. In no case will the exercise price of an Option be less than the greater of:

(a) the par value of the Ordinary Shares;

(b) in the case of an Incentive Stock Option and subject to clause (c) below, or as otherwise required by applicable law, 100% of the Fair Market Value of the Ordinary Shares on the date of grant; or

(c) in the case of an Incentive Stock Option granted to a Participant described in Section 5.6, 110% of the Fair Market Value of the Ordinary Shares on the date of grant.

5.3.2 Payment Provisions . The Company will not be obligated to deliver certificates for the Ordinary Shares to be purchased on exercise of an Option unless and until it receives full payment of the exercise price therefor, all related withholding obligations under Section 6.6 have been satisfied, and all other conditions to the exercise of the Option set forth herein or in the Award Agreement have been satisfied. The purchase price of any Ordinary Shares purchased on exercise of an Option must be paid in full at the time of each purchase in such lawful consideration as may be permitted or required by the Administrator, which may include, without limitation, one or a combination of the following methods:

(a) cash, check payable to the order of the Company, or electronic funds transfer;

(b) notice and third party payment in such manner as may be authorized by the Administrator;

(d) by a reduction in the number of Ordinary Shares otherwise deliverable pursuant to the Award;

(e) subject to such procedures as the Administrator may adopt, pursuant to a “cashless exercise”; or

(f) if authorized by the Administrator or specified in the applicable Award Agreement, by a promissory note of the Participant consistent with the requirements of Section 5.3.3.

In no event shall any shares newly-issued by the Company be issued for less than the minimum lawful consideration for such shares or for consideration other than consideration permitted by applicable law. In the event that the Administrator allows a Participant to exercise an Award by delivering Ordinary Shares previously owned by such Participant and unless otherwise expressly provided by the Administrator, any shares delivered which were initially acquired by the Participant from the Company (upon exercise of an option or otherwise) must have been owned by the Participant for at least six months as of the date of delivery or such other period, if any, as the Administrator prescribes based on accounting or other applicable rules then in effect. Ordinary Shares used to satisfy the exercise price of an Option (whether previously-owned shares or shares otherwise deliverable pursuant to the terms of the Option) shall be valued at their Fair Market Value on the date of exercise. Unless otherwise expressly provided in the applicable Award Agreement, the Administrator may eliminate or limit a Participant’s ability to pay the purchase or exercise price of any Award by

any method other than cash payment to the Company. The Administrator may take all actions necessary to alter the method of Option exercise and the exchange and transmittal of proceeds with respect to Participants resident in the People’s Republic of China (“ PRC ”) not having permanent residence in a country other than the PRC in order to comply with applicable PRC foreign exchange and tax regulations.

5.3.3 Acceptance of Notes to Finance Exercise . The Company may, with the Administrator’s approval in each specific case, accept one or more promissory notes from any Eligible Person in connection with the exercise of any Option; provided that any such note shall be subject to the following terms and conditions:

(a) The principal of the note shall not exceed the amount required to be paid to the Company upon the exercise, purchase or acquisition of one or more Awards under this Plan and the note shall be delivered directly to the Company in consideration of such exercise, purchase or acquisition.

(b) The initial term of the note shall be determined by the Administrator; provided that the term of the note, including extensions, shall not exceed a period of five years.

(c) The note shall provide for full recourse to the Participant and shall bear interest at a rate determined by the Administrator, but not less than the interest rate necessary to avoid the imputation of interest under the Code and to avoid any adverse accounting consequences in connection with the exercise, purchase or acquisition.

(d) If the employment or services of the Participant by or to the Company and its Affiliates terminates, the unpaid principal balance of the note shall become due and payable on the 30th business day after such termination; provided, however, that if a sale of the shares acquired on exercise of the Option would cause such Participant to incur liability under Section 16(b) of the Exchange Act, the unpaid balance shall become due and payable on the 10 th business day after the first day on which a sale of such shares could have been made without incurring such liability assuming for these purposes that there are no other transactions (or deemed transactions) in securities of the Company by the Participant subsequent to such termination.

(e) If required by the Administrator or by applicable law, the note shall be secured by a pledge of any shares or rights financed thereby or other collateral, in compliance with applicable law.

The terms, repayment provisions, and collateral release provisions of the note and the pledge securing the note shall conform with all applicable rules and regulations, including those of the Federal Reserve Board of the United States and any applicable law, as then in effect.

5.4 Vesting; Term; Exercise Procedure .

5.4.1 Vesting . Except as provided in Section 5.9, an Option may be exercised only to the extent that it is vested and exercisable. The Administrator will determine the vesting and/or exercisability provisions of each Option (which may be based on performance criteria, passage of time or other factors or any combination thereof), which provisions will be set forth in the applicable Award Agreement. Unless the Administrator otherwise expressly provides, once exercisable an Option will remain exercisable until the expiration or earlier termination of the Option. To the extent required to satisfy applicable securities laws and subject to Section 5.7, no Option (except an Option granted to an officer, director, or consultant of the Company or any of its Affiliates) shall vest at a rate of less than 20% per year over five years after the date the Option is granted.

5.4.2 Term . Each Option shall expire not more than 10 years after its date of grant. Each Option will be subject to earlier termination as provided in or pursuant to Sections 5.7 and 6.3. Any payment of cash or delivery of shares in payment of or pursuant to an Option may be delayed until a future date if specifically authorized by the Administrator in writing and by the Participant.

5.4.3 Exercise Date. Unless otherwise expressly provided by the Administrator, and subject to applicable laws and regulations, the Option, to the extent then vested, shall become exercisable upon the earlier of (i) the Public Offering Date, (ii) the occurrence of a Change in Control Event, or (iii) the date the Administrator otherwise decides.

5.4.4 Exercise Procedure . Any exercisable Option will be deemed to be exercised when the Company receives written notice of such exercise from the Participant (on a form and in such manner as may be required by the Administrator), together with any required payment made in accordance with Section 5.3 and Section 6.6 and any written statement required pursuant to Section 6.5.1.

5.4.5 Voting Rights . A Participant shall duly sign a power of attorney for the authorization of all the voting and signing rights of the Ordinary Shares acquired upon exercise of the Option in substantially the form attached to the Award Agreement.

5.4.6 Fractional Shares/Minimum Issue . Fractional share interests will be disregarded, but may be accumulated. The Administrator, however, may determine that cash, other securities, or other property will be paid or transferred in lieu of any fractional share interests. No fewer than 100 shares (subject to

adjustment pursuant to Section 6.3.1) may be purchased on exercise of any Option at one time unless the number purchased is the total number at the time available for purchase under the Option.

5.5 Limitations on Grant and Terms of Incentive Stock Options .

5.5.1 US$100,000 Limit . To the extent that the aggregate Fair Market Value of shares with respect to which incentive stock options first become exercisable by a Participant in any calendar year exceeds US$100,000, taking into account both Ordinary Shares subject to Incentive Stock Options under this Plan and shares subject to incentive stock options under all other plans of the Company or any of its Affiliates, such options will be treated as nonqualified options. For this purpose, the Fair Market Value of the shares subject to options will be determined as of the date the options were awarded. In reducing the number of options treated as incentive stock options to meet the US$100,000 limit, the most recently granted options will be reduced (recharacterized as nonqualified options) first. To the extent a reduction of simultaneously granted options is necessary to meet the US$100,000 limit, the Administrator may, in the manner and to the extent permitted by law, designate which Ordinary Shares are to be treated as shares acquired pursuant to the exercise of an incentive stock option.

5.5.2 Other Code Limits . Incentive Stock Options may only be granted to individuals that are employees of the Company or one of its Affiliates and satisfy the other eligibility requirements of the Code. Any Award Agreement relating to Incentive Stock Options will contain or shall be deemed to contain such other terms and conditions as from time to time are required in order that the Option be an “incentive stock option” as that term is defined in Section 422 of the Code.

5.5.3 ISO Notice of Sale Requirement . Any Participant who exercises an Incentive Stock Option shall give prompt written notice to the Company of any sale or other transfer of the Ordinary Shares acquired on such exercise if the sale or other transfer occurs within (a) one year after the exercise date of the Option, or (b) two years after the grant date of the Option.

5.6 Limits on 10% Holders . No Incentive Stock Option may be granted to any person who, at the time the Incentive Stock Option is granted, owns (or is deemed to own under Section 424(d) of the Code) outstanding shares of the Company (or any of its Affiliates) possessing more than 10% of the total combined voting power of all classes of shares of the Company (or any of its Affiliates), unless the exercise price of such Incentive Stock Option is at least 110% of the Fair Market Value of the shares subject to the Incentive Stock Option and such Incentive Stock Option by its terms is not exercisable after the expiration of five years from the date such Incentive Stock Option is granted.

5.7 Effects of Termination of Employment /Service on Options .

5.7.1 Dismissal for Cause . Unless otherwise provided in the Award Agreement and subject to earlier termination pursuant to or as contemplated by Section 5.4.2

or 6.3, if a Participant’s employment by or service to the Company or any of its Affiliates is terminated by such entity for Cause, the Participant’s Option will terminate on the Participant’s Severance Date, whether or not the Option is then vested and/or exercisable.

5.7.2 Death or Disability . Unless otherwise provided in the Award Agreement (consistent with applicable securities laws) and subject to earlier termination pursuant to or as contemplated by Section 5.4.2 or 6.3, if a Participant’s employment by or service to the Company or any of its Affiliates terminates as a result of the Participant’s death or Total Disability:

(a) unless otherwise expressly provided by the Administrator, the Option, to the extent vested on the Participant’s Severance Date, shall still be under the name of the Participant and could be exercised when it becomes exercisable as stipulated in Section 5.4.3; and

(b) the Option, to the extent not vested on the Participant’s Severance Date, shall terminate on the Severance Date.

5.7.3 Other Terminations of Employment . Unless otherwise provided in the Award Agreement (consistent with applicable securities laws) and subject to earlier termination pursuant to or as contemplated by Section 5.4.2 or 6.3, if a Participant’s employment by or service to the Company or any of its Affiliates terminates for any reason other than a termination by such entity for Cause or because of the Participant’s death or Total Disability:

(b) the Option, to the extent not vested on the Participant’s Severance Date, shall terminate on the Severance Date.

5.8 Option Repricing/Cancellation and Re - grant/Waiver of Restrictions . Subject to Section 4 and Section 6.7 and the specific limitations on Options contained in this Plan, the Administrator from time to time may authorize, generally or in specific cases only, for the benefit of any Eligible Person, any adjustment in the exercise price, the vesting schedule, the number of shares subject to, or the term of, an Option granted under this Plan by cancellation of an outstanding Option and a subsequent re-granting of the Option, by amendment, by substitution of an outstanding Option, by waiver or by other legally valid means. Such amendment or other action may result in, among other changes, an exercise price that is higher or lower than the exercise price of the original or prior Option, provide for a greater or lesser number of Ordinary Shares subject to the Option, or provide for a longer or shorter vesting or exercise period.

5.9 Early Exercise Options . The Administrator may, in its discretion, designate any Option as an Early Exercise Option which, by express provision in the applicable Award Agreement, may be exercised prior to the date such Option has vested. If the Participant elects to exercise all or a portion of an Early Exercise Option before it is vested, the Ordinary Shares acquired under the Option which are attributable to the unvested portion of the Option shall be subject to the restrictions imposed on such shares, the conditions of release or lapse of such restrictions and other terms in relation thereto as specified in applicable Award Agreement

6. PROVISIONS APPLICABLE TO ALL AWARDS .

6.1 Rights of Eligible Persons, Participants and Beneficiaries .

6.1.1 Employment /Service Status . No person shall have any claim or rights to be granted an Award (or additional Awards, as the case may be) under this Plan, subject to any express contractual rights (set forth in a document other than this Plan) to the contrary.

6.1.2 No Employment/Service Contract . Nothing contained in this Plan (or in any other documents under this Plan or related to any Award) shall confer upon any Eligible Person or Participant any right to continue in the employ or other service of the Company or any of its Affiliates, constitute any contract or agreement of employment or other service or affect an employee’s status as an employee at will, nor shall interfere in any way with the right of the Company or any Affiliate to change such person’s compensation or other benefits, or to terminate his or her employment or other service, with or without cause at any time. Nothing in this Section 6.1.2, or in Section 6.3 or 6.15, however, is intended to adversely affect any express independent right of such person under a separate employment or service contract. An Award Agreement shall not constitute a contract of employment or service.

6.1.3 Plan Not Funded . Awards payable under this Plan will be payable in Ordinary Shares or from the general assets of the Company, and (except as to the share reservation provided in Section 4.4) no special or separate reserve, fund or deposit will be made to assure payment of such Awards. No Participant, Beneficiary or other person will have any right, title or interest in any fund or in any specific asset (including Ordinary Shares, except as expressly provided) of the Company or any of its Affiliates by reason of any Award hereunder. Neither the provisions of this Plan (or of any related documents), nor the creation or adoption of this Plan, nor any action taken pursuant to the provisions of this Plan will create, or be construed to create, a trust of any kind or a fiduciary relationship between the Company or any of its Affiliates and any Participant, Beneficiary or other person. To the extent that a Participant, Beneficiary or other person acquires a right to receive payment pursuant to any Award hereunder, such right will be no greater than the right of any unsecured general creditor of the Company.

6.1.4 Charter Documents . The Memorandum and Articles of Association of the Company, as may lawfully be amended from time to time, may provide for additional restrictions and limitations with respect to the Ordinary Shares (including additional restrictions and limitations on the voting or transfer of Ordinary Shares) or priorities, rights and preferences as to securities and interests prior in rights to the Ordinary Shares. To the extent that these restrictions and limitations are greater than those set forth in this Plan or any Award Agreement, such restrictions and limitations shall apply to any Ordinary Shares acquired pursuant to the exercise of Awards and are incorporated herein by this reference.

6.2 No Transferability; Limited Exception to Transfer Restrictions .

6.2.1 Limit On Exercise and Transfer . Unless otherwise expressly provided in (or pursuant to) this Section 6.2, by applicable law and by the Award Agreement, as the same may be amended:

(a) all Awards are non-transferable and will not be subject in any manner to sale, transfer, anticipation, alienation, assignment, pledge, encumbrance or charge;

(b) Awards will be exercised only by the Participant; and

(c) amounts payable or shares issuable pursuant to an Award will be delivered only to (or for the account of), and, in the case of Ordinary Shares, registered in the name of, the Participant.

In addition, the shares shall be subject to the restrictions set forth in the applicable Award Agreement.

6.2.2 Further Exceptions to Limits On Transfer . The exercise and transfer restrictions in Section 6.2.1 will not apply to:

(a) transfers to the Company;

(b) transfers by gift to “immediate family” as that term is defined in SEC Rule 16a-1(e) promulgated under the Exchange Act;

(c) the designation of a Beneficiary to receive benefits if the Participant dies or, if the Participant has died, transfers to or exercises by the Participant’s Beneficiary, or, in the absence of a validly designated Beneficiary, transfers by will or the laws of descent and distribution; or

(d) if the Participant has suffered a disability, permitted transfers or exercises on behalf of the Participant by the Participant’s duly authorized legal representative.

Notwithstanding anything else in this Section 6.2.2 to the contrary, but subject to compliance with all applicable laws, unless otherwise determined by the Administrator, Incentive Stock Options will be subject to any and all transfer restrictions under the Code applicable to such awards or necessary to maintain the intended tax consequences of such Awards. Notwithstanding clause (b) above but subject to compliance with all applicable laws, any contemplated transfer by gift to “immediate family” as referenced in clause (b) above is subject to the condition precedent that the transfer be approved by the Administrator in order for it to be effective.

6.2.3 Company’s Call Right. The Company shall have the right (but not the obligation) to repurchase in one or more transactions in connection with the Participant’s termination of employment by or services to the Company or any of its Affiliates, and the Participant (or any permitted transferee) shall be obligated to sell any of the shares acquired in accordance with Sections 5 of this Plan or any Option at the Repurchase Price (the “ Call Right ”). The Company may designate and assign one or more employees, officers or shareholders of the Company or other persons to exercise all or a part of the Company’s Call Rights under this Section 6.2.3.

6.3 Adjustments; Changes in Control .

6.3.1 Adjustments . Upon or in contemplation of any reclassification, recapitalization, share split (including a share split in the form of a share dividend) or reverse share split (“share split”); any merger, amalgamation, combination, consolidation or other reorganization; any split-up, spin-off, or similar extraordinary dividend distribution in respect of the Ordinary Shares (whether in the form of securities or property); any exchange of Ordinary Shares or other securities of the Company, or any similar, unusual or extraordinary corporate transaction in respect of the Ordinary Shares; or a sale of substantially all the assets of the Company as an entirety; then the Administrator shall, in such manner, to such extent (if any) and at such time as it deems appropriate and equitable in the circumstances:

(a) proportionately adjust any or all of (1) the number of Ordinary Shares or the number and type of other securities that thereafter may be made the subject of Awards (including the specific share limits, maxima and numbers of shares set forth elsewhere in this Plan), (2) the number, amount and type of Ordinary Shares (or other securities or property) subject to any or all outstanding Awards, (3) the grant, purchase, or exercise price of any or all outstanding Awards, or (4) the securities, cash or other property deliverable upon exercise or vesting of any outstanding Awards, or

(b) make provision for a settlement by a cash payment or for the assumption, substitution or exchange of any or all outstanding Awards (or the cash, securities or other property deliverable to the

holder(s) of any or all outstanding Awards) based upon the distribution or consideration payable to holders of the Ordinary Shares upon or in respect of such event.

The Administrator may adopt such valuation methodologies for outstanding Awards as it deems reasonable in the event of a cash, securities or other property settlement. In the case of Options, but without limitation on other methodologies, the Administrator may base such settlement solely upon the excess (if any) of the amount payable upon or in respect of such event over the exercise price of the Option to the extent of the then vested and exercisable shares subject to the Option.

The Administrator may make adjustments to and/or accelerate the exercisability of Options in a manner that disqualifies the Options as Incentive Stock Options without the written consent of the Option holders affected thereby.

In any of such events, the Administrator may take such action prior to such event to the extent that the Administrator deems the action necessary to permit the Participant to realize the benefits intended to be conveyed with respect to the underlying shares in the same manner as is or will be available to shareholders generally.

Any adjustment by the Administrator pursuant to this Section 6.3.1 shall be final, binding, and conclusive. Unless otherwise expressly provided by the Administrator, in no event shall a conversion of one or more outstanding shares of the Company’s preferred shares (if any) or any new issuance of securities by the Company for consideration be deemed, in and of itself, to require an adjustment pursuant to this Section 6.3.1.

In the case of any event described in the first paragraph of this Section 6.3.1, if no action is formally taken by the Administrator in the circumstances with respect to then-outstanding Awards, the proportionate adjustments contemplated by clause (a) above shall nevertheless be deemed to have been made with respect to the Awards outstanding at the time of such event in order to preserve the intended level of incentives.

6.3.2 Consequences of a Change in Control Event . Subject to Sections 6.3.4 through 6.3.6, upon (or, as may be necessary to effectuate the purposes of this acceleration, immediately prior to) the occurrence of a Change in Control Event, each Option will become immediately vested and exercisable, provided , however, that the surviving corporation in a Change in Control Event does not assume the Call Right, and provided , further , that if the surviving corporation in a Change in Control Event does assume the Call Right, that notwithstanding anything to the contrary, any outstanding unvested Options shall be deemed vested upon the one-year anniversary of the consummation of the Change in Control Event, and provided, further , that the acceleration provisions of this Section 6.3.2 shall not apply, unless otherwise expressly provided by the Administrator, with respect to

any Award to the extent that the Administrator has made other provision for the substitution, assumption, exchange or other continuation or settlement of the Award, or the Award would otherwise continue in accordance with its terms, in the circumstances.

The foregoing Change in Control Event provisions shall not in any way limit the authority of the Administrator to accelerate the vesting of one or more Awards in such circumstances (including, but not limited to, a Change in Control Event) as the Administrator may determine to be appropriate, regardless of whether accelerated vesting of all or a portion of the Award(s) is otherwise required or contemplated by the foregoing in the circumstances.

6.3.3 Early Termination of Awards . Any Award, the vesting of which has been accelerated to the extent required in the circumstances as contemplated by Section 6.3.2 (or would have been so accelerated but for Section 6.3.4 or 6.3.6), shall terminate upon the related Change in Control Event, subject to any provision that has been expressly made by the Administrator, through a plan of reorganization or otherwise, for the survival, substitution, assumption, exchange or other continuation or settlement of such Award and provided that, in the case of Options that will not survive or be substituted for, assumed, exchanged, or otherwise continued or settled in the Change in Control Event, the holder of such Award shall be given reasonable advance notice of the impending termination and a reasonable opportunity to exercise his or her outstanding Options in accordance with their terms before the termination of such Awards (except that in no case shall more than ten days’ notice of accelerated vesting and the impending termination be required and any acceleration may be made contingent upon the actual occurrence of the event). For purposes of this Section 6.3, an Award shall be deemed to have been “assumed” if (without limiting other circumstances in which an Award is assumed) the Award continues after the Change in Control Event, and/or is assumed and continued by a Parent (as such term is defined in the definition of Change in Control Event) following a Change in Control Event, and confers the right to purchase or receive, as applicable and subject to vesting and the other terms and conditions of the Award, for each Ordinary Share subject to the Award immediately prior to the Change in Control Event, the consideration (whether cash, shares, or other securities or property) received in the Change in Control Event by the shareholders of Company for each Ordinary Share sold or exchanged in such transaction (or the consideration received by a majority of the shareholders participating in such transaction if the shareholders were offered a choice of consideration); provided, however, that if the consideration offered for an Ordinary Share in the transaction is not solely the ordinary or common shares of a successor Company or a Parent, the Board may provide for the consideration to be received upon exercise or payment of the Award, for each share subject to the Award, to be solely ordinary or common shares (as applicable) of the successor Company or a Parent equal in Fair Market Value to the per share consideration received by the shareholders participating in the Change in Control Event.

6.3.4 Other Acceleration Rules . Any acceleration of Awards pursuant to this Section 6.3 shall comply with applicable legal requirements and, if necessary to accomplish the purposes of the acceleration or if the circumstances require, may be deemed by the Administrator to occur a limited period of time not greater than 30 days before the event that triggered such acceleration. Without limiting the generality of the foregoing, the Administrator may deem an acceleration to occur immediately prior to the applicable event and/or reinstate the original terms of an Award if an event giving rise to an acceleration does not occur. The Administrator may override the provisions of this Section 6.3 as to any Award by express provision in the applicable Award Agreement and may accord any Participant a right to refuse any acceleration, whether pursuant to the Award Agreement or otherwise, in such circumstances as the Administrator may approve. The portion of any Incentive Stock Option accelerated in connection with a Change in Control Event or any other action permitted hereunder shall remain exercisable as an Incentive Stock Option only to the extent the applicable US$100,000 limitation on Incentive Stock Options is not exceeded. To the extent exceeded, the accelerated portion of the Option shall be exercisable as a Nonqualified Option.

6.3.5 Possible Rescission of Acceleration . If the vesting of an Award has been accelerated expressly in anticipation of an event or upon shareholder approval of an event and the Administrator later determines that the event will not occur, the Administrator may rescind the effect of the acceleration as to any then outstanding and unexercised or otherwise unvested Awards.

6.3.6 Golden Parachute Limitation . Notwithstanding anything else contained in this Section 6.3 to the contrary, in no event shall an Award be accelerated under this Section 6.3 to an extent or in a manner which would not be fully deductible by the Company or one of its Affiliates for federal income tax purposes because of Section 280G of the Code, nor shall any payment hereunder be accelerated to the extent any portion of such accelerated payment would not be deductible by the Company or one of its Affiliates because of Section 280G of the Code. If a holder of an Award would be entitled to benefits or payments hereunder and under any other plan or program that would constitute “parachute payments” as defined in Section 280G of the Code, then the holder may by written notice to the Company designate the order in which such parachute payments will be reduced or modified so that the Company or one of its Affiliates is not denied federal income tax deductions for any “parachute payments” because of Section 280G of the Code. Notwithstanding the foregoing, if a Participant is a party to an employment or other agreement with the Company or one of its Affiliates, or is a participant in a severance program sponsored by the Company or one of its Affiliates that contains express provisions regarding Section 280G and/or Section 4999 of the Code (or any similar successor provision), the Section 280G and/or Section 4999 provisions of such employment or other agreement or plan, as applicable, shall control as to any Awards held by that Participant (for example, and without limitation, a Participant may be a party to an employment agreement with the Company or one of its Affiliates that provides for a “gross-up” as

opposed to a “cut-back” in the event that the Section 280G thresholds are reached or exceeded in connection with a change in control and, in such event, the Section 280G and/or Section 4999 provisions of such employment agreement shall control as to any Awards held by that Participant).

6.4 Termination of Employment or Services .

6.4.1 Events Not Deemed a Termination of Employment /Service . Unless the Administrator otherwise expressly provides with respect to a particular Award, if a Participant’s employment by or service to the Company or an Affiliate terminates but immediately thereafter the Participant continues in the employ of or service to another Affiliate or the Company, as applicable, the Participant shall be deemed to have not had a termination of employment or service for purposes of this Plan and the Participant’s Awards. Unless the Administrator otherwise expressly provides with respect to a particular Award, if a Participant’s employment by the Company or an Affiliate terminates but immediately thereafter the Participant enters into an oral or written agreement with the Company or an Affiliate which substantially enables the Participant to work as a individual consultant or advisor of the Company or an Affiliate, the Participant shall be deemed to have not had a termination of employment or service for purposes of this Plan and the Participant’s Awards, and the vesting shall continue with the continuance, suspend with the suspension, or cease with the termination, of the new advisory/consultative relationship. Unless the express policy of the Company or the Administrator otherwise provides, a Participant’s employment relationship with the Company or any of its Affiliates shall not be considered terminated solely due to any sick leave, military leave, or any other leave of absence authorized by the Company or any Affiliate or the Administrator; provided that , unless reemployment upon the expiration of such leave is guaranteed by contract or law, such leave is for a period of not more than 90 days. In the case of any Participant on an approved leave of absence, continued vesting of the Award while on leave from the employ of or service with the Company or any of its Affiliates will be suspended until the Participant returns to service, unless the Administrator otherwise provides or applicable law otherwise requires. In no event shall an Award be exercised after the expiration of the term of the Award set forth in the Award Agreement.

6.4.2 Effect of Change of Affiliate Status . For purposes of this Plan and any Award, if an entity ceases to be an Affiliate, a termination of employment or service will be deemed to have occurred with respect to each Eligible Person in respect of such Affiliate who does not continue as an Eligible Person in respect of another Affiliate that continues as such after giving effect to the transaction or other event giving rise to the change in status.

6.4.3 Administrator Discretion . Notwithstanding the provisions of Section 5.7, in the event of, or in anticipation of, a termination of employment or service with the Company or any of its Affiliates for any reason, the Administrator may accelerate the vesting and exercisability of all or a portion of the Participant’s

Award, and/or, subject to the provisions of Sections 5.4.2 and 6.3, extend the exercisability period of the Participant’s Option upon such terms as the Administrator determines and expressly sets forth in or by amendment to the Award Agreement.

6.4.4 Termination of Consulting or Affiliate Services . If the Participant is an Eligible Person solely by reason of clause (c) of Section 3, the Administrator shall be the sole judge of whether the Participant continues to render services to the Company or any of its Affiliates, unless a written contract or the Award Agreement otherwise provides. If, in these circumstances, the Company or any Affiliate notifies the Participant in writing that a termination of the Participant’s services to the Company or any Affiliate has occurred for purposes of this Plan, then (unless the contract or the Award Agreement otherwise expressly provides), the Participant’s termination of services with the Company or Affiliate for purposes of this Plan shall be the date which is 10 days after the mailing of the notice by the Company or Affiliate or, in the case of a termination for Cause, the date of the mailing of the notice.

6.5 Compliance with Laws .

6.5.1 General . This Plan, the granting, vesting and exercise of Awards under this Plan, and the offer, issuance and delivery of Ordinary Shares, the acceptance of promissory notes and/or the payment of money under this Plan or under Awards are subject to compliance with all applicable federal and state laws, applicable foreign laws, rules and regulations (including but not limited to state and federal securities laws, and federal margin requirements) and to such approvals by any listing, regulatory or governmental authority as may, in the opinion of counsel for the Company, be necessary or advisable in connection therewith. The person acquiring any securities under this Plan will, if requested by the Company, provide such assurances and representations to the Company as the Administrator may deem necessary or desirable to assure compliance with all applicable legal and accounting requirements.

6.5.2 Compliance with Securities Laws . No Participant shall sell, pledge or otherwise transfer Ordinary Shares acquired pursuant to an Award or any interest in such shares except in accordance with the express terms of this Plan and the applicable Award Agreement. Any attempted transfer in violation of this Section 6.5 shall be void and of no effect. Without in any way limiting the provisions set forth above, no Participant shall make any disposition of all or any portion of Ordinary Shares acquired or to be acquired pursuant to an Award, except in compliance with all applicable federal and state securities laws and unless and until:

(a) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement;

(b) such disposition is made in accordance with Rule 144 under the Securities Act; or

(c) such Participant notifies the Company of the proposed disposition and furnishes the Company with a statement of the circumstances surrounding the proposed disposition, and, if requested by the Company, furnishes to the Company an opinion of counsel acceptable to the Company’s counsel, that such disposition will not require registration under the Securities Act and will be in compliance with all applicable state securities laws.

Notwithstanding anything else herein to the contrary, neither the Company or any Affiliate has any obligation to register the Ordinary Shares or file any registration statement under either federal or state securities laws, nor does the Company or any Affiliate make any representation concerning the likelihood of a public offering of the Ordinary Shares or any other securities of the Company or any Affiliate.

6.5.3 Share Legends . All certificates evidencing Ordinary Shares issued or delivered under this Plan shall bear the following legends and/or any other appropriate or required legends under applicable laws:

“OWNERSHIP OF THIS CERTIFICATE, THE SHARES EVIDENCED BY THIS CERTIFICATE AND ANY INTEREST THEREIN ARE SUBJECT TO SUBSTANTIAL RESTRICTIONS ON TRANSFER UNDER APPLICABLE LAW AND UNDER AGREEMENTS WITH THE COMPANY, INCLUDING RESTRICTIONS ON SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITION.”

“THE SHARES ARE SUBJECT TO THE COMPANY’S RIGHT OF FIRST REFUSAL AND CALL RIGHTS TO REPURCHASE THE SHARES UNDER THE COMPANY’S SHARE INCENTIVE PLAN AND AGREEMENTS WITH THE COMPANY THEREUNDER.”

“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“ACT”), NOR HAVE THEY BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE. NO TRANSFER OF SUCH SECURITIES WILL BE PERMITTED UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER, THE TRANSFER IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT, OR IN THE OPINION OF COUNSEL TO THE COMPANY, REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT AND WITH APPLICABLE STATE SECURITIES LAWS.”

6.5.4 Delivery of Financial Statements . The Company shall deliver annually to Participants such financial statements of the Company as are required to satisfy applicable securities laws.

6.5.5 Confidential Information . Any financial or other information relating to the Company obtained by Participants in connection with or as a result of this Plan or their Awards shall be treated as confidential.

6.6 Tax Withholding .

6.6.1 Tax Withholding . Upon any exercise, vesting, or payment of any Award or upon the disposition of Ordinary Shares acquired pursuant to the exercise of an Incentive Stock Option prior to satisfaction of the holding period requirements of Section 422 of the Code, the Company or any of its Affiliates shall have the right at its option to:

(a) require the Participant (or the Participant’s Personal Representative or Beneficiary, as the case may be) to pay or provide for payment of at least the minimum amount of any taxes which the Company or Affiliate may be required to withhold with respect to such Award event or payment;

(b) deduct from any amount otherwise payable (in respect of an Award or otherwise) in cash to the Participant (or the Participant’s Personal Representative or Beneficiary, as the case may be) the minimum amount of any taxes which the Company or Affiliate may be required to withhold with respect to such Award event or payment; or

(c) reduce the number of Ordinary Shares to be delivered by (or otherwise reacquire shares held by the Participant at least 6 months) the appropriate number of Ordinary Shares, valued at their then Fair Market Value, to satisfy the minimum withholding obligation.

In any case where a tax is required to be withheld (including taxes in the PRC where applicable) in connection with the delivery of Ordinary Shares under this Plan (including the sale of Ordinary Shares as may be required to comply with foreign exchange rules in the PRC for Participants resident in the PRC), the Administrator may in its sole discretion (subject to Section 6.5) grant (either at the time of the Award or thereafter) to the Participant the right to elect, pursuant to such rules and subject to such conditions as the Administrator may establish, to have the Company reduce the number of shares to be delivered by (or otherwise reacquire) the appropriate number of shares, valued in a consistent manner at their Fair Market Value or at the sales price in accordance with authorized procedures for cashless exercises, necessary to satisfy the minimum applicable withholding obligation on exercise, vesting or payment. In no event shall the shares withheld

exceed the minimum whole number of shares required for tax withholding under applicable law. The Company may, with the Administrator’s approval, accept one or more promissory notes from any Eligible Person in connection with taxes required to be withheld upon the exercise, vesting or payment of any award under this Plan; provided that any such note shall be subject to terms and conditions established by the Administrator and the requirements of applicable law.

6.6.2 Tax Loans . If so provided in the Award Agreement or otherwise authorized by the Administrator, the Company may, to the extent permitted by law, authorize a loan to an Eligible Person in the amount of any taxes that the Company or any of its Affiliates may be required to withhold with respect to Ordinary Shares received (or disposed of, as the case may be) pursuant to a transaction described in Section 6.6.1. Such a loan will be for a term and at a rate of interest and pursuant to such other terms and conditions as the Company may establish, subject to compliance with applicable law. Such a loan need not otherwise comply with the provisions of Section 5.3.3.

6.7 Plan and Award Amendments, Termination and Suspension .

6.7.1 Board Authorization . The Board may, at any time, terminate or, from time to time, amend, modify or suspend this Plan, in whole or in part. No Awards may be granted during any period that the Board suspends this Plan.

6.7.2 Shareholder Approval . To the extent then required by applicable law or any applicable listing agency or required under Sections 162, 409A, 422 or 424 of the Code to preserve the intended tax consequences of this Plan, or deemed necessary or advisable by the Board, any amendment to this Plan shall be subject to shareholder approval.

6.7.3 Amendments to Awards . Without limiting any other express authority of the Administrator under (but subject to) the express limits of this Plan, the Administrator by agreement or resolution may waive conditions of or limitations on Awards to Participants that the Administrator in the prior exercise of its discretion has imposed, without the consent of a Participant, and (subject to the requirements of Sections 2.2 and 6.7.4) may make other changes to the terms and conditions of Awards.

6.7.4 Limitations on Amendments to Plan and Awards . No amendment, suspension or termination of this Plan or change of or affecting any outstanding Award shall, without written consent of the Participant, affect in any manner materially adverse to the Participant any rights or benefits of the Participant or obligations of the Company under any Award granted under this Plan prior to the effective date of such change. Changes, settlements and other actions contemplated by Section 6.3 shall not be deemed to constitute changes or amendments for purposes of this Section 6.7.

6.8 Privileges of Share Ownership . Except as otherwise expressly authorized by the Administrator or this Plan or in the Award Agreement, a Participant will not be entitled to any privilege of share ownership as to any Ordinary Shares not actually delivered to and held of record by the Participant. No adjustment will be made for dividends or other rights as a shareholder for which a record date is prior to such date of delivery.

6.9 Share-Based Awards in Substitution for Awards Granted by Other Company . Awards may be granted to Eligible Persons in substitution for or in connection with an assumption of employee share options, share appreciation rights, restricted shares or other share-based awards granted by other entities to persons who are or who will become Eligible Persons in respect of the Company or one of its Affiliates, in connection with a distribution, merger, amalgamation or other reorganization by or with the granting entity or an affiliated entity, or the acquisition by the Company or one of its Affiliates, directly or indirectly, of all or a substantial part of the shares or assets of the employing entity. The Awards so granted need not comply with other specific terms of this Plan, provided the Awards reflect only adjustments giving effect to the assumption or substitution consistent with the conversion applicable to the Ordinary Shares in the transaction and any change in the issuer of the security. Any shares that are delivered and any Awards that are granted by, or become obligations of, the Company, as a result of the assumption by the Company of, or in substitution for, outstanding awards previously granted by an acquired company (or previously granted by a predecessor employer (or direct or indirect parent thereof) in the case of persons that become employed by the Company or one of its Affiliates in connection with a business or asset acquisition or similar transaction) shall not be counted against the Share Limit or other limits on the number of shares available for issuance under this Plan.

6.10 Effective Date of the Plan . This Plan is effective upon the Effective Date, subject to approval by the shareholders of the Company within twelve months after the date the Board approves this Plan.

6.11 Term of the Plan . Unless earlier terminated by the Board, this Plan will terminate at the close of business on the day before the 10 th anniversary of the Effective Date. After the termination of this Plan either upon such stated expiration date or its earlier termination by the Board, no additional Awards may be granted under this Plan, but previously granted Awards (and the authority of the Administrator with respect thereto, including the authority to amend such Awards) shall remain outstanding in accordance with their applicable terms and conditions and the terms and conditions of this Plan.

6.12 Governing Law/Severability .

6.12.1 Choice of Law . This Plan, the Awards, all documents evidencing Awards and all other related documents will be governed by, and construed in accordance with, the laws of the Hong Kong.

6.12.2 Severability . If it is determined that any provision of this Plan or an Award Agreement is invalid and unenforceable, the remaining provisions of this Plan and/or the Award Agreement, as applicable, will continue in effect provided that the essential economic terms of this Plan and the Award can still be enforced.

6.13 Captions . Captions and headings are given to the sections and subsections of this Plan solely as a convenience to facilitate reference. Such headings will not be deemed in any way material or relevant to the construction or interpretation of this Plan or any provision thereof.

6.14 Non-Exclusivity of Plan . Nothing in this Plan will limit or be deemed to limit the authority of the Board or the Administrator to grant awards or authorize any other compensation, with or without reference to the Ordinary Shares, under any other plan or authority.

6.15 No Restriction on Corporate Powers . The existence of this Plan, the Award Agreements, and the Awards granted hereunder, shall not limit, affect or restrict in any way the right or power of the Board or the shareholders of the Company to make or authorize: (a) any adjustment, recapitalization, reorganization or other change in the Company’s or any Affiliate’s capital structure or its business; (b) any merger, amalgamation, consolidation or change in the ownership of the Company or any Affiliate; (c) any issue of bonds, debentures, capital, preferred or prior preference shares ahead of or affecting the Company’s authorized shares or the rights thereof; (d) any dissolution or liquidation of the Company or any Affiliate; (e) any sale or transfer of all or any part of the Company or any Affiliate’s assets or business; or (f) any other corporate act or proceeding by the Company or any Affiliate. No Participant, Beneficiary or any other person shall have any claim under any Award or Award Agreement against any member of the Board or the Administrator, or the Company or any employees, officers or agents of the Company or any Affiliate, as a result of any such action.

6.16 Other Company Compensation or Benefit Programs . Payments and other benefits received by a Participant under an Award made pursuant to this Plan shall not be deemed a part of a Participant’s compensation for purposes of the determination of benefits under any other employee welfare or benefit plans or arrangements, if any, provided by the Company or any Affiliate, except where the Administrator or the Board expressly otherwise provides or authorizes in writing. Awards under this Plan may be made in addition to, in combination with, as alternatives to or in payment of grants, awards or commitments under any other plans or arrangements of the Company or any Affiliate.

7. DEFINITIONS .

“ Administrator ” has the meaning given to such term in Section 2.1.

“ Affiliate ” means, with respect to a Person, any other Person that, directly or indirectly, Controls, is controlled by or is under common Control with such Person, and any shareholder, member or partner of such Person.

“ Award ” means an award of any Option, whether alternative or cumulative, authorized by and granted under this Plan.

“ Award Agreement ” means any writing, approved by the Administrator, setting forth the terms of an Award that has been duly authorized and approved. An Award Agreement shall be deemed a n Ordinary Shares purchase agreement under the Company’s Memorandum and Articles of Association.

“ Award Date ” means the date upon which the Administrator took the action granting an Award or such later date as the Administrator designates as the Award Date at the time of the grant of the Award.

“ Beneficiary ” means the person, persons, trust or trusts designated by a Participant, or, in the absence of a designation, entitled by will or the laws of descent and distribution, to receive the benefits specified in the Award Agreement and under this Plan if the Participant dies, and means the Participant’s executor or administrator if no other Beneficiary is designated and able to act under the circumstances.

“ Board ” means the Board of Directors of the Company.

“ Cause ” with respect to a Participant means (unless otherwise expressly provided in the applicable Award Agreement, or another applicable contract with the Participant that defines such term for purposes of determining the effect that a “for cause” termination has on the Participant’s options) a termination of employment or service based upon a finding by the Company or any of its Affiliates, acting in good faith and based on its reasonable belief at the time, that the Participant:

(a) has been negligent in the discharge of his or her duties to the Company or any Affiliate, has refused to perform stated or assigned duties or is incompetent in or (other than by reason of a disability or analogous condition) incapable of performing those duties;

(b) has been dishonest or committed or engaged in an act of theft, embezzlement or fraud, a breach of confidentiality, an unauthorized disclosure or use of inside information, customer lists, trade secrets or other confidential information;

(c) has breached a fiduciary duty, or willfully and materially violated any other duty, law, rule, regulation or policy of the Company or any of its Affiliates; or has been convicted of, or plead guilty or nolo contendere to, a felony or misdemeanor (other than minor traffic violations or similar offenses);

(d) has materially breached any of the provisions of any agreement with the Company or any of its Affiliates;

(e) has engaged in unfair competition with, or otherwise acted intentionally in a manner injurious to the reputation, business or assets of, the Company or any of its Affiliates; or

(f) has improperly induced a vendor or customer to break or terminate any contract with the Company or any of its Affiliates or induced a principal for whom the Company or any Affiliate acts as agent to terminate such agency relationship.

A termination for Cause shall be deemed to occur (subject to reinstatement upon a contrary final determination by the Administrator) on the date on which the Company or any Affiliate first delivers written notice to the Participant of a finding of termination for Cause or the Administrator provides such notice.

“ Change in Control Event ” means any of the following:

(a) Approval by shareholders of the Company (or, if no shareholder approval is required, by the Board alone) of the complete dissolution or liquidation of the Company, other than in the context of a Business Combination that does not constitute a Change in Control Event under paragraph (c) below;

(b) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act (a “ Person ”)) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 50% or more of either (1) the then-outstanding Ordinary Shares of the Company (the “ Outstanding Company Ordinary Shares ”) or (2) the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors (the “ Outstanding Company Voting Securities ”); provided, however, that, for purposes of this paragraph (b), the following acquisitions shall not constitute a Change in Control Event; (A) any acquisition directly from the Company, (B) any acquisition by the Company, (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Affiliate or a successor, (D) any acquisition by any entity pursuant to a Business Combination, (E) any acquisition by a Person described in and satisfying the conditions of Rule 13d-1(b) promulgated under the Exchange Act, or (F) any acquisition by a Person who is the beneficial owner (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 50% or more of the Outstanding Company Ordinary Shares and/or the Outstanding Company Voting Securities on the Effective Date (or an affiliate, heir, descendant, or related party of or to such Person);

(c) Consummation of a reorganization, amalgamation, merger, statutory share exchange or consolidation or similar corporate transaction involving the Company or any other entity a majority of whose outstanding voting shares or voting power is beneficially owned directly or indirectly by the Company (a “ Subsidiary ”), a sale or other disposition of all or substantially all of the assets of the Company, or the acquisition of assets or shares of another entity by the Company or any of its Subsidiaries (each, a “ Business Combination ”), in each case unless, following such Business Combination, (1) all or substantially all of the individuals and entities that were the beneficial owners of the Outstanding Company Ordinary Shares and the Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the then-outstanding ordinary or common shares and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity that, as a result of such transaction, owns the Company or all or substantially all of the Company’s assets directly or through one or more subsidiaries (a “ Parent ”)), and (2) no Person (excluding any individual or entity described in clauses (C), (E) or (F) of paragraph (b) above) beneficially owns (within the meaning of Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, more than 50% of,

respectively, the then-outstanding ordinary or common shares of the entity resulting from such Business Combination or the combined voting power of the then-outstanding voting securities of such entity, except to the extent that the ownership in excess of 50% existed prior to the Business Combination.

“ Code ” means the Internal Revenue Code of 1986 of the United States, as amended from time to time.

“ Company ” means Pintec Technology Holdings Limited, an exempted company organized under the Companies Law (Revised) of the Cayman Islands , and its successors.

“ Control ” means the power or authority, whether exercised or not, to direct the business, management and policies of a Person, directly or indirectly, or by effective control whether through the ownership of voting securities, by contract or otherwise, which power or authority shall conclusively be presumed to exist upon possession of beneficial ownership or power to direct the vote of more than 50% of the votes entitled to be cast at a meeting of the members or shareholders of such Person or power to control the composition of the board of directors of such Person; the terms “Controlled” and “Controlling” have the meaning correlative to the foregoing.

“ Early Exercise Option ” shall mean an Option eligible for exercise prior to vesting in accordance with the provisions of Section 5.9 of this Plan. An Early Exercise Option may be a Nonqualified Option or an Incentive Stock Option, as designated by the Administrator in the applicable Award Agreement.

“ Effective Date ” means the date the Board approved this Plan.

“ Eligible Person ” has the meaning given to such term in Section 3 of this Plan.

“ Exchange Act ” means the Securities Exchange Act of 1934 of the United States, as amended from time to time.

“ Fair Market Value ,” for purposes of this Plan and unless otherwise determined or provided by the Administrator in the circumstances, means as follows:

(a) If the Ordinary Shares are listed or admitted to trade on the New York Stock Exchange or other national securities exchange (the “ Exchange ”), the Fair Market Value shall equal the closing price of an Ordinary Share as reported on the composite tape for securities on the Exchange for the date in question, or, if no sales of Ordinary Shares were made on the Exchange on that date, the closing price of an Ordinary Share as reported on said composite tape for the next preceding day on which sales of Ordinary Shares were made on the Exchange. The Administrator may, however, provide with respect to one or more Awards that the Fair Market Value shall equal the last closing price of an Ordinary Share as reported on the composite tape for securities listed on the Exchange available on the date in question or the average of the high and low trading prices of an Ordinary Share as reported on the composite tape for securities listed on the Exchange for the date in question or the most recent trading day.

(b) If the Ordinary Shares are not listed or admitted to trade on a national securities exchange, the Fair Market Value shall equal the last price of an Ordinary Share as furnished by the National Association of Securities Dealers, Inc. (the “ NASD ”) through the NASDAQ Global Market Reporting System (the “ Global Market ”) for the date in question, or, if no sales of Ordinary Shares were reported by the NASD through the Global Market on that date, the last price of an Ordinary Share as furnished by the NASD through the Global Market for the next preceding day on which sales of Ordinary Shares were reported by the NASD. The Administrator may, however, provide with respect to one or more Awards that the Fair Market Value shall equal the last closing price of an Ordinary Share as furnished by the NASD through the Global Market available on the date in question or the average of the high and low trading prices of an Ordinary Share as furnished by the NASD through the Global Market for the date in question or the most recent trading day.

(c) If the Ordinary Shares are not listed or admitted to trade on a national securities exchange and is not reported on the Global Market Reporting System, the Fair Market Value shall equal the mean between the bid and asked price for an Ordinary Share on such date, as furnished by the NASD or a similar organization.

(d) If the Ordinary Shares are not listed or admitted to trade on a national securities exchange, are not reported on the Global Market Reporting System and if bid and asked prices for the shares are not furnished by the NASD or a similar organization, the Fair Market Value shall be the value as reasonably determined by the Administrator for purposes of the Award in the circumstances, consistent with applicable law.

The Administrator also may adopt a different methodology for determining Fair Market Value with respect to one or more Awards if a different methodology is necessary or advisable to secure any intended favorable tax, legal or other treatment for the particular Award(s) (for example, and without limitation, the Administrator may provide that Fair Market Value for purposes of one or more Awards will be based on an average of closing prices (or the average of high and low daily trading prices) for a specified period preceding the relevant date).

Any determination as to Fair Market Value made pursuant to this Plan shall be determined without regard to any restriction other than a restriction which, by its terms, will never lapse, and shall be conclusive and binding on all persons with respect to Awards granted under this Plan.

“ Incentive Stock Option ” means an Option that is designated and intended as an “incentive stock option” within the meaning of Section 422 of the Code, the award of which contains such provisions (including but not limited to the receipt of shareholder approval of this Plan, if the award is made prior to such approval) and is made under such circumstances and to such persons as may be necessary to comply with that section.

“ Nonqualified Option ” means an Option that is not an “incentive stock option” within the meaning of Section 422 of the Code and includes any Option designated or intended as a

Nonqualified Option and any Option designated or intended as an Incentive Stock Option that fails to meet the applicable legal requirements thereof.

“ Option ” means an option to purchase Ordinary Shares granted under Section 5 of this Plan. The Administrator will designate any Option granted to an employee of the Company or an Affiliate as a Nonqualified Option or an Incentive Stock Option and may also designate any Option as an Early Exercise Option.

“ Ordinary Shares ” means the Company’s Ordinary Shares, par value US$ [0.00 0125] per share, and such other securities or property as may become the subject of Awards, or become subject to Awards, pursuant to an adjustment made under Section 6.3.1 of this Plan.

“ Participant ” means an Eligible Person who has been granted and holds an Award under this Plan.

“ Person ” means any individual, sole proprietorship, partnership, limited partnership, limited liability company, firm, joint venture, estate, trust, unincorporated organization, association, corporation, institution, public benefit corporation, entity or governmental or regulatory authority or other enterprise or entity of any kind or nature.

“ Personal Representative ” means the person or persons who, upon the disability or incompetence of a Participant, has acquired on behalf of the Participant, by legal proceeding or otherwise, the power to exercise the rights or receive benefits under this Plan by virtue of having become the legal representative of the Participant.

“ Plan ” means this Pintec Technology Holdings Limited Share Incentive Plan, as it may hereafter be amended from time to time.

“ Public Offering Date ” means the date the Ordinary Shares are first registered under the Exchange Act and listed or quoted on a recognized national securities exchange or in the NASDAQ Global Market Quotation System.

“ Repurchase Price ” means, subject to the Award Agreement, with respect to the underlying shares of any Award, the Fair Market Value of such shares determined as of the exercise date of the Call Right.

“ Securities Act ” means the Securities Act of 1933 of the United States, as amended from time to time.

“ Severance Date ” with respect to a particular Participant means, unless otherwise provided in the applicable Award Agreement:

(a) if the Participant is an Eligible Person under clause (a) of Section 3 and the Participant’s employment by the Company or any of its Affiliates terminates (regardless of the reason), the last day that the Participant is actually employed by the Company or such Affiliate (unless, immediately following such termination of employment, the Participant is a member of the Board or, by express written agreement with the Company or any of its Affiliates, continues to provide other

services to the Company or any Affiliate as an Eligible Person under clause (c) of Section 3, in which case the Participant’s Severance Date shall not be the date of such termination of employment but shall be determined in accordance with clause (b) or (c) below, as applicable, in connection with the termination of the Participant’s other services);

(b) if the Participant is not an Eligible Person under clause (a) of Section 3 but is an Eligible Person under clause (b) thereof, and the Participant ceases to be a member of the Board (regardless of the reason), the last day that the Participant is actually a member of the Board (unless, immediately following such termination, the Participant is an employee of the Company or any of its Affiliates or, by express written agreement with the Company or any of its Affiliates, continues to provide other services to the Company or any Affiliate as an Eligible Person under clause (c) of Section 3, in which case the Participant’s Severance Date shall not be the date of such termination but shall be determined in accordance with clause (a) above or (c) below, as applicable, in connection with the termination of the Participant’s employment or other services);

(c) if the Participant is not an Eligible Person under clause (a) or clause (b) of Section 3 but is an Eligible Person under clause (c) thereof, and the Participant ceases to provide services to the Company or any of its Affiliates as determined in accordance with Section 6.4.4 (regardless of the reason), the last day that the Participant actually provides services to the Company or such Affiliate as an Eligible Person under clause (c) of Section 3 (unless, immediately following such termination, the Participant is an employee of the Company or any of its Affiliates or is a member of the Board, in which case the Participant’s Severance Date shall not be the date of such termination of services but shall be determined in accordance with clause (a) or (b) above, as applicable, in connection with the termination of the Participant’s employment or membership on the Board).

“ Total Disability ” means a “total and permanent disability” within the meaning of Section 22(e)(3) of the Code and, with respect to Awards other than Incentive Stock Options, such other disabilities, infirmities, afflictions, or conditions as the Administrator may include.

PINTEC TECHNOLOGY HOLDINGS LIMITED

SHARE INCENTIVE PLAN

TABLE OF CONTENTS

				Page

1.	PURPOSE OF THE PLAN			1

2.	ADMINISTRATION			1

	2.1	Administrator		1
	2.2	Plan Awards; Interpretation; Powers of Administrator		1
	2.3	Binding Determinations		3
	2.4	Reliance on Experts		3
	2.5	Delegation		3

3.	ELIGIBILITY			3

4.	SHARES SUBJECT TO THE PLAN			4

	4.1	Shares Available		4
	4.2	Share Limits		4
	4.3	Replenishment and Reissue of Unvested Awards		4
	4.4	Reservation of Shares		5

5.	OPTION GRANT PROGRAM			5

	5.1	Option Grants in General		5
	5.2	Types of Options		5
	5.3	Option Price		5
		5.3.1	Pricing Limits	5
		5.3.2	Payment Provisions	6
		5.3.3	Acceptance of Notes to Finance Exercise	7
	5.4	Vesting; Term; Exercise Procedure		8
		5.4.1	Vesting	8
		5.4.2	Term	8
		5.4.3	Exercise Date	8
		5.4.4	Exercise Procedure	8
		5.4.5	Voting Rights	8
		5.4.6	Fractional Shares/Minimum Issue	8
	5.5	Limitations on Grant and Terms of Incentive Stock Options		9
		5.5.1	US$100,000 Limit	9
		5.5.2	Other Code Limits	9
		5.5.3	ISO Notice of Sale Requirement	9

TABLE OF CONTENTS

(Continued)

				Page
	5.6	Limits on 10% Holders		9
	5.7	Effects of Termination of Employment on Options		9
		5.7.1	Dismissal for Cause	9
		5.7.2	Death or Disability	10
		5.7.3	Other Terminations of Employment	10
	5.8	Option Repricing/Cancellation and Regrant/Waiver of Restrictions		10
	5.9	Early Exercise Options		11

6.	PROVISIONS APPLICABLE TO ALL AWARDS			11

	6.1	Rights of Eligible Persons, Participants and Beneficiaries		11
		6.1.1	Employment Status	11
		6.1.2	No Employment/Service Contract	11
		6.1.3	Plan Not Funded	11
		6.1.4	Charter Documents	12
	6.2	No Transferability; Limited Exception to Transfer Restrictions		12
		6.2.1	Limit On Exercise and Transfer	12
		6.2.2	Further Exceptions to Limits On Transfer	12
		6.2.3	Company’s Call Right	13
	6.3	Adjustments; Changes in Control		13
		6.3.1	Adjustments	13
		6.3.2	Consequences of a Change in Control Event	14
		6.3.3	Early Termination of Awards	15
		6.3.4	Other Acceleration Rules	16
		6.3.5	Possible Rescission of Acceleration	16
		6.3.6	Golden Parachute Limitation	16
		6.4	Termination of Employment or Services	17
		6.4.1	Events Not Deemed a Termination of Employment	17
		6.4.2	Effect of Change of Affiliate Status	17
		6.4.3	Administrator Discretion	17
		6.4.4	Termination of Consulting or Affiliate Services	18
	6.5	Compliance with Laws		18
		6.5.1	General	18
		6.5.2	Compliance with Securities Laws	18

TABLE OF CONTENTS

(Continued)

				Page
		6.5.3	Share Legends	19
		6.5.4	Delivery of Financial Statements	20
		6.5.5	Confidential Information	20
	6.6	Tax Withholding		20
		6.6.1	Tax Withholding	20
		6.6.2	Tax Loans	21
	6.7	Plan and Award Amendments, Termination and Suspension		21
		6.7.1	Board Authorization	21
		6.7.2	Shareholder Approval	21
		6.7.3	Amendments to Awards	21
		6.7.4	Limitations on Amendments to Plan and Awards	21
	6.8	Privileges of Share Ownership		22
	6.9	Shares-Based Awards in Substitution for Awards Granted by Other Company		22
	6.10	Effective Date of the Plan		22
	6.11	Term of the Plan		22
	6.12	Governing Law/Severability		22
		6.12.1	Choice of Law	22
		6.12.2	Severability	22
	6.13	Captions		23
	6.14	Non-Exclusivity of Plan		23
	6.15	No Restriction on Corporate Powers		23
	6.16	Other Company Compensation or Benefit Programs		23

7.	DEFINITIONS			23

iii

Exhibit 10.2

INDEMNIFICATION AGREEMENT

THIS INDEMNIFICATION AGREEMENT (this “ Agreement ”) is made as of , 2018 by and between Pintec Technology Holdings Limited, an exempted company with limited liability incorporated and existing under the laws of the Cayman Islands (the “ Company ”), and ([Passport/ID] Number ) (the “ Indemnitee ”).

WHEREAS, the Indemnitee has agreed to serve as a director or executive officer of the Company and in such capacity will render valuable services to the Company; and

WHEREAS, in order to induce and encourage highly experienced and capable persons such as the Indemnitee to render valuable services to the Company, the board of directors of the Company (the “ Board of Directors ”) has determined that this Agreement is not only reasonable and prudent, but necessary to promote and ensure the best interests of the Company and its shareholders;

NOW, THEREFORE, in consideration of the premises and mutual agreements hereinafter set forth, and other good and valuable consideration, including, without limitation, the service of the Indemnitee, the receipt of which hereby is acknowledged, and in order to induce the Indemnitee to render valuable services the Company, the Company and the Indemnitee hereby agree as follows:

1. Definitions. As used in this Agreement:

(a) “ Change in Control ” shall mean a change in control of the Company of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or in response to any similar item on any similar or successor schedule or form) promulgated under the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the “ Act ”), whether or not the Company is then subject to such reporting requirement; provided, however, that, without limitation, such a Change in Control shall be deemed to have occurred (irrespective of the applicability of the initial clause of this definition) if (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Act, but excluding any trustee or other fiduciary holding securities pursuant to an employee benefit or welfare plan or employee share plan of the Company or any subsidiary or affiliate of the Company, or any entity organized, appointed, established or holding securities of the Company with voting power for or pursuant to the terms of any such plan) becomes the “beneficial owner” (as defined in Rule 13d-3 under the Act), directly or indirectly, of securities of the Company representing 30% or more of the combined voting power of the Company’s then outstanding securities without the prior approval of at least two-thirds of the Continuing Directors (as defined below) in office immediately prior to such person’s attaining such interest; (ii) the Company is a party to a merger, consolidation, scheme of arrangement, sale of assets or other reorganization, or a proxy contest, as a consequence of which Continuing Directors in office immediately prior to such transaction or event constitute less than a majority of the Board of Directors of the Company (or any successor entity) thereafter; or (iii) during any period of two (2) consecutive years, Continuing Directors cease for any reason to constitute at least a majority of the Board of Directors of the Company.

(b) “ Continuing Director ” shall mean an individual (i) who served on the Board of Directors of the Company at the effective date of the Company’s registration statement on Form F-1 relating to the Company’s initial public offering; or (ii) whose election or nomination for election by the Company’s shareholders was approved by a vote of at least two-thirds of the Continuing Directors then in office.

(c) “ Disinterested Director ” with respect to any request by the Indemnitee for indemnification or advancement of expenses hereunder shall mean a director of the Company who neither is nor was a party to the Proceeding (as defined below) in respect of which indemnification or advancement is being sought by the Indemnitee.

(d) The term “ Expenses ” shall mean, without limitation, expenses of Proceedings, including attorneys’ fees, disbursements and retainers, accounting and witness fees, expenses related to preparation for service as a witness and to service as a witness, travel and deposition costs, expenses of investigations, judicial or administrative proceedings and appeals, amounts paid in settlement of a Proceeding by or on behalf of the Indemnitee, costs of attachment or similar bonds, any expenses of attempting to establish or establishing a right to indemnification or advancement of expenses, under this Agreement, the Company’s Memorandum of Association and Articles of Association as currently in effect (the “ Articles ”), applicable law or otherwise, and reasonable compensation for time spent by the Indemnitee in connection with the investigation, defense or appeal of a Proceeding or action for indemnification for which the Indemnitee is not otherwise compensated by the Company or any third party. The term “Expenses” shall not include the amount of judgments, fines, interest or penalties, which are actually levied against or sustained by the Indemnitee to the extent sustained after final adjudication.

(e) The term “ Independent Legal Counsel ” shall mean any firm of attorneys reasonably selected by the Board of Directors of the Company, so long as such firm has not represented the Company, the Company’s subsidiaries or affiliates, the Indemnitee, any entity controlled by the Indemnitee, or any party adverse to the Company, within the preceding five (5) years. Notwithstanding the foregoing, the term “Independent Legal Counsel” shall not include any person who, under applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or the Indemnitee in an action to determine the Indemnitee’s right to indemnification or advancement of expenses under this Agreement, the Company’s Articles, applicable law or otherwise.

(f) The term “ Proceeding ” shall mean any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, or other proceeding (including, without limitation, an appeal therefrom), formal or informal, whether brought in the name of the Company or otherwise, whether of a civil, criminal, administrative or investigative nature, and whether by, in or involving a court or an administrative, other governmental or private entity or body (including, without limitation, an investigation by the Company or its Board of Directors), by reason of (i) the fact that the Indemnitee is or was a director or officer of the Company, or is or was serving at the request of the Company as an agent of another enterprise, whether or not the Indemnitee is serving in such capacity at the time any liability or expense is incurred for which indemnification or reimbursement is to be provided under this Agreement, (ii) any actual

or alleged act or omission or neglect or breach of duty, including, without limitation, any actual or alleged error or misstatement or misleading statement, which the Indemnitee commits or suffers while acting in any such capacity, or (iii) the Indemnitee attempting to establish or establishing a right to indemnification or advancement of expenses pursuant to this Agreement, the Company’s Articles, applicable law or otherwise.

(g) The phrase “ serving at the request of the Company as an agent of another enterprise ” or any similar terminology shall mean, unless the context otherwise requires, serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, limited liability company, trust, employee benefit or welfare plan or other enterprise, foreign or domestic. The phrase “serving at the request of the Company” shall include, without limitation, any service as a director/an executive officer of the Company which imposes duties on, or involves services by, such director/executive officer with respect to the Company or any of the Company’s subsidiaries, affiliates, employee benefit or welfare plans, such plan’s participants or beneficiaries or any other enterprise, foreign or domestic. In the event that the Indemnitee shall be a director, officer, employee or agent of another corporation, partnership, joint venture, limited liability company, trust, employee benefit or welfare plan or other enterprise, foreign or domestic, 50% or more of the ordinary shares, combined voting power or total equity interest of which is owned by the Company or any subsidiary or affiliate thereof, then it shall be presumed conclusively that the Indemnitee is so acting at the request of the Company.

2. Services by the Indemnitee . The Indemnitee agrees to serve as a director or officer of the Company under the terms of the Indemnitee’s agreement with the Company for so long as the Indemnitee is duly elected or appointed or until such time as the Indemnitee tenders a resignation in writing or is removed from the Indemnitee’s position; provided, however, that the Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or other obligation imposed by operation of law).

3. Proceedings by or in the Right of the Company . The Company shall indemnify the Indemnitee if the Indemnitee is a party to or threatened to be made a party to or is otherwise involved in any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee is or was a director or officer of the Company, or is or was serving at the request of the Company as an agent of another enterprise, against all Expenses, judgments, fines, interest or penalties, which are actually and reasonably incurred by the Indemnitee in connection with the defense or settlement of such a Proceeding, if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company; except that no indemnification under this section shall be made in respect of any claim, issue or matter as to which such person shall have been adjudicated by final judgment by a court of competent jurisdiction to be liable to the Company for willful misconduct in the performance of his/her duty to the Company, unless and only to the extent that the court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such amounts which such other court shall deem proper.

4. Proceeding Other Than a Proceeding by or in the Right of the Company . The Company shall indemnify the Indemnitee if the Indemnitee is a party to or threatened to be made a party to or is otherwise involved in any Proceeding (other than a Proceeding by or in the right of the Company) by reason of the fact that the Indemnitee is or was a director or officer of the Company, or is or was serving at the request of the Company as an agent of another enterprise, against all Expenses, judgments, fines, interest or penalties, which are actually and reasonably incurred by the Indemnitee in connection with such a Proceeding, to the fullest extent permitted by applicable law; provided, however, that any settlement of a Proceeding must be approved in advance in writing by the Company (which approval shall not be unreasonably withheld).

5. Indemnification for Costs, Charges and Expenses of Witness or Successful Party . Notwithstanding any other provision of this Agreement (except as set forth in subparagraph 9(a) hereof), and without a requirement for determination as required by Paragraph 8 hereof, to the extent that the Indemnitee (a) has prepared to serve or has served as a witness in any Proceeding in any way relating to (i) the Company or any of the Company’s subsidiaries, affiliates, employee benefit or welfare plans or such plan’s participants or beneficiaries or (ii) anything done or not done by the Indemnitee as a director or officer of the Company or in connection with serving at the request of the Company as an agent of another enterprise, or (b) has been successful in defense of any Proceeding or in defense of any claim, issue or matter therein, on the merits or otherwise, including the dismissal of a Proceeding without prejudice or the settlement of a Proceeding without an admission of liability, the Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee in connection therewith to the fullest extent permitted by applicable law.

6. Partial Indemnification . If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for a portion of the Expenses, judgments, fines, interest or penalties, which are actually and reasonably incurred by the Indemnitee in the investigation, defense, appeal or settlement of any Proceeding, but not, however, for the total amount of the Indemnitee’s Expenses, judgments, fines, interest or penalties, then the Company shall nevertheless indemnify the Indemnitee for the portion of such Expenses, judgments, fines, interest or penalties to which the Indemnitee is entitled.

7. Advancement of Expenses . The Expenses incurred by the Indemnitee in any Proceeding shall be paid promptly by the Company in advance of the final disposition of the Proceeding at the written request of the Indemnitee, to the fullest extent permitted by applicable law; provided, however, that the Indemnitee shall set forth in such request reasonable evidence that such Expenses have been incurred by the Indemnitee in connection with such Proceeding, a statement that such Expenses do not relate to any matter described in subparagraph 9(a) of this Agreement, and an undertaking in writing to repay any advances if it is ultimately determined as provided in subparagraph 8(b) of this Agreement that the Indemnitee is not entitled to indemnification under this Agreement.

8. Indemnification Procedure; Determination of Right to Indemnification .

(a) Promptly after receipt by the Indemnitee of notice of the commencement of any Proceeding, the Indemnitee shall, if a claim for indemnification or advancement of Expenses in respect thereof is to be made against the Company under this Agreement, notify the

Company of the commencement thereof in writing. The failure and delay to so notify the Company will not relieve the Company from any liability which the Company may have to the Indemnitee under this Agreement unless the Company shall have lost significant substantive or procedural rights with respect to the defense of any Proceeding as a result of such omission to so notify.

(b) The Indemnitee shall be conclusively presumed to have met the relevant standards of conduct, if any, as defined by applicable law, for indemnification pursuant to this Agreement and shall be absolutely entitled to such indemnification, unless a determination is made that the Indemnitee has not met such standards by (i) the Board of Directors by a majority vote of a quorum thereof consisting of Disinterested Directors, (ii) the shareholders of the Company by majority vote of a quorum thereof consisting of shareholders who are not parties to the Proceeding due to which a claim for indemnification is made under this Agreement, (iii) Independent Legal Counsel as set forth in a written opinion (it being understood that such Independent Legal Counsel shall make such determination only if the quorum of Disinterested Directors referred to in clause (i) of this subparagraph 8(b) is not obtainable or if the Board of Directors of the Company by a majority vote of a quorum thereof consisting of Disinterested Directors so directs), or (iv) a court of competent jurisdiction; provided, however, that if a Change in Control shall have occurred and the Indemnitee so requests in writing, such determination shall be made only by a court of competent jurisdiction.

(c) If a claim for indemnification or advancement of Expenses under this Agreement is not paid by the Company within thirty (30) days after receipt by the Company of written notice thereof, the rights provided by this Agreement shall be enforceable by the Indemnitee in any court of competent jurisdiction. Such judicial proceeding shall be made de novo. The burden of proving that indemnification or advances are not appropriate shall be on the Company. Neither the failure of the directors or shareholders of the Company or Independent Legal Counsel to have made a determination prior to the commencement of such action that indemnification or advancement of Expenses is proper in the circumstances because the Indemnitee has met the applicable standard of conduct, if any, nor an actual determination by the directors or shareholders of the Company or Independent Legal Counsel that the Indemnitee has not met the applicable standard of conduct shall be a defense to an action by the Indemnitee or create a presumption for the purpose of such an action that the Indemnitee has not met the applicable standard of conduct. The termination of any Proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself (i) create a presumption that the Indemnitee did not act in good faith and in a manner which he reasonably believed to be in the best interests of the Company and/or its shareholders, and, with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that his conduct was unlawful or (ii) otherwise adversely affect the rights of the Indemnitee to indemnification or advancement of Expenses under this Agreement, except as may be provided herein.

(d) If a court of competent jurisdiction shall determine that the Indemnitee is entitled to any indemnification or advancement of Expenses hereunder, the Company shall pay all Expenses actually and reasonably incurred by the Indemnitee in connection with such adjudication (including, but not limited to, any appellate proceedings).

(e) With respect to any Proceeding for which indemnification or advancement of Expenses is requested, the Company will be entitled to participate therein at its own expense and, except as otherwise provided below, to the extent that it may wish, the Company may assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee. After notice from the Company to the Indemnitee of its election to assume the defense of a Proceeding, the Company will not be liable to the Indemnitee under this Agreement for any Expenses subsequently incurred by the Indemnitee in connection with the defense thereof, other than as provided below. The Company shall not settle any Proceeding in any manner which would impose any penalty or limitation on the Indemnitee without the Indemnitee’s written consent. The Indemnitee shall have the right to employ his/her own counsel in any Proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense of the Proceeding shall be at the expense of the Indemnitee, unless (i) the employment of counsel by the Indemnitee has been authorized by the Company, (ii) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of the defense of a Proceeding, or (iii) the Company shall not in fact have employed counsel to assume the defense of a proceeding, in each of which cases the fees and expenses of the Indemnitee’s counsel shall be advanced by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of 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.

9. Limitations on Indemnification . No payments pursuant to this Agreement shall be made by the Company:

(a) To indemnify or advance funds to the Indemnitee for Expenses with respect to (i) Proceedings initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board of Directors finds it to be appropriate;

(b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insurance;

(c) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Act or similar provisions of any foreign or United States federal, state or local statute or regulation;

(d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement;

(e) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties on account of the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulent or deliberately dishonest or to have constituted willful misconduct, including, without limitation, breach of the duty of loyalty; or

(f) If a court of competent jurisdiction finally determines that any indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable;

(g) To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or

(h) To indemnify the Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemnitee.

10. Continuation of Indemnification . All agreements and obligations of the Company contained herein shall continue during the period that the Indemnitee is a director or officer of the Company (or is or was serving at the request of the Company as an agent of another enterprise, foreign or domestic) and shall continue thereafter so long as the Indemnitee shall be subject to any possible Proceeding by reason of the fact that the Indemnitee was a director or officer of the Company or serving in any other capacity referred to in this Paragraph 10.

11. Indemnification Hereunder Not Exclusive . The indemnification provided by this Agreement shall not be deemed to be exclusive of any other rights to which the Indemnitee may be entitled under the Company’s Articles, any agreement, vote of shareholders or vote of Disinterested Directors, provisions of applicable law, or otherwise, both as to action or omission in the Indemnitee’s official capacity and as to action or omission in another capacity on behalf of the Company while holding such office.

12. Successors and Assigns .

(a) This Agreement shall be binding upon the Indemnitee, and shall inure to the benefit of, the Indemnitee and the Indemnitee’s heirs, executors, administrators and assigns, whether or not the Indemnitee has ceased to be a director or officer, and the Company and its successors and assigns. Upon the sale of all or substantially all of the business, assets or share capital of the Company to, or upon the merger of the Company into or with, any corporation, partnership, joint venture, trust or other person, this Agreement shall inure to the benefit of and be binding upon both the Indemnitee and such purchaser or successor person. Subject to the

foregoing, this Agreement may not be assigned by either party without the prior written consent of the other party hereto.

(b) If the Indemnitee is deceased and is entitled to indemnification under any provision of this Agreement, the Company shall indemnify the Indemnitee’s estate and the Indemnitee’s spouse, heirs, executors, administrators and assigns against, and the Company shall, and does hereby agree to assume, any and all Expenses actually and reasonably incurred by or for the Indemnitee or the Indemnitee’s estate, in connection with the investigation, defense, appeal or settlement of any Proceeding. Further, when requested in writing by the spouse of the Indemnitee, and/or the Indemnitee’s heirs, executors, administrators and assigns, the Company shall provide appropriate evidence of the Company’s agreement set out herein to indemnify the Indemnitee against and to itself assume such Expenses.

13. Subrogation . In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee, who shall execute all documents required and shall do all acts that may be necessary to secure such rights and to enable the Company effectively to bring suit to enforce such rights.

14. Severability . Each and every paragraph, sentence, term and provision of this Agreement is separate and distinct so that if any paragraph, sentence, term or provision thereof shall be held to be invalid, unlawful or unenforceable for any reason, such invalidity, unlawfulness or unenforceability shall not affect the validity, unlawfulness or enforceability of any other paragraph, sentence, term or provision hereof. To the extent required, any paragraph, sentence, term or provision of this Agreement may be modified by a court of competent jurisdiction to preserve its validity and to provide the Indemnitee with the broadest possible indemnification permitted under applicable law. The Company’s inability, pursuant to a court order or decision, to perform its obligations under this Agreement shall not constitute a breach of this Agreement.

15. Savings Clause . If this Agreement or any paragraph, sentence, term or provision hereof is invalidated on any ground by any court of competent jurisdiction, the Company shall nevertheless indemnify the Indemnitee as to any Expenses, judgments, fines, interest or penalties, which are incurred with respect to any Proceeding to the fullest extent permitted by any (a) applicable paragraph, sentence, term or provision of this Agreement that has not been invalidated or (b) applicable law.

16. Interpretation; Governing Law . This Agreement shall be construed as a whole and in accordance with its fair meaning and any ambiguities shall not be construed for or against either party. Headings are for convenience only and shall not be used in construing meaning. This Agreement shall be governed and interpreted in accordance with the laws of the State of New York.

17. Amendments . No amendment, waiver, modification, termination or cancellation of this Agreement shall be effective unless in writing signed by the party against whom enforcement is sought. The indemnification rights afforded to the Indemnitee hereby are contract rights and may not be diminished, eliminated or otherwise affected by amendments to the

Company’s Articles, or by other agreements, including directors’ and officers’ liability insurance policies, of the Company.

18. Counterparts . This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each party and delivered to the other.

19. Notices . Any notice required to be given under this Agreement shall be directed to the Chief Financial Officer of the Company at 216, 2/F East Gate, Pacific Century Place, No. A2 Gongti North Road, Chaoyang District, Beijing, People’s Republic of China, and to the Indemnitee at or to such other address as either shall designate to the other in writing.

[The remainder of this page is intentionally left blank.]

IN WITNESS WHEREOF, the parties have executed this Indemnification Agreement as of the date first written above.

	INDEMNITEE



	Name:


	Pintec Technology Holdings Limited


	By:
	Name:
	Title:

[ Signature Page to Indemnification Agreement ]

Exhibit 10.3

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (the “ Agreement ”) is entered into as of , 20 by and between Pintec Technology Holdings Limited, an exempted company incorporated and existing under the laws of the Cayman Islands (the “ Company ”) and , an individual with [passport/ID number] (the “ Executive ”).

RECITALS

WHEREAS, the Company desires to employ the Executive and to assure itself of the services of the Executive during the term of Employment (as defined below) and under the terms and conditions of the Agreement;

WHEREAS, the Executive desires to be employed by the Company during the term of Employment and under the terms and conditions of the Agreement;

AGREEMENT

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements herein contained, the Company and the Executive agree as follows:

1. EMPLOYMENT

The Company hereby agrees to employ the Executive and the Executive hereby accepts such employment, on the terms and conditions hereinafter set forth (the “ Employment ”).

2. TERM

Subject to the terms and conditions of the Agreement, the initial term of the Employment shall be years, commencing on , 20 (the “ Effective Date ”) and ending on , 20 (the “ Initial Term ”), unless terminated earlier pursuant to the terms of the Agreement. Upon expiration of the Initial Term of the Employment, the Employment shall be automatically extended for successive periods of months each (each, an “ Extension Period ”) unless either party shall have given 60 days advance written notice to the other party, in the manner set forth in Section 19 below, prior to the end of the Extension Period in question, that the term of this Agreement that is in effect at the time such written notice is given is not to be extended or further extended, as the case may be (the period during which this Agreement is effective being referred to hereafter as the “ Term ”).

3. POSITION AND DUTIES

(a) During the Term, the Executive shall serve as of the Company or in such other position or positions with a level of duties and responsibilities consistent with the foregoing with the Company and/or its subsidiaries and affiliated entities as the board of directors of the Company (the

“ Board ”) may specify from time to time and shall have the duties, responsibilities and obligations customarily assigned to individuals serving in the position or positions in which the Executive serves hereunder and as assigned by the Board, or with the Board’s authorization, by the Company’s Chief Executive Officer.

(b) The Executive agrees to serve without additional compensation, if elected or appointed thereto, as a director of the Company or any subsidiaries or affiliated entities of the Company (collectively, the “ Group ”) and as a member of any committees of the board of directors of any such entity, provided that the Executive is indemnified pursuant to the Memorandum of Association and Articles of Association of the Company, as may be amended from time to time for serving in any and all such capacities on a basis no less favorable than is currently provided to any other director of any member of the Group.

(c) The Executive agrees to devote all of his/her working time and efforts to the performance of his/her duties for the Company and to faithfully and diligently serve the Company in accordance with the Agreement and the guidelines, policies and procedures of the Company approved from time to time by the Board.

4. NO BREACH OF CONTRACT

The Executive hereby represents to the Company that: (i) the execution and delivery of the Agreement by the Executive and the performance by the Executive of the Executive’s duties hereunder shall not constitute a breach of, or otherwise contravene, the terms of any other agreement or policy to which the Executive is a party or by which the Executive is otherwise bound, except that the Executive does not make any representation with respect to agreements required to be entered into by and between the Executive and any member of the Group pursuant to the applicable law of the jurisdiction in which the Executive is based, if any; (ii) that the Executive is not in possession of any information (including, without limitation, confidential information and trade secrets) the knowledge of which would prevent the Executive from freely entering into the Agreement and carrying out his/her duties hereunder; and (iii) that the Executive is not bound by any confidentiality, trade secret or similar agreement with any person or entity other than any member of the Group.

5. LOCATION

The Executive will be based in or any other location as requested by the Company during the Term.

6. COMPENSATION AND BENEFITS

(a) Cash Compensation . As compensation for the performance by the Executive of his/her obligations hereunder, during the Term, the Company shall pay the Executive cash compensation (inclusive of the statutory benefit contributions that the Company is required to set aside for the Executive under applicable law) pursuant to Schedule A hereto, subject to annual review and adjustment by the Board or any committee designated by the Board.

(b) Equity Incentives . During the Term, the Executive shall be eligible to participate, at a level comparable to similarly situated executives of the Company, in such long-term compensation arrangements as may be authorized from time to time by the Board, including any share incentive plan the Company may adopt from time to time in its sole discretion.

(c) Benefits . During the Term, the Executive shall be entitled to participate in all of the employee benefit plans and arrangements made available by the Company to its similarly situated executives, including, but not limited to, any retirement plan, medical insurance plan and travel/holiday policy, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements.

7. TERMINATION OF THE AGREEMENT

The Employment may be terminated as follows:

(a) Death . The Employment shall terminate upon the Executive’s death.

(b) Disability . The Employment shall terminate if the Executive has a disability, including any physical or mental impairment which, as reasonably determined by the Board, renders the Executive unable to perform the essential functions of his/her position at the Company, even with reasonable accommodation that does not impose an undue burden on the Company, for more than 180 days in any 12-month period, unless a longer period is required by applicable law, in which case that longer period shall apply.

(c) Cause . The Company may terminate the Executive’s employment hereunder for Cause. The occurrence of any of the following, as reasonably determined by the Company, shall be a reason for Cause, provided that, if the Company determines that the circumstances constituting Cause are curable, then such circumstances shall not constitute Cause unless and until the Executive has been informed by the Company of the existence of Cause and given an opportunity of ten business days to cure, and such Cause remains uncured at the end of such ten-day period:

(1) continued failure by the Executive to satisfactorily perform his/her duties;

(2) willful misconduct or gross negligence by the Executive in the performance of his/her duties hereunder, including insubordination;

(3) the Executive’s conviction or entry of a guilty or nolo contendere plea of any felony or any misdemeanor involving moral turpitude;

(4) the Executive’s commission of any act involving dishonesty that results in material financial, reputational or other harm, monetary or otherwise, to any member of the Group, including but not limited to an act constituting misappropriation or embezzlement of

the property of any member of the Group as determined in good faith by the Board; or

(5) any material breach by the Executive of this Agreement.

(d) Good Reason . The Executive may terminate his/her employment hereunder for “Good Reason” upon the occurrence, without the written consent of the Executive, of an event constituting a material breach of this Agreement by the Company that has not been fully cured within ten business days after written notice thereof has been given by the Executive to the Company setting forth in sufficient detail the conduct or activities the Executive believes constitute grounds for Good Reason, including but not limited to: the failure by the Company to pay to the Executive any portion of the Executive’s current compensation or to pay to the Executive any portion of an installment of deferred compensation under any deferred compensation program of the Company, within twenty business days of the date such compensation is due.

(e) Without Cause by the Company; Without Good Reason by the Executive . The Company may terminate the Executive’s employment hereunder at any time without Cause upon 60-day prior written notice to the Executive. The Executive may terminate the Executive’s employment voluntarily for any reason or no reason at any time by giving 60-day prior written notice to the Company.

(f) Notice of Termination . Any termination of the Executive’s employment under the Agreement shall be communicated by written notice of termination (“ Notice of Termination ”) from the terminating party to the other party. The notice of termination shall indicate the specific provision(s) of the Agreement relied upon in effecting the termination.

(g) Date of Termination . The “ Date of Termination ” shall mean (i) the date specified in the Notice of Termination, or (ii) if the Executive’s employment is terminated by the Executive’s death, the date of his/her death.

(h) Compensation upon Termination .

(1) Death . If the Executive’s employment is terminated by reason of the Executive’s death, the Company shall have no further obligations to the Executive under this Agreement and the Executive’s benefits shall be determined under the Company’s retirement, insurance and other benefit and compensation plans or programs then in effect in accordance with the terms of such plans and programs.

(2) By Company without Cause or by the Executive for Good Reason . If the Executive’s employment is terminated by the Company other than for Cause or by the Executive for Good Reason, the Company shall (i) continue to pay and otherwise provide to the Executive, during any notice period, all compensation, base salary and

previously earned but unpaid incentive compensation, if any, and shall continue to allow the Executive to participate in any benefit plans in accordance with the terms of such plans during such notice period; and (ii) pay to the Executive, in lieu of benefits under any severance plan or policy of the Company, any such amount as may be agreed between the Company and the Executive.

(3) By Company for Cause or by the Executive other than for Good Reason . If the Executive’s employment shall be terminated by the Company for Cause or by the Executive other than for Good Reason, the Company shall pay the Executive his/her base salary at the rate in effect at the time Notice of Termination is given through the Date of Termination, and the Company shall have no additional obligations to the Executive under this Agreement.

(i) Return of Company Property . The Executive agrees that following the termination of the Executive’s employment for any reason, or at any time prior to the Executive’s termination upon the request of the Company, he/she shall return all property of the Group that is then in or thereafter comes into his/her possession, including, but not limited to, any Confidential Information (as defined below) or Intellectual Property (as defined below), or any other documents, contracts, agreements, plans, photographs, projections, books, notes, records, electronically stored data and all copies, excerpts or summaries of the foregoing, as well as any automobile or other materials or equipment supplied by the Group to the Executive, if any.

(j) Requirement for a Release . Notwithstanding the foregoing, the Company’s obligations to pay or provide any benefits shall (1) cease as of the date the Executive breaches any of the provisions of Sections 8, 9 and 11 hereof, and (2) be conditioned on the Executive signing the Company’s customary release of claims in favor of the Group and the expiration of any revocation period provided for in such release.

8. CONFIDENTIALITY AND NONDISCLOSURE

(a) Confidentiality and Non-Disclosure .

(1) The Executive acknowledges and agrees that: (A) the Executive holds a position of trust and confidence with the Company and that his/her employment by the Company will require that the Executive have access to and knowledge of valuable and sensitive information, material, and devices relating to the Company and/or its business, activities, products, services, customers and vendors, including, but not limited to, the following, regardless of the form in which the same is accessed, maintained or stored: the identity of the Company’s actual and prospective customers and, as applicable, their representatives; prior, current or future research or

development activities of the Company; the products and services provided or offered by the Company to customers or potential customers and the manner in which such services are performed or to be performed; the product and/or service needs of actual or prospective customers; pricing and cost information; information concerning the development, engineering, design, specifications, acquisition or disposition of products and/or services of the Company; user base personal data, programs, software and source codes, licensing information, personnel information, advertising client information, vendor information, marketing plans and techniques, forecasts, and other trade secrets (“ Confidential Information ”); and (B) the direct and indirect disclosure of any such Confidential Information would place the Company at a competitive disadvantage and would do damage, monetary or otherwise, to the Company’s business.

(2) During the Term and at all times thereafter, the Executive shall not, directly or indirectly, whether individually, as a director, stockholder, owner, partner, employee, consultant, principal or agent of any business, or in any other capacity, publish or make known, disclose, furnish, reproduce, make available, or utilize any of the Confidential Information without the prior express written approval of the Company, other than in the proper performance of the duties contemplated herein, unless and until such Confidential Information is or shall become general public knowledge through no fault of the Executive.

(3) In the event that the Executive is required by law to disclose any Confidential Information, the Executive agrees to give the Company prompt advance written notice thereof and to provide the Company with reasonable assistance in obtaining an order to protect the Confidential Information from public disclosure.

(4) The failure to mark any Confidential Information as confidential shall not affect its status as Confidential Information under this Agreement.

(b) Third Party Information in the Executive’s Possession . The Executive agrees that he/she shall not, during the Term, (i) improperly use or disclose any proprietary information or trade secrets of any former employer or other person or entity with which the Executive has an agreement or duty to keep in confidence information acquired by Executive, if any, or (ii) bring into the premises of Company any document or confidential or proprietary information belonging to such former employer, person or entity unless consented to in writing by such former employer, person or entity. The Executive will indemnify the Company and hold it harmless from and against all claims, liabilities, damages and expenses,

including reasonable attorneys’ fees and costs of litigation, arising out of or in connection with any violation of the foregoing.

(c) Third Party Information in the Company’s Possession . The Executive recognizes that the Company may have received, and in the future may receive, from third parties their confidential or proprietary information subject to a duty on the Company’s part to maintain the confidentiality of such information and to use it only for certain limited purposes. The Executive agrees that the Executive owes the Company and such third parties, during the Term and thereafter, a duty to hold all such confidential or proprietary information in strict confidence and not to disclose such information to any person or firm, or otherwise use such information, in a manner inconsistent with the limited purposes permitted by the Company’s agreement with such third party.

This Section 8 shall survive the termination of the Agreement for any reason. In the event the Executive breaches this Section 8, the Company shall have right to seek remedies permissible under applicable law.

9. INTELLECTUAL PROPERTY

(a) Prior Inventions . The Executive has attached hereto, as Schedule B , a list describing all inventions, ideas, improvements, designs and discoveries, whether or not patentable and whether or not reduced to practice, original works of authorship and trade secrets made or conceived by or belonging to the Executive (whether made solely by the Executive or jointly with others) that (i) were developed by Executive prior to the Executive’s employment by the Company (collectively, “ Prior Inventions ”), (ii) relate to the Company’ actual or proposed business, products or research and development, and (iii) are not assigned to the Company hereunder; or, if no such list is attached, the Executive represents that there are no such Prior Inventions. Except to the extent set forth in Schedule B , the Executive hereby acknowledges that, if in the course of his/her service for the Company, the Executive incorporates into a Company product, process or machine a Prior Invention owned by the Executive or in which he/she has an interest, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide right and license (which may be freely transferred by the Company to any other person or entity) to make, have made, modify, use, sell, sublicense and otherwise distribute such Prior Invention as part of or in connection with such product, process or machine.

(b) Assignment of Intellectual Property . The Executive hereby assigns to the Company or its designees, without further consideration and free and clear of any lien or encumbrance, the Executive’s entire right, title and interest (within the United States and all foreign jurisdictions) to any and all inventions, discoveries, improvements, developments, works of authorship, concepts, ideas, plans, specifications, software, formulas, databases, designees, processes and contributions to Confidential Information created, conceived, developed or reduced to practice by the Executive (alone or with others) during the Term which

(i) are related to the Company’s current or anticipated business, activities, products, or services, (ii) result from any work performed by Executive for the Company, or (iii) are created, conceived, developed or reduced to practice with the use of Company property, including any and all Intellectual Property Rights (as defined below) therein (“ Work Product ”). Any Work Product which falls within the definition of “work made for hire”, as such term is defined in the U.S. Copyright Act, shall be considered a “work made for hire”, the copyright in which vests initially and exclusively in the Company. The Executive waives any rights to be attributed as the author of any Work Product and any “droit morale” (moral rights) in Work Product. The Executive agrees to immediately disclose to the Company all Work Product. For purposes of this Agreement, “ Intellectual Property ” shall mean any patent, copyright, trademark or service mark, trade secret, or any other proprietary rights protection legally available.

(c) Patent and Copyright Registration . The Executive agrees to execute and deliver any instruments or documents and to do all other things reasonably requested by the Company in order to more fully vest the Company with all ownership rights in the Work Product. If any Work Product is deemed by the Company to be patentable or otherwise registrable, the Executive shall assist the Company (at the Company’s expense) in obtaining letters of patent or other applicable registration therein and shall execute all documents and do all things, including testifying (at the Company’s expense) as necessary or appropriate to apply for, prosecute, obtain, or enforce any Intellectual Property right relating to any Work Product. Should the Company be unable to secure the Executive’s signature on any document deemed necessary to accomplish the foregoing, whether due to the Executive’s disability or other reason, the Executive hereby irrevocably designates and appoints the Company and each of its duly authorized officers and agents as the Executive’s agent and attorney-in-fact to act for and on the Executive’s behalf and stead to take any of the actions required of Executive under the previous sentence, with the same effect as if executed and delivered by the Executive, such appointment being coupled with an interest.

This Section 9 shall survive the termination of the Agreement for any reason. In the event the Executive breaches this Section 9, the Company shall have right to seek remedies permissible under applicable law.

10. CONFLICTING EMPLOYMENT.

The Executive hereby agrees that, during the Term, he/she will not engage in any other employment, occupation, consulting or other business activity related to the business in which the Company is now involved or becomes involved during the Term, nor will the Executive engage in any other activities that conflict with his/her obligations to the Company without the prior written consent of the Company.

11. NON-COMPETITION AND NON-SOLICITATION

(a) Non-Competition . In consideration of the compensation provided to the Executive by the Company hereunder, the adequacy of which is hereby acknowledged by the parties hereto, the Executive agree that during the Term and for a period of one year following the termination of the Employment for whatever reason, the Executive shall not engage in Competition (as defined below) with the Group. For purposes of this Agreement, “Competition” by the Executive shall mean the Executive’s engaging in, or otherwise directly or indirectly being employed by or acting as a consultant or lender to, or being a director, officer, employee, principal, agent, stockholder, member, owner or partner of, or permitting the Executive’s name to be used in connection with the activities of, any other business or organization which competes, directly or indirectly, with the Group in the Business; provided , however , it shall not be a violation of this Section 11(a) for the Executive to become the registered or beneficial owner of up to five percent (5%) of any class of the capital stock of a publicly traded corporation in Competition with the Group, provided that the Executive does not otherwise participate in the business of such corporation.

For purposes of this Agreement, “ Business ” means any business which the Group engages in, or is preparing to become engaged in, during the Term.

(b) Non-Solicitation; Non-Interference . During the Term and for a period of one year following the termination of the Executive’s employment for any reason, the Executive agrees that he/she will not, directly or indirectly, for the Executive’s benefit or for the benefit of any other person or entity, do any of the following:

(1) approach the suppliers, clients, direct or end customers or contacts or other persons or entities introduced to the Executive in his/her capacity as a representative of the Group for the purpose of doing business of the same or of a similar nature to the Business or doing business that will harm the business relationships of the Group with the foregoing persons or entities;

(2) assume employment with or provide services to any competitors of the Group, or engage, whether as principal, partner, licensor or otherwise, any of the Group’s competitors, without the Group’s express consent; or

(3) seek, directly or indirectly, to solicit the services of, or hire or engage, any person who is known to be employed or engaged by the Group; or

(4) otherwise interfere with the business or accounts of the Group.

(c) Injunctive Relief; Indemnity of Company . The Executive agrees that any breach or threatened breach of subsections (a) and (b) of this Section 11 would result in irreparable injury and damage to the Company for which an award of money to

the Company would not be an adequate remedy. The Executive therefore also agrees that in the event of said breach or any reasonable threat of breach, the Company shall be entitled to seek an immediate injunction and restraining order to prevent such breach and/or threatened breach and/or continued breach by the Executive and/or any and all persons and/or entities acting for and/or with the Executive. The terms of this paragraph shall not prevent the Company from pursuing any other available remedies for any breach or threatened breach hereof, including, but not limited to, remedies available under this Agreement and the recovery of damages. The Executive and the Company further agree that the provisions of this Section 11 are reasonable. The Executive agrees to indemnify and hold harmless the Company from and against all reasonable expenses (including reasonable fees and disbursements of counsel) which may be incurred by the Company in connection with, or arising out of, any violation of this Agreement by the Executive. This Section 11 shall survive the termination of the Agreement for any reason.

12. WITHHOLDING TAXES

Notwithstanding anything else herein to the contrary, the Company may withhold (or cause there to be withheld, as the case may be) from any amounts otherwise due or payable under or pursuant to the Agreement such national, state, provincial, local or any other income, employment, or other taxes as may be required to be withheld pursuant to any applicable law or regulation.

13. ASSIGNMENT

The Agreement is personal in its nature and neither of the parties hereto shall, without the consent of the other, assign or transfer the Agreement or any rights or obligations hereunder; provided, however, that the Company may assign or transfer the Agreement or any rights or obligations hereunder to any member of the Group without such consent. If the Executive should die while any amounts would still be payable to the Executive hereunder if the Executive had continued to live, all such amounts unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the Executive’s devisee, legatee, or other designee or, if there be no such designee, to the Executive’s estate. The Company will require any and all successors (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Executive to compensation from the Company in the same amount and on the same terms as the Executive would be entitled to hereunder if the Company had terminated the Executive’s employment other than for Cause, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the Date of Termination. As used in this Section, “ Company ” shall mean the Company as herein before defined and any successor to its business and/or assets as aforesaid which executes and delivers the

agreement provided for in this Section 13 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law.

14. SEVERABILITY

If any provision of the Agreement or the application thereof is held invalid, the invalidity shall not affect other provisions or applications of the Agreement which can be given effect without the invalid provisions or applications and to this end the provisions of the Agreement are declared to be severable.

15. ENTIRE AGREEMENT

The Agreement constitutes the entire agreement and understanding between the Executive and the Company regarding the terms of the Employment and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter. The Executive acknowledges that he/she has not entered into the Agreement in reliance upon any representation, warranty or undertaking which is not set forth in the Agreement.

16. GOVERNING LAW

The Agreement shall be governed by and construed in accordance with the law of the State of New York.

17. AMENDMENT

The Agreement may not be amended, modified or changed (in whole or in part), except by a formal, definitive written agreement expressly referring to the Agreement, which agreement is executed by both of the parties hereto.

18. WAIVER

Neither the failure nor any delay on the part of a party to exercise any right, remedy, power or privilege under the Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of the same or of any right, remedy, power or privilege, nor shall any waiver of any right, remedy, power or privilege with respect to any occurrence be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence. No waiver shall be effective unless it is in writing and is signed by the party asserted to have granted such waiver.

19. NOTICES

All notices, requests, demands and other communications required or permitted under the Agreement shall be in writing and shall be deemed to have been duly given and made if (i) delivered by hand, (ii) otherwise delivered against receipt therefor, (iii) sent by a recognized courier with next-day or second-day delivery to the last known address of the other party; or (iv) sent by e-mail with confirmation of receipt.

20. COUNTERPARTS

The Agreement may be executed in any number of counterparts, each of which shall be deemed an original as against any party whose signature appears thereon, and all of which together shall constitute one and the same instrument. The Agreement shall become binding when one or more counterparts hereof, individually or taken together, shall bear the signatures of all of the parties reflected hereon as the signatories. Photographic copies of such signed counterparts may be used in lieu of the originals for any purpose.

21. NO INTERPRETATION AGAINST DRAFTER

Each party recognizes that the Agreement is a legally binding contract and acknowledges that such party has had the opportunity to consult with legal counsel of choice. In any construction of the terms of the Agreement, the same shall not be construed against either party on the basis of that party being the drafter of such terms.

[ Remainder of the page intentionally left blank. ]

IN WITNESS WHEREOF, the Agreement has been executed as of the date first written above.

COMPANY:	Pintec Technology Holdings Limited
	a Cayman Islands exempted company

	By:
	Name:
	Title:

EXECUTIVE:


	Name:
	Address:

SCHEDULE A

Cash Compensation

SCHEDULE B

Prior Inventions

Exhibit 10.4

Exclusive Business Cooperation Agreement

This Exclusive Business Cooperation Agreement (hereinafter referred to as “ this Agreement ”) is concluded by and between the following parties in Beijing, China, on the date of December 13, 2017.

Party A: Sky City (Beijing) Technology Co., Ltd.

Party B: Anquying (Tianjin) Business Information Consulting Co., Ltd.

Party A and Party B shall be referred to as a “ Party ” individually and as “ the Parties ” collectively.

Whereas:

1. Party A is a wholly foreign-owned enterprise registered in the People’s Republic of China (hereinafter referred to as “ China ” ), and possesses the resources necessary for providing technical business services and business consultation services;

2. Party B is a domestic-funded company registered in China, and is approved and licensed by competent governmental agencies in China to engage in business information consultation, enterprise management consultation, computer technology development, transfer, consultation services, market information consultation and investigation(in the case of business categories subject to approval by competent authorities, it may not engage in business in such categories until and unless it obtains such approval; hereafter referred to as “ Business Scope ”);

3. Party A agrees to use its advantages in terms of human resources, technology and information to provide Party B with exclusive technical and business support, business consultation and other services (either provided by Party A itself or by a party designated by Party A) within the term of this Agreement, and Party B agrees to accept such exclusive services provided by Party A or its designated party in accordance with this Agreement.

Therefore: Party A and Party B hereby reach the following agreement through friendly consultations:

1. Services Provided by Party A

1.1 In accordance with the terms and conditions of this Agreement, Party B hereby appoints Party A as its sole and exclusive service provider to supply Party B with comprehensive business support, technical services, and consultation services within the term of this Agreement. The specific contents of the services shall include all services that are determined from time to time by Party A and are within the Business Scope of Party B, including but not limited to technical services, network support, business consulting, intellectual property licensing, leasing of equipment or office premises, market consultation, system integration, product development and system maintenance.

1.2 Party B agrees to accept the consultation and services provided by Party A. Party B further agrees that Party B shall neither accept any consultation and/or service provided by any third party nor cooperate with any third party for any matter as specified in this Agreement during the effective term of this Agreement, unless otherwise approved by Party A in writing in advance. Party A may appoint any other party (such designated party may sign certain agreements as described under Article 1.3 with Party B), to provide Party B with consultation and/or services under this Agreement. For the avoidance of doubt, no provision of this Agreement may, in any way whatsoever, limit Party A’s supply of consultation and/or services to any third party, and Party A’s supply of any consultation and/or service to any third party is not subject to notice to or consent of Party B.

1.3 Ways of Providing Services

1.3.1 Party A and Party B agree that both parties may conclude other technical service agreements and consultation service agreements directly or through their respective related parties within the term of this Agreement, so as to agree on the specific content, methods, personnel and fees of specific technical services and consultation services.

1.3.2 For the purpose of performing this Agreement, Party A and Party B agree to sign intellectual property (including but not limited to copyright, software, trademark, patent, patent application, technical secrets, trade secrets and others) license agreements directly or through their respective related parties, during the term of this Agreement, which shall allow Party B to use relevant intellectual property rights of Party A/the party designated by Party A, as may be necessary for Party B’s business and in accordance with specific agreements.

1.3.3 For the purpose of performing this Agreement, Party A and Party B agree that both parties hereto may sign an equipment or plant lease agreement, either directly or through their respective related parties, during the term of this Agreement; such agreement shall allow Party B to use relevant equipment or plant of Party A at any time on the basis of the business needs of Party B.

1.3.4 For the avoidance of doubt, Party A is entitled to determine at its sole absolute discretion, on whether to provide advices or services, which may either be provided by Party A itself or by a party designated by Party A, whether to provide consultations or services, as well as the specific types, contents, time, methods and amount of specific consultation or service. Failure by Party A to provide all the consultations or services under 1.3.1 to 1.3.3 hereof does not constitute a breach of contract by Party A.

2. Calculation and Payment of Service Fees

Both parties agree that Party A shall, on the basis of the workload and commercial value of the technical services as are provided to Party B, issue invoice to Party B in accordance with the price as agreed upon by and between the parties, and Party B shall pay the corresponding consultancy service fees and other service charges to Party A or the party designated by Party A on the date and according to the rate specified by the invoice. Party A shall have the right to adjust the rate of consulting service fees on the basis of the quantity and content of consultation services as provided to Party B, and the aforesaid adjustment shall come into force upon written notice to Party B.

Party B shall, within fifteen (15) days following the end of each fiscal year, provide Party A with the financial statements for that fiscal year as well as all business records, business contracts and financial information as may be necessary for preparing the financial statements. Where Party A raises any doubt in connection with any of the above-mentioned financial data provided by Party B, it may appoint an independent and reputable accountant to audit such data. Party B shall cooperate with the aforementioned auditing.

3. Intellectual Property and Confidentiality Clause

3.1 Party A shall enjoy exclusive and proprietary rights to and interests in all the rights, ownership, interests and intellectual property rights arising from or created through Party A’s performance of this Agreement, including but not limited to copyrights, patents, patent applications, trademarks, software, technical secrets, trade secrets, inter alia , regardless of whether they are developed by Party A or by Party B. The permission granted by Party A (or a party designated by Party A) to Party B to use the intellectual property hereunder does not constitute a grant of ownership of such intellectual property to Party B, and the intellectual property developed by Party B based on the consultations or services provided by Party A shall be owned by Party A.

3.2 Both parties confirm that any oral or written information they exchange with each other in connection with this Agreement shall be confidential. Each party hereto shall keep such information confidential and shall not disclose any such information to any third party without written consent from the other party hereto, except in the following circumstances: (a) the public is aware of or will be aware of such information (but this is not due to disclosure of such information by the recipient thereof); (b) disclosure of such information is required by any applicable law or the rules or requirements of any stock exchange; or (c) any transaction hereunder of any party hereto requires the disclosure of such information to the legal adviser or financial adviser thereof, provided that the legal adviser or financial adviser shall be bound by the obligation of confidentiality similar to the obligations under this article. The disclosure of any confidential information by any staff member or agent employed by any party hereto shall be deemed to be disclosure of confidential information by such party, and such party shall be liable for breach of this Contract. This article shall remain in force notwithstanding any termination of this Contract for any reason.

3.3 Both Parties agree that this Article shall remain in force regardless of whether this Agreement is modified, cancelled or terminated.

4. Representations and Undertakings

4.1 Party A represents and undertakes that:

4.1.1 Party A is a company legally registered and validly existing in accordance with the laws of China.

4.1.2 The signature and performance by Party A of this Agreement are supported by its qualification as a legal person and are within its Business Scope; Party A has adopted necessary measures as a corporate and has been appropriately authorized, and has obtained the consent and approval of the relevant third Parties and governmental authorities, without violating the laws or other restrictions binding or affecting Party A.

4.1.3 This Agreement shall constitute legal, valid and binding obligations of Party A and can be enforceable against Party A in accordance with the terms and conditions of this Agreement.

4.2 Party B represents and undertakes that:

4.2.1 Party B, a domestic-funded company, is registered in China, and is approved and licensed by competent governmental agencies in China to engage in business information consultation, enterprise management consultation, computer technology development, transfer, consultation services, market information consultation and investigation(in the case of business categories subject to approval by competent authorities, it may not engage in business in such categories until and unless it obtains such approval).

4.2.2 The signature and performance by Party B of this Agreement are supported by its qualification as a legal person and are within its Business Scope; Party B has adopted necessary measures as a corporate and has been appropriately authorized, and has obtained the consent and approval of the relevant third Parties and governmental authorities, without violating the laws or other restrictions binding or affecting Party B.

4.2.3 This Agreement shall constitute legal, valid and binding obligations on Party B and can be enforceable against Party B in accordance with the terms and conditions of this Agreement.

5. Effective Date and Term

5.1 This Agreement is concluded on the date indicated at the beginning of the text and shall enter into force on that date. Unless terminated early in accordance with this Agreement or any other agreement signed by and between both parties hereto, this Agreement shall be valid for ten(10) years. The parties shall, after the signature of this Agreement, review this Agreement every three(3) months, so as to determine whether or not to modify or supplement this Agreement on the basis of the then current actual circumstances.

5.2 The term of this Agreement can be extended prior to the expiration thereof, subject to written confirmation by Party A. Where Party A opts to extend this Agreement, the extension shall be decided on by Party A, and Party B shall accept such extension unconditionally.

6. Termination

6.1 Unless it is renewed pursuant to relevant terms and conditions of this Agreement, this Agreement shall be terminated upon expiration thereof.

6.2 During the term of this Agreement, Party B shall not terminate this Agreement before the expiration of this Agreement, unless Party A commits any serious negligence or fraud against Party B. Nonetheless, Party A shall have the right to terminate this Agreement subject to thirty(30) days’ written notice to Party B.

6.3 The rights and obligations of both parties hereto under Article 3, Article 7 and Article 8 hereof shall survive after the termination of this Agreement.

7. Governing Law and Dispute Resolution

7.1 The conclusion, effectiveness, interpretation and performance hereof as well as the resolution of disputes under this Contract shall be governed by the laws of China.

7.2 Any and all disputes arising from the interpretation and performance of this Contract shall be resolved through friendly consultation among all the parties hereto. If the parties fail to agree on a resolution of such a dispute within thirty (30) days after the submission by any party to the other parties of the request for resolving the dispute through negotiation, any party hereto may refer the dispute to the China International Economic and Trade Arbitration Commission to be resolved through arbitration in accordance with the rules of arbitration then in force. The seat of arbitration shall be Beijing and the language to be used in the arbitral proceedings shall be Chinese. The arbitral award shall be final and binding on both parties.

7.3 Where any dispute arises from or relating to the interpretation and performance of this Contract or any dispute is being arbitrated, the parties to this Contract shall continue exercising their respective rights and performing their respective obligations under this Contract, with the exception of those events involving the dispute.

8. Indemnity

Party B shall indemnify Party A against and hold Party A harmless from any losses, damages, liabilities or expenses sustained by Party A from any litigation, claim or other demands arising from the consultations and services provided by Party A at the request of Party B, unless such losses, damages, liabilities or expenses are caused by Party A’s gross negligence or willful misconduct.

9. Notice

9.1 All notices and other communications as are required or permitted by this Contract shall be delivered in person or by prepaid registered mail, commercial express service or facsimile to the address of the recipient party. For each notice, a confirmation request shall also be sent by e-mail. The date on which such a notice is deemed as effectively served shall be determined in the following ways:

9.1.1 Where the notice is sent in person, by courier mail service or prepaid registered letter, it shall be deemed as having been effectively served on the date of delivery or rejection at the designated recipient address of the notice.

9.1.2 Where the notice is sent by facsimile, it shall be deemed as having been effectively delivered on the date of successful transmission thereof (as evidenced by the automatic transmission confirmation message).

9.2 Any party hereto may, by way of a notice to the other parties, change at any time its address for receiving such notice in accordance with this Article.

10. Transfer

10.1 Without the prior written consent of Party A, Party B shall not transfer its rights and obligations under this Agreement to any third party.

10.2 Party B agrees that Party A may transfer its rights and obligations under this Agreement to any third party after giving a prior written notice to Party B and without the consent of Party B.

11. Severability

If one or more terms or conditions of this Contract are found to be invalid, illegal or unenforceable in accordance with any law or regulations, the validity, legality or enforceability of the rest of this Contract shall not be affected or prejudiced in any way. Parties hereto shall, through consultations held on a bona fide basis, seek to replace the terms or conditions hereunder that become invalid, illegal or unenforceable with new terms or conditions that are permitted by law and satisfy the expectations of the parties hereto to the greatest extent, so that the business effect of such new and valid terms or conditions shall be similar to those that would have been produced by the invalid, illegal or unenforceable terms or conditions that they replace.

12. Modification and Supplement

All modifications and supplements made to this Agreement shall be in writing. All amendments and supplementary agreements signed by the parties relating to this Agreement shall be an integral part of this Agreement and shall have the same legal effect as this Agreement.

13. Language and Copies

This Agreement is executed in Chinese in two (2) original copies of equal legal effect and force. Each party hereto shall hold one (1) original.

Signature page to follow

This page is the signature page of the Exclusive Business Cooperation Agreement and there is no text on this page.

Party A:

Sky City (Beijing) Technology Co., Ltd. (Seal)

/s/Sky City (Beijing) Technology Co., Ltd.

Legal Representative: /s/ZHOU Jing

Party B:

Anquying (Tianjin) Business Information Consulting Co., Ltd. (Seal)

/s/Anquying (Tianjin) Business Information Consulting Co., Ltd.

Legal Representative: /s/ZHOU Jing

Exhibit 10.5

Exclusive Option Agreement

This Exclusive Option Agreement (hereafter referred to as “ this Agreement ”) is concluded by and between the following parties in Beijing, China, on the date of December 13, 2017:

Party A: Sky City (Beijing) Technology Co., Ltd. ( hereafter referred to as “ the Pledgee ” )

Party B: PENG Xiaomei , Identity Card No.: *********************;

WEI Wei , Identity Card No.: ********************* ;

( hereafter referred to as “ the Pledgors ” )

Party C: Anquying (Tianjin) Business Information Consulting Co., Ltd.

In this Agreement, Party A, Party B and Party C are referred to individually as “ one party/a party ” and collectively as “ the parties ”.

Whereas: Party B holds 100% of Party C’s equity interest;

Now therefore: the parties hereby agree on the following terms and conditions:

1. Purchase and Sale of Equity and Assets

1.1 Grant of Rights

1.1.1 Each of the two Pledgors that constitute Party B hereby irrevocably grants Party A an exclusive option (“ Exclusive Option to Purchase Equity ”) to the extent permitted by the laws of the People’s Republic of China (“ China ”) to purchase, or designate one or more persons (each of whom shall be a “ Designee of Equity ”) to purchase, at any time from either members of Party B, at one time or in several lots, all or part of Party C’s equity that such pledgor holds. No person other than Party A and the Designees shall not have the right to purchase the equity hereunder or any interest in connection with Party B’s equity. Party C hereby consents to Party B’s grant of the Exclusive Option to Purchase Equity to Party A. In this Clause and this Agreement, the term “ persons ” include individuals, companies, joint ventures, partnerships, enterprises, trusts or non-company organizations.

1.1.2 1. Party C hereby irrevocably grants Party A with an exclusive option (“ Exclusive Option to Purchase Assets ”) to the extent permitted by the laws of China to purchase (or to designate one or more persons (referred to as “ Designee of Assets ” and referred to as the “ Designee ” together with the “ Designee for Equity ”) to purchase part or all of Party C’s assets, to the extent permitted by the law of China, according to the procedure determined by Party A at its own discretion, at the price specified under Clause 1.3 hereof, either at one time or in several lots. Except for Party A and the Designee of Assets, no third party may have the right to purchase the assets hereunder or other rights relating to the assets of Party C. Party B agrees that Party C shall grant Party A with the right to purchase such assets in accordance with the terms and conditions of this Agreement.

1.2 Procedures for Exercising the Exclusive Right to Purchase

Subject to the terms and conditions of this Agreement and to the extent permitted by the law of China, Party A shall have absolute discretion to decide the specific time, manner and frequency of its exercising of the Exclusive Right to Purchase hereunder.

Party A shall exercise its right to purchase the equity or assets hereunder under the precondition that it is in compliance with the laws and regulations of China. Where Party A exercises its right to purchase the equity or the assets hereunder, it shall send a written notice to Party B (“ Notice of Purchase ”), which shall specify the following information: (a) the decision of Party A to exercise the right to purchase the equity or the assets hereunder; (b) the amount of equity to be purchased by Party A from Party B (“ Purchased Equity ”) or the amount of assets to be purchased from Party C (“ Purchased Assets ”); and (c) the date for purchase/transfer of the Purchased Equity or Purchased Assets.

Party A’s exercise of the Exclusive Option to Purchase Assets shall be subject to the laws and regulations of China. Where Party A exercises its Exclusive Option to Purchase Assets, it shall give Party C a written notice (“ Notice for Assets Purchase ”), and the Notice for Assets Purchase shall specify the following items: (a) the decision of Party A to exercise the Exclusive Option to Purchase Assets; (b) specific assets that Party A intends to purchase from Party C (“ Purchased Assets ”); and (c) the date of delivery/transfer of the Purchased Assets.

When Party A exercises its right to purchase the equity or assets hereunder, Party A may either choose to be the transferee of the Purchased Equity or the Purchased Assets, or appoint the Designee as the transferee of all or part of the Purchased Equity or assets.

1.3 Purchase Prices of the Equity and Assets

1.3.1 In terms of the Purchased Equity, the purchase price (“ Equity Purchase Price ”) of the Purchased Equity shall be RMB One Yuan (RMB1.00), unless the Chinese laws or regulations require assessment of Purchased Equity when Party A exercises the exclusive right to purchase; if the minimum price allowed by the Chinese law then is higher than the aforesaid price, the minimum price allowed by law shall prevail. If the transfer price of the Purchased Equity held by Party B is higher than One Yuan (RMB1.00), or Party B receives from Party C any profit or dividend distributed in any form whatsoever, Party B agrees that Party A shall have the right to obtain the part of the aforementioned proceeds in excess of One Yuan (RMB1.00), provided that it does not violate the Chinese law. Party B shall instruct the relevant transferees or Party C to pay the said part of the proceeds to the bank account designated by Party A.

1.3.2 In terms of the Exclusive Option to Purchase Assets, every time when Party A exercises the right, the purchase price of the Purchased Assets (“ Purchase Price of Assets ”) shall be the net book value of such Purchased Assets; however, if the minimum price allowed by Chinese law at that time is higher than the aforementioned net book value, the transfer price shall be subject to the minimum price allowed by the law of China.

1.4 Transfer of the Purchased Equity and the Purchased Assets

Every time when Party A exercises its right to purchase the equity or assets hereunder:

1.4.1 Party B and Party C shall cause Party C to convene the Shareholders’ Meeting and/or the Meeting of the Board of Directors (whichever is applicable), and adopt a resolution authorizing Party B to transfer the equity to Party A and/or the Designees for Equity Acquisition, or a resolution authorizing Party C to transfer the assets to Party A and/or the Designees for Assets Acquisition;

1.4.2 Party B or Party C (whichever is applicable) shall, together with Party A and/or its Designees (whichever is applicable), conclude an equity Transfer Contract or assets Transfer Contract (collectively referred to as the “ Transfer Contracts ”) for each transfer, in accordance with the terms and conditions of this Agreement and the corresponding Purchase Notice;

1.4.3 The parties concerned shall sign all other necessary contracts, agreements or documents, obtain all necessary governmental licenses and permits, and take all necessary actions to transfer, without any security interest, the effective ownership of the Purchased Equity or the Purchased Assets, to Party A and/or the Designees (whichever is applicable), and to enable Party A and/or the Designees to register themselves as owner of the Purchased Equity or Purchased Assets (if necessary). For the purpose of this Paragraph and this Agreement, “ Security Interests ” include guarantee, mortgage, pledge, retention, claims, rights or interests of a third party, any Exclusive Option to Purchase Equity, right to acquisition, right of first claim priority purchase, right of set-off, retention of title or other security arrangements, etc.; however, for the sake of clarity, Security Interests do not include any security interest arising from this Agreement and the Equity Pledge Agreement of Party B. “Equity Pledge Agreement of Party B ” as stipulated in this Clause and this Agreement refers to the Equity Pledge Agreement as is signed by Party A, Party B and Party C on the date when this Agreement is signed. According to the Equity Pledge Agreement of Party B, Party B shall pledge to Party A all Party B’s equity in Party C, so as to secure obligations of Party B under this Agreement, and ensure that Party C can perform the obligations under the Exclusive Business Cooperation Agreement as is signed by Party C and Party A and obligations under other relevant agreements.

2. Undertakings

2.1 Undertakings Concerning Party C

Party B (as a shareholder of Party C) and Party C hereby undertake that:

2.1.1 Without prior written consent of Party A, no supplement, change or amendment may be made to the Articles of Association as well as rules and regulations of Party C, nor may any increase or decrease of Party C’s registered capital or any other change in Party C’s registered capital structure may be effected in any other way whatsoever;

2.1.2 They shall maintain the existence of their respective companies, operate their business prudently and effectively, and handle their affairs in accordance with good financial and commercial standards and practices;

2.1.3 Without prior written consent by Party A, no equity, assets, legal or beneficial interest relating to Party C’s business or income may be sold, transferred, mortgaged, pledged or otherwise disposed of, nor may any encumbrance of any security interest be allowed to be placed such equity, assets, legal or beneficial interest without prior written consent by Party A;

2.1.4 Without prior consent of Party A, no liabilities may be incurred, inherited, guaranteed or permitted, except for under the following circumstance: (i) where the liabilities arise from ordinary course of business other than through loans, and (ii) where the liabilities have been disclosed to Party A and have obtained written consent from Party A;

2.1.5 They shall ensure that all business of Party C is conducted in the normal course of business, in order to maintain the value of the assets of Party C, and refrain from any act/omission that may affect Party C’s business conditions and the value of the assets thereof;

2.1.6 Without the prior written consent of Party A, Party C shall not be compelled to sign any major contract, except for where the contract is entered into in the normal course of business (for the purposes of this Paragraph, if the value of a contract exceeds RMB100,000 Yuan, it shall be regarded as a major contract).

2.1.7 Without the prior written consent of Party A, they shall not cause Party C to offer any loan, credit, guarantee or warranty to any person;

2.1.8 At the request of Party A, they will provide Party A with all information concerning the operation and financial status of Party C;

2.1.9 In response to Party A’s request, they shall purchase necessary insurance for Party C’s assets and business from an insurance company approved by Party A, and the value and type of the insurance shall be consistent with the insurance purchased by companies that operate business similar to that of Party C;

2.1.10 Without the prior written consent of Party A, Party C shall not be caused or allowed to merge or associate with any other party, or purchase or invest in any party or be acquired or invested in by any party;

2.1.11 Party C shall not be liquidated, dissolved or cancelled without the prior written consent of Party A;

2.1.12 Party A shall be promptly notified of any litigation, arbitration or administrative proceeding that occurs or may be related to the assets, business or income of Party C;

2.1.13 In order to maintain Party C’s ownership of all of its assets, they shall sign all necessary or appropriate documents, take all necessary or appropriate actions and make all necessary or appropriate complaints or necessary and appropriate defenses against all claims;

2.1.14 Without the prior written consent of Party A, they shall ensure that Party C will not distribute profits and dividends to its shareholders in any form; however, upon written request by Party A, Party C shall promptly distribute all available profits, and dividends to its shareholders;

2.1.15 At the request of Party A, they shall appoint any person designated by Party A to serve as Party C’s director, supervisor or other company administrator who are subject to appointment and dismissal by Party B;

2.1.16 They shall promptly inform Party A of any event that may have significant adverse effects on the existence, business operation, financial position, assets or goodwill of Party C, and timely take all measures approved by Party A to eliminate such unfavorable events or take effective remedial measures; and

2.1.17 In response to any request that Party A makes at any time, Party C shall transfer the Purchased Assets to Party A and/or the Designees promptly and unconditionally according to the Exclusive Option to Purchase Assets under this Agreement.

2.2 Undertakings of Party B

Party B hereby undertakes that:

2.2.1 Without prior written consent of Party A, Party B shall not sell, transfer, mortgage, pledge or otherwise dispose of any legal or beneficial interest in Party C’s equity that Party B holds, or permit the encumbrance of the property right of any security interest thereon, except for the pledge under Equity Pledge Agreement of Party B;

2.2.2 Party B shall ensure that the Shareholders’ Meeting and/or the Board Meeting of Party C will not approve any sale, transfer, mortgage, pledge or any other disposal of any legitimate or beneficial interests of Party C’s equity owned by Party B which is not supported by prior written consent of Party A, and not to approve any encumbrance on such benefits, except for the pledge of such equity under the Equity Pledge Agreement of Party B;

2.2.3 Party B shall cause the Shareholders’ Meeting or Board Meeting of Party C not to approve the merger or association of Party C with any party without the prior written consent of Party A, and not to purchase or invest in any party, or be acquired or invested in by any party;

2.2.4 Party B shall promptly notify Party A of any litigation, arbitration or administrative proceeding that occurs or may occur in connection with the Party C’s equity or assets owned by Party B;

2.2.5 Party B shall cause Party C’s Shareholders’ Meeting or Board Meeting to vote on and approve the transfer of the Purchased Equity or Purchased Assets under this Agreement and take any and all other actions that Party A may require.

2.2.6 For the purpose of maintaining its ownership of Party C’s equity, Party B shall sign all necessary or appropriate documents, take all necessary or appropriate actions and make all necessary or appropriate complaints or conduct necessary and appropriate defenses against any and all claims;

2.2.7 Upon request by Party A, Party B shall appoint any person designated by Party A to serve as a board director of Party C;

2.2.8 In response to any request that Party A makes at any time, Party B shall, on the basis of the Exclusive Option to Purchase Equity hereunder, promptly and unconditionally transfer to Party A and/or the Designees the equity of Party C owned by Party B, and Party B hereby waives the preemptive right (if any) in connection with equity transfer by other shareholders of Party C; and

2.2.9 Party B shall strictly abide by the terms and conditions of this Agreement and other contracts signed by Party B, Party C and Party A, and perform the obligations under this Agreement and other contracts, and refrain from any act/omission which may affect the validity, effectiveness and enforceability of such contracts. If Party B has any residual rights to the equity under the Equity Pledge Agreement of Party B or the Power of Attorney (with Party A as the beneficiary) signed by and between the parties hereto, Party B shall not exercise such rights unless instructed to do so by Party A in writing.

3. Representations and Undertakings

On the date when this Agreement is concluded and each date when the Purchased Equity or Purchased Assets hereunder are transferred, Party B and Party C hereby jointly and separately represent and undertake to Party A that:

3.1 They have complete and independent legal status and legal capacity to sign, deliver and perform this Agreement, and can independently serve as a party in litigation. Moreover, they have the authority and power to enter into and deliver this Agreement and any Transfer Contracts and perform their obligations under this Agreement and any Transfer Contracts. Party B and Party C agree to sign the Transfer Contracts that are consistent with the terms and conditions of this Agreement when Party A or the Designees exercise the Exclusive Option to Purchase Equity or the Exclusive Option to Purchase Assets. This Agreement and the Transfer Contracts constitute or will constitute their legal, valid and binding obligations and may be enforceable against them in accordance with the terms and conditions thereof;

3.2 Neither the signing and delivery of this Agreement or any Transfer Contract or the obligations under this Agreement or any Transfer Contract shall: (i) cause any breach of any applicable law in China; (ii) conflict with the Articles of Association, rules or other organizational documents of Party C; (iii) cause any breach of any contract or instrument to which they are a party or which are binding on them, or any breach of any contract or any breach under any contract or instrument to which they are a party or which are binding on them; (iv) cause any breach of any term or condition according to which any license or permit is awarded to any Party or according to which such license or permit will continue to be valid and effective; or (v) result in the suspension or revocation or imposition of additional conditions to any license or permit issued to any Party;

3.3 Party B has good and marketable ownership of Party C’s equity it owns. Except for Party B’s Equity Pledge Agreement, Party B has no security rights and interests in such equity;

3.4 Party C has good and marketable ownership of all of its assets and does not have any security interest in the said assets.

3.5 Party C has no outstanding debts, except for: (i) the debts incurred in the normal course of business, and (ii) the debts that have been disclosed to Party A and agreed upon by Party A in writing;

There are no pending or possible litigation, arbitration or administrative proceedings relating to the ownership of the equity in Party C, the assets of Party C or Party C;

Except for the equity pledge registration that must be completed with the competent industry and commerce authority in accordance with Party B’s Equity Pledge Agreement, the signing and performance of this Agreement and the granting or exercise of the Exclusive Option to Purchase Equity or the Exclusive Option to Purchase Assets under this Agreement are not subject to any third party’s consent, license, waiver, authorization or any government agency’s approval, license, exemption or registration or filing formalities with any government agency.

4. Effective Date

This Agreement shall come into force as of the date when this Agreement is concluded by all the parties to this Agreement, and shall be valid for ten(10) years, and Party A may choose to renew this Agreement upon expiration of the said term. Where Party A chooses to renew this Agreement, the term of renewal shall be decided by Party A; and Party B and Party C shall unconditionally accept such renewal and the term thereof.

5. Governing Law and Dispute Resolution

5.1 Governing Law

The conclusion, effectiveness, interpretation and performance hereof as well as the resolution of disputes under this Agreement shall be governed by the laws of China.

5.2 Dispute Resolution

Any dispute arising from or relating to the interpretation or performance of this Agreement shall first be settled through friendly negotiation between the parties hereto. If the parties fail to agree on a settlement of such dispute within thirty (30) days after the submission by either party to the other party of the request for settlement of such dispute, either party hereto may refer the dispute to the China International Economic and Trade Arbitration Commission to be settled through arbitration in accordance with the rules of arbitration in force at that time. The seat of arbitration shall be Beijing and the language to be used in the arbitral proceedings shall be Chinese. The arbitral award shall be final and binding on all the parties.

6. Taxes and Fees

Each party hereto shall, in accordance with the law of China, pay any and all taxes, expenses and fees that are incurred by or imposed on such party in connection with the preparation and execution of this Agreement and the Transfer Contracts and for the completion of the transactions provided for under this Agreement and the Transfer Contracts.

Regardless of whether there is any provision to the contrary, if the tax authority considers that the Equity Purchase Price or the assets purchase price is not a reasonable price and therefore adjusts the tax base, the resultant increase in tax shall be borne by Party B (applicable to the situation when Party A exercises the Exclusive Option to Purchase Equity) or by Party C (applicable to the situation in which Party A exercises the Exclusive Option to Purchase Assets).

7. Notices

7.1 All notices and other communications as are required or permitted by this Agreement shall be delivered in person or by prepaid registered mail, commercial express service or facsimile to the address of the recipient party. For each notice, a confirmation request shall also be sent by e-mail. The date on which such a notice is deemed as effectively served shall be determined in the following ways:

7.1.1 Where a notice is served in person, by courier mail service or prepaid registered letter, it shall be deemed as having been effectively served on the date of delivery or rejection at the designated recipient address of the notice.

7.1.2 Where the notice is delivered by facsimile, it shall be deemed as having been effectively served on the date of successful transmission thereof (as evidenced by the automatic transmission confirmation message).

7.2 Any party hereto may, by way of a notice to the other parties, change at any time its address for receiving such notice in accordance with this Article.

8. Confidentiality Duties

The parties hereto confirm that any and all oral or written information exchanged for the purposes of this Agreement shall be confidential. Each party hereto shall keep such information confidential and shall not disclose any such information to any third party without written consent from the other parties hereto, except in the following circumstances: (a) the public is aware of or will be aware of such information (but this is not due to disclosure of such information by the recipient thereof); (b) disclosure of such information is required by any applicable law or the rules or requirements of any stock exchange; or (c) any transaction hereunder of any party hereto requires the disclosure of such information to the legal adviser or financial adviser thereof, provided that the legal adviser or financial adviser shall be bound by an obligation of confidentiality similar to the obligations under this article. The disclosure of any confidential information by any staff member or agent employed by any party hereto shall be deemed to be disclosure of confidential information by such party, and in this case, such party shall be liable for breach of this Agreement. This Article shall survive the termination of this Agreement for any reason.

9. Further Undertakings

For the purpose of implementing the terms and conditions of this Agreement, and at the time when it signs this Agreement, each Pledgor in Party B shall agree to sign the Agreement on the Transfer of Capital Contribution in Appendix I hereto and Resolution of Shareholders Meeting in Appendix II hereto, and hereby irrevocably authorizes Party A to use the aforesaid documents for the purpose of implementing this Agreement.

The parties hereto further agree to promptly sign such other documents as are reasonably necessary or expedient for the purposes of performing this Agreement and fulfilling the purposes of this Agreement, and take further actions which are reasonably necessary or expedient for the purpose of performing this Agreement and fulfilling the purpose of this Agreement.

10. Miscellaneous

10.1 Modification, Amendment and Supplement

All the modifications, amendments and supplements to this Agreement shall be subject to a written agreement signed by all the parties hereto.

10.2 Entire Contract.

Except for the written amendments, supplements or alterations made after the signing of this Agreement, this Agreement shall constitute the entire agreement between the parties hereto on the subject matter hereof and shall supersede all the oral and written consultations, representations and contracts reached on the subject matter hereof prior to this Agreement.

10.3 Headings

The headings in this Agreement are for convenience of reference only and shall not affect the construction or interpretation or wording of this Agreement in any aspect whatsoever.

10.4 Language

This Agreement shall be made in Chinese in three (3) identical copies, and each copy shall be of equal legal binding force.

10.5 Severability

If one or more terms or conditions of this Agreement are found to be invalid, illegal or unenforceable in accordance with any law or regulations, the validity, legality or enforceability of the rest of this Agreement shall not be affected or prejudiced in any way. Parties hereto shall, through consultations held on a bona fide basis, seek to replace the terms or conditions hereunder that become invalid, illegal or unenforceable with new terms or conditions that are permitted by law and satisfy the expectations of the parties hereto to the greatest extent, so that the business effect of such new and valid terms or conditions shall be similar to those that would have been produced by the invalid, illegal or unenforceable terms or conditions that they replace.

10.6 Transfer

In the absence of prior written approval of Party A, Other Parties shall not transfer any of its rights and/or obligations hereunder. Party B and Party C agree that in the absence of prior written approval of Party B and Party C, Party A shall have the right to transfer to any third party any of its rights and/or obligations hereunder, provided, however, it shall notify the other parties hereto in writing.

10.7 Successor

This Agreement shall be binding and inure to the benefit of the respective successors and the transferees as allowed by the parties hereof.

10.8 Survival

10.8.1 Any obligation arising or due prior to the expiration or early termination of this Agreement shall survive the expiration or early termination of this Agreement.

10.8.2 Article 5, Article 7, Article 8 and Article 10 hereof shall survive the termination of this Agreement.

10.9 Waiver

Any party hereto may waive terms and conditions of this Agreement, provided, however, such waiver must be made in writing and subject to signature by all parties hereto. Any party’s waiver of the breach of this Agreement by the other party hereunder in a specific circumstance shall not be regarded as waiver by such party to abstain in any other cases in respect of a similar breach.

Signature page to follow

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Party A:

Sky City (Beijing) Technology Co., Ltd.(Seal)

/s/Sky City (Beijing) Technology Co., Ltd.

Legal Representative: /s/ZHOU Jing

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Party B:

PENG Xiaomei

Signed by: /s/PENG Xiaomei

WEI Wei

Signed by: /s/WEI Wei

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Party C:

Anquying (Tianjin) Business Information Consulting Co., Ltd.(Seal)

/s/Anquying (Tianjin) Business Information Consulting Co., Ltd.

Legal Representative: /s/ZHOU Jing

Exhibit 10.6

Equity Pledge Agreement

This Equity Pledge Agreement (hereinafter referred to as “ this Agreement ”) is signed by and among the following parties in Beijing, China, on the date of December 13, 2017:

Party A: Sky City (Beijing) Technology Co., Ltd. (hereafter referred to as “ the Pledgee ”)

Party B: PENG Xiaomei , Identity Card Number: *********************;

(hereinafter referred to as “ the Pledgors ”)

Party C: Anquying (Tianjin) Business Information Consulting Co., Ltd.

In this Agreement, the Pledgee, Pledgors, and Party C are referred to individually as “ a party ”, and collectively referred to as “ parties ”.

Whereas:

1. The Pledgors hold 22.00% of Party C’s equity. Party C, a limited liability company registered in Tianjin, China, is engaged in business information consultation, business management consultation, computer technology development, transfer and consultation services, market information consultation and investigation (in the case of business categories subject to approval by competent authorities, it may not engage in business in such categories until and unless it obtains such approval). Party C acknowledges the respective rights and obligations of the Pledgee and the Pledgors under this Agreement and agrees to provide necessary assistance to register the aforementioned pledge;

2. The Pledgee is a wholly foreign-owned enterprise registered in Beijing, China. The Pledgee and Party C entered into an exclusive business cooperation agreement (hereinafter referred to as “ the Exclusive Business Cooperation Agreement ”) on the date of December 13, 2017. The Pledgors, Party C and the Pledgee entered into an exclusive option agreement (hereinafter referred to as the “ Exclusive Option Agreement ,” together with the Exclusive Business Cooperation Agreement and that certain other agreements, are hereinafter referred to as the “ Project Agreements ”) on the date of December 13, 2017;

3. Purpose of pledge: to ensure that: (A) The Pledgee can receive all due payments from Party C under the Exclusive Business Cooperation Agreement, including but not limited to consultation and service fees; and (B) The Pledgee can effectively exercise the right to purchase the equity and/or assets under the Exclusive Option Agreement; the Pledgors agree to use all the equity that they hold in Party C as pledge for the obligations of Party B and Party C under the Project Agreements.

Therefore, all the parties hereto agree to enter into this Agreement in accordance with the following terms and conditions.

1. Definition

Unless otherwise provided in this Agreement, the following terms shall have the following meanings assigned to them:

1.1 The “ pledge ” refers to the security interest granted by the Pledgors to the Pledgee in accordance with Article 2 hereof, that is, the Pledgee shall have priority in claim for the proceeds from the transfer, auction or sale of the equity hereunder.

1.2 “ Pledged Equity ” refers to 22.00 % of Party C’s equity currently held by the Pledgors, representing RMB 2.20 million Yuan of the registered capital, as well as additional mounts of contribution and dividends as are described under Articles 2.3 and 2.4 of this Agreement.

1.3 “ Term of Pledge ” refers to the term under Article 3 of this Agreement.

1.4 “ Project Agreements ” shall have the same meaning assigned to it in the preamble to this Agreement.

1.5 “ Contractual Obligations ” refers to all the contractual obligations of the Pledgors and Party C under this Agreement and the Project Agreements.

1.6 “ Secured Debt ” refers to obligations to pay and other obligations of Party C under the Exclusive Business Cooperation Agreement, as well as all the direct, indirect, derivative damages and loss of predictable benefits that the Pledgee may sustain owing to any breach of contract by the Pledgors and/or Party C (as defined below). The basis of the amount of such damages and loss includes but is not limited to reasonable commercial plans and profit forecasts of the Pledgee, the service fees to be paid by Party C under the Exclusive Business Cooperation Agreement (no less than RMB 2.20 million Yuan), as well as all the expenses incurred by the Pledgee to enforce the Contractual Obligations of the Pledgors and/or the Company. The amount of secured creditor’s right is RMB 2.20 million Yuan.

1.7 “ Events of Default ” refers to any circumstances as are listed under Article 7 of this Agreement.

1.8 “ Notice of Default ” refers to the notices issued by the Pledgee under this Agreement declaring an event of default.

2. Pledge

2.1 As collateral for the repayment of the Secured Debt, the Pledgors hereby pledge all the Pledged Equities to the Pledgee, and Party C hereby permits the Pledgors to pledge the Pledged Equities to the Pledgee in accordance with the terms and conditions of this Agreement.

2.2 The Pledgors undertake that they will be responsible for entering the equity pledge arrangements hereunder into the register of members of Party C.

2.3 The Pledgors may increase their capital contribution to Party C, subject to the prior written consent of the Pledgee. The increase in the registered capital of Party C by way of additional capital contribution by the Pledgors shall also be included into the Pledged Equity. The Pledgors undertake to enter into Party C’s register of members the pledge of the additional capital contribution under Clause 2.3 hereof, and apply to the competent registration authority (as defined below) to register such pledge within ten (10) working days after such increase in capital contribution is effected.

2.4 During the Term of Pledge, the Pledgee shall have the right to receive the proceeds from the pledge equity (including but not limited to any dividends or profits therefrom). The Pledgors may share the dividends or dividends from the Pledged Equity, subject to the Pledgee’s prior written consent. The dividends or profits distributed by the Pledgor for the Pledged Equity shall be deposited into the designated account of the Pledgee, supervised by the Pledgee and shall be first used to repay the Secured Debt.

3. Term of Pledge

3.1 The Pledge shall enter into force upon registration with the competent administrative department for industry and commerce (hereinafter referred to as “ the Registration Authority ”) in the place where Party C is located. All the parties hereto agree that the Pledgors and Party A shall submit the registration application for the equity pledge to the Registration Authority within twenty (20) working days after the conclusion of this Agreement. The parties further agree that, within twenty (20) working days after the date when the application for registration of equity pledge is formally accepted by the Registration Authority, they shall complete all the registration formalities and obtain the Registration Notice issued by the Registration Authority. The Registration Authority shall fully and accurately enter the equity pledge into the equity pledge registration books.

3.2 The term of this Agreement shall terminate upon the full performance of all Contractual Obligations hereunder or the complete and full repayment of all the Secured Debt.

4. Custody of Equity Records

During the Term of Pledge under this Agreement, the Pledgors shall, within one(1) week after the conclusion of this Agreement, deliver the Register of Members recording the pledge hereunder to the Pledgee for safekeeping. The Pledgee shall keep such register throughout the Term of Pledge hereunder.

5. Representations and Undertakings by the Pledgors

5.1 The Pledgors are Chinese citizens/legal persons, have full capacity for conduct and the necessary legal rights, authority and ability to sign this Agreement and to undertake the legal obligations under this Agreement. This Agreement is duly signed by the Pledgors and constitutes legal, valid and binding obligations of the Pledgors.

5.2 The Pledgors are the sole legal and beneficial owner of the Equity hereunder, and there is no dispute over the ownership of the pledge. The Pledgors shall have the right to dispose of the Pledged Equity and any part thereof.

5.3 Aside from the pledge, the Pledgors do not set any security rights or any other encumbrance on the Equity hereunder.

5.4 Any and all third-party consent, approval, waiver and authorization, any and all governmental approval, licensing and exemption, and any and all registration or documentation with any competent government authority (if required by law), as may be necessary for the conclusion and performance of this Agreement and the Pledge hereunder, have been properly obtained or secured (except for the pledge registration with the Registration Authority), and will be fully effective and valid throughout the term of this Agreement.

5.5 The Pledgors hereby undertake to the Pledgee that the above-mentioned representations and undertakings are true and correct and will be fully observed under any circumstance before the Contractual Obligations are fully performed or the Secured Debt are fully repaid.

6. Undertakings and Further Consent by the Pledgors

6.1 During the term of this Agreement, the Pledgors hereby undertake to the Pledgee that the Pledgors shall:

6.1.1 Except for the purpose of performing the the Exclusive Option Agreement, and without the prior written consent of the Pledgee, the Pledgors may not transfer the equity, or set any security interest or other encumbrances on the Equity hereunder that may affect the rights and interests of the Pledgee in such equity.

6.1.2 Where there occurs any event or the Pledgors receive any notice that may affect all or part of the Pledgee’s interest in the Equity, or where there occurs any event or the Pledgors receive any notice that may affect any of the undertakings made by the Pledgors or any other obligations hereunder, the Pledgors shall promptly notify the Pledgee.

6.2 The Pledgors agree that the right and interest that the Pledgee obtains in the pledge may not be interrupted or prejudiced by any legal proceeding of the Pledgors or any successor or representative thereof or any other person.

6.3 The Pledgors hereby undertake to the Pledgee that they will abide by and perform all their undertakings, commitments, agreements, representations and conditions under this Agreement. Where the Pledgors fail to fulfill or fail to fully fulfill their undertakings, commitments, agreements, representations and conditions, the Pledgors shall indemnify the Pledgee against all losses that may arise as a result of such failure.

6.4 The Pledgors hereby waive their preemptive right they may have when the Pledgee exercises the pledge.

7. Events of Default

7.1 The following circumstances shall be deemed as Events of Default:

7.1.1 Where Party C fails to pay in full the consultancy and service fees payable under the Exclusive Business Cooperation Agreement or breaches any other obligations of Party C under the Agreement;

7.1.2 Where Party C or the Pledgors violate any other Project Agreement;

7.1.3 Where any of the representations or undertakings made by the Pledgors under Article 5 of this Agreement contains any serious misrepresentation or error, and/or either of the Pledgors violates any of the undertakings under Article 5 of this Agreement; or where the Pledgors breach the undertakings or further consent under Article 6 of this Agreement;

7.1.4 The Pledgors and Party C fail to complete the equity pledge registration with the Registration Authority as is required by Clause 3.1 hereof;

7.1.5 Where the Pledgors or Party C violates any other term or condition of this Agreement;

7.1.6 Except as expressly provided in Article 6 hereof, the Pledgors transfer or intend to transfer or abandon the Pledged Equity or assigns the Pledged Equity without the written consent of the Pledgee;

7.1.7 Where any loan, undertaking, compensation, commitment or other liability to of the Pledgors to any third party: (1) is required to be effected or performed ahead of schedule due to any breach of agreement by the Pledgors; or (2) becomes mature yet cannot be repaid or performed as scheduled;

7.1.8 Where any approval, license, permit or authorization of a governmental agency that enables this Agreement to be enforceable, lawful and effective is withdrawn, suspended, invalidated or otherwise materially altered;

7.1.9 Where the promulgation of any applicable law renders this Agreement illegal or makes it impossible for the Pledgors to continue performing their obligations under this Agreement;

7.1.10 Where there is any adverse change in the property owned by the Pledgors, as a result of which the Pledgee believes that the ability of the Pledgors to fulfill their obligations under this Agreement has been adversely affected;

7.1.11 Where the successor or trustee of Party C can only partially fulfill or refuse to perform the payment responsibilities under the Exclusive Business Cooperation Agreement or the Exclusive Option Agreement; and

7.1.12 Any other circumstance under which the Pledgee is unable to or may possibly be unable to exercise its right relating to the pledge.

7.2 Upon becoming aware of or uncovering any of the circumstances under Article 7.1 hereof or any event which may result in the said circumstances, the Pledgors shall promptly notify the Pledgee in writing.

7.3 Unless any of the default events as listed in Section 7.1 hereof is properly settled to the satisfaction of the Pledgee, the Pledgee may, upon the occurrence of the event of default or at any time after the occurrence of the event of default, issue a Notice of Default to the Pledgors, require the Pledgors to pay promptly all outstanding payments due under the Project Agreements, as well as all other amounts due to be paid to the Pledgee, and/or to dispose of the pledge in accordance with Article 8 of this Agreement.

8. Exercise of Pledge

8.1 Before the Secured Debt is repaid in full and without the written consent of the Pledgee, the Pledgors shall not transfer the pledge or equity they hold in Party C, or pledge the equity to any third party.

8.2 The Pledgee may issue a Notice of Default to the Pledgors while exercising the pledge.

8.3 Subject to Clause 7.3 of this Agreement, the Pledgee may exercise the right to enforce the pledge upon delivering the Notice of Default according to Clause 7.2 hereof or at any time after the issuance of the Notice of Default.

8.4 The Pledgee shall have the priority of claim on proceeds from the transfer, auction or sale of all or part of the Pledged Equity under this Agreement, in accordance with the statutory procedures, until all outstanding payments due under the Project Agreements and all other payments due to the Pledgee are duly paid in full.

8.5 Where the Pledgee disposes of the pledge in accordance with this Agreement, the Pledgors and Party C shall provide necessary assistance, so as to enable the Pledgee to exercise the pledge in accordance with this Agreement.

9. Transfer

9.1 Without the prior written consent of the Pledgee, the Pledgors may not transfer or assign any of its rights and obligations under this Agreement; However, the Pledgee may, at any time, assign or delegate its rights and obligations under this Agreement without the consent of the Pledgors or Party C, provided, however, the Pledgee shall notify the Pledgee and Party C hereof within a reasonable period of time.

9.2 This Agreement shall be binding on the Pledgors and the successor and the authorized transferees thereof, and it shall inure to the Pledgee and each of its successors and assignees.

9.3 The Pledgee may at any time transfer any and all its rights and obligations under the Project Agreements and/or this Agreement, to its designated person(s) (natural persons/legal persons), in which case the assignee shall enjoy and assume the rights and obligations of the Pledgee under this Agreement, as if it were an original party to this Agreement. Where the Pledgee transfers its rights and obligations under the Project Agreements, the Pledgors shall, upon the request of the Pledgee, sign the relevant agreements or other documents relating to such transfer.

9.4 If Pledgee is replaced as a result of the transfer, the Pledgors shall, at the request of the Pledgee, sign a new pledge contract on the basis of the same terms and conditions as this Agreement, and sign other relevant documents such as a modified Business Cooperation Agreement, the Exclusive Option Agreement, Power of Attorney and other Project Agreements.

9.5 The Pledgors shall strictly abide by the terms and conditions of this Agreement and other contracts signed by either or all of the parties hereto, including the Exclusive Business Cooperation Agreement, the Exclusive Option Agreement and Power of Attorney granted to the Pledgors, perform the obligations under this Agreement and other contracts, and refrain from acts/omissions that may affect the effectiveness and enforceability thereof. Unless otherwise instructed by the Pledgee in writing, the Pledgors shall not exercise any of its remaining rights to the equity pledged under this Agreement.

10. Termination and Release of Pledge

After the Pledgors and Party C thoroughly and completely fulfill all their Contractual Obligations and repay all the Secured Debt, the Pledgee shall, at the request of the Pledgors, terminate the equity pledge under this Agreement on the earliest reasonable and feasible date, and assist the Pledgors in removing the registration of the equity pledge entered into the register of members of Party C, and completing the pledge cancellation registration procedure with the Registration Authority.

11. Fees and Other Charges

All fees and actual expenses relating to this Agreement, including but not limited to attorney’s fees, cost of production, stamp duties and any other taxes and expenses shall be borne by Party C. If the applicable law requires the Pledgee to bear certain taxes and expenses, the Pledgors shall urge Party C to fully reimburse such taxes and expenses paid by the Pledgee.

12. Duty of Confidentiality

The parties confirm that any and all oral or written information exchanged for the purposes of this Agreement shall be confidential. Each party hereto shall keep such information confidential and shall not disclose any such information to any third party without written consent from the other parties hereto, except in the following circumstances: (a) the public is aware of or will be aware of such information (but this is not due to disclosure of such information by the recipient thereof); (b) disclosure of such information is required by any applicable law or the rules or requirements of any stock exchange; or (c) any transaction hereunder of any party hereto requires the disclosure of such information to the legal adviser or financial adviser thereof, provided that the legal adviser or financial adviser shall be bound by the obligation of confidentiality similar to the obligations under this article. The disclosure of any confidential information by any staff member or agent employed by any party hereto shall be deemed to be disclosure of confidential information by such party, and in case of such disclosure, such party shall be liable for breach of this Agreement. This Article shall remain in force notwithstanding any termination of this Agreement for any reason.

13. Governing Law and Dispute Resolution

13.1 The conclusion, effectiveness, interpretation and performance hereof as well as the resolution of disputes under this Agreement shall be governed by the laws of the People’s Republic of China.

13.2 Any and all disputes arising from the interpretation and performance of this Agreement shall be resolved through friendly consultation among all the parties hereto. If the parties fail to agree on a settlement of such a dispute within thirty (30) days after the submission by any party to the other parties of the request for resolution of the dispute, any party hereto may refer the dispute to the China International Economic and Trade Arbitration Commission to be resolved through arbitration in accordance with the rules of arbitration in force at that time. The seat of arbitration shall be Beijing and the language to be used in the arbitral proceedings shall be Chinese. The arbitral award shall be final and binding on all the parties.

13.3 Where any dispute arises from or relating to the interpretation and performance of this Agreement or any dispute is being arbitrated, the parties to this Agreement shall continue exercising their respective rights and performing their respective obligations under this Agreement, with the exception of those events involving the dispute.

14. Notice

14.1 All notices and other communications as are required or permitted by this Agreement shall be delivered in person or by prepaid registered letter, commercial express service or facsimile to the address of the recipient party. For each notice, a confirmation request shall also be sent by e-mail. The date on which such a notice is deemed as effectively served shall be determined in the following ways:

14.2 Where the notice is sent in person, courier mail service or prepaid registered letter, it shall be deemed as having been effectively served on the date of delivery or rejection at the designated recipient address of the notice.

14.3 Where the notice is sent by facsimile, it shall be deemed as having been effectively delivered on the date of successful transmission thereof (as evidenced by the automatic transmission confirmation message).

14.4 Any party hereto may, by way of a notice to the other parties, change at any time its address for receiving such notice in accordance with this Article.

15. Severability

If one or more terms or conditions of this Agreement are found to be invalid, illegal or unenforceable in accordance with any law or regulations, the validity, legality or enforceability of the rest of this Agreement shall not be affected or prejudiced in any way. The parties hereto shall, through consultation in good faith, seek to replace such invalid, illegal or unenforceable terms or conditions with ones that are valid to the greatest extent possible permitted law and expected by the parties, and the economic effects of such valid terms and conditions be similar to those arising from the replaced invalid, illegal or unenforceable terms or conditions.

16. Appendixes

All the appendixes to this Agreement shall constitute an integral part of this Agreement.

17. Effectiveness

17.1 This Agreement shall enter into force as of the date when it is signed by all the parties hereto. Any amendment, alterations and supplements made to this Agreement shall be made in writing and shall come into force upon signature or seal by the parties hereto and completion of the government registration procedure (if applicable).

17.2 This Agreement shall be executed in three (3) originals in Chinese. Each original of this Agreement shall be of equal legal binding force.

Signature page to follow

The remainder of this page intentionally left blank for the signatures of the Equity Pledge Agreement.

Party A:

Sky City (Beijing) Technology Co., Ltd. (Seal)

/s/Sky City (Beijing) Technology Co., Ltd.

Legal Representative: /s/ZHOU Jing

The remainder of this page intentionally left blank for the signatures of the Equity Pledge Agreement.

Party B:

PENG Xiaomei

Signed by: /s/PENG Xiaomei

The remainder of this page intentionally left blank for the signatures of the Equity Pledge Agreement

Party C:

Anquying (Tianjin) Business Information Consulting Co., Ltd. (Seal)

/s/Anquying (Tianjin) Business Information Consulting Co., Ltd.

Legal Representative: /s/ZHOU Jing

Appendix I

Register of Members of Anquying (Tianjin) Business Information Consulting Co., Ltd.

Dated: December 13, 2017

Name	Identity Card Number	Investment
PENG Xiaomei	Identity Card Number: *********************	Capital Contribution Certificate : No.1 Amount of Contribution: RMB 2.20 million Yuan, Proportion in Total Capital Contribution: 22.00% The said 22.00% equity has been pledged to Sky city (Beijing) Technology Co., Ltd.
WEI Wei	Identity Card Number: *********************	Capital Contribution Certificate : No. 2 Amount of Contribution: RMB 7.80 million Yuan, Proportion in Total Capital Contribution: 78.00% The said 78.00% equity has been pledged to Sky city (Beijing) Technology Co., Ltd.
		The Company: Anquying (Tianjin) Business Information Consulting Co., Ltd. (Seal) /s/Anquying (Tianjin) Business Information Consulting Co., Ltd. Legal Representative: /s/ZHOU Jing

Equity Pledge Agreement

This Equity Pledge Agreement (hereinafter referred to as “ this Agreement ”) is signed by and among the following parties in Beijing, China, on the date of December 13, 2017:

Party A: Sky City (Beijing) Technology Co., Ltd. (hereafter referred to as “ the Pledgee ”)

Party B: WEI Wei , Identity Card Number: *********************;

(hereinafter referred to as “ the Pledgors ”)

Party C: Anquying (Tianjin) Business Information Consulting Co., Ltd.

In this Agreement, the Pledgee, Pledgors, and Party C are referred to individually as “ a party ”, and collectively referred to as “ parties ”.

Whereas:

1. The Pledgors hold 78.00% of Party C’s equity. Party C, a limited liability company registered in Tianjin, China, is engaged in business information consultation, business management consultation, computer technology development, transfer and consultation services, market information consultation and investigation (in the case of business categories subject to approval by competent authorities, it may not engage in business in such categories until and unless it obtains such approval). Party C acknowledges the respective rights and obligations of the Pledgee and the Pledgors under this Agreement and agrees to provide necessary assistance to register the aforementioned pledge;

Therefore, all the parties hereto agree to enter into this Agreement in accordance with the following terms and conditions.

18. Definition

Unless otherwise provided in this Agreement, the following terms shall have the following meanings assigned to them:

18.1 The “ pledge ” refers to the security interest granted by the Pledgors to the Pledgee in accordance with Article 2 hereof, that is, the Pledgee shall have priority in claim for the proceeds from the transfer, auction or sale of the equity hereunder.

18.2 “ Pledged Equity ” refers to 78.00 % of Party C’s equity currently held by the Pledgors, representing RMB 7.80 million Yuan of the registered capital, as well as additional mounts of contribution and dividends as are described under Articles 2.3 and 2.4 of this Agreement.

18.3 “ Term of Pledge ” refers to the term under Article 3 of this Agreement.

18.4 “ Project Agreements ” shall have the same meaning assigned to it in the preamble to this Agreement.

18.5 “ Contractual Obligations ” refers to all the contractual obligations of the Pledgors and Party C under this Agreement and the Project Agreements.

18.6 “ Secured Debt ” refers to obligations to pay and other obligations of Party C under the Exclusive Business Cooperation Agreement, as well as all the direct, indirect, derivative damages and loss of predictable benefits that the Pledgee may sustain owing to any breach of contract by the Pledgors and/or Party C (as defined below). The basis of the amount of such damages and loss includes but is not limited to reasonable commercial plans and profit forecasts of the Pledgee, the service fees to be paid by Party C under the Exclusive Business Cooperation Agreement (no less than RMB 7.80 million Yuan), as well as all the expenses incurred by the Pledgee to enforce the Contractual Obligations of the Pledgors and/or the Company. The amount of secured creditor’s right is RMB 7.80 million Yuan.

18.7 “ Events of Default ” refers to any circumstances as are listed under Article 7 of this Agreement.

18.8 “ Notice of Default ” refers to the notices issued by the Pledgee under this Agreement declaring an event of default.

19. Pledge

19.1 As collateral for the repayment of the Secured Debt, the Pledgors hereby pledge all the Pledged Equities to the Pledgee, and Party C hereby permits the Pledgors to pledge the Pledged Equities to the Pledgee in accordance with the terms and conditions of this Agreement.

19.2 The Pledgors undertake that they will be responsible for entering the equity pledge arrangements hereunder into the register of members of Party C.

19.3 The Pledgors may increase their capital contribution to Party C, subject to the prior written consent of the Pledgee. The increase in the registered capital of Party C by way of additional capital contribution by the Pledgors shall also be included into the Pledged Equity. The Pledgors undertake to enter into Party C’s register of members the pledge of the additional capital contribution under Clause 2.3 hereof, and apply to the competent registration authority (as defined below) to register such pledge within ten (10) working days after such increase in capital contribution is effected.

19.4 During the Term of Pledge, the Pledgee shall have the right to receive the proceeds from the pledge equity (including but not limited to any dividends or profits therefrom). The Pledgors may share the dividends or dividends from the Pledged Equity, subject to the Pledgee’s prior written consent. The dividends or profits distributed by the Pledgor for the Pledged Equity shall be deposited into the designated account of the Pledgee, supervised by the Pledgee and shall be first used to repay the Secured Debt.

20. Term of Pledge

20.1 The Pledge shall enter into force upon registration with the competent administrative department for industry and commerce (hereinafter referred to as “ the Registration Authority ”) in the place where Party C is located. All the parties hereto agree that the Pledgors and Party A shall submit the registration application for the equity pledge to the Registration Authority within twenty (20) working days after the conclusion of this Agreement. The parties further agree that, within twenty (20) working days after the date when the application for registration of equity pledge is formally accepted by the Registration Authority, they shall complete all the registration formalities and obtain the Registration Notice issued by the Registration Authority. The Registration Authority shall fully and accurately enter the equity pledge into the equity pledge registration books.

20.2 The term of this Agreement shall terminate upon the full performance of all Contractual Obligations hereunder or the complete and full repayment of all the Secured Debt.

21. Custody of Equity Records

22. Representations and Undertakings by the Pledgors

22.1 The Pledgors are Chinese citizens/legal persons, have full capacity for conduct and the necessary legal rights, authority and ability to sign this Agreement and to undertake the legal obligations under this Agreement. This Agreement is duly signed by the Pledgors and constitutes legal, valid and binding obligations of the Pledgors.

22.2 The Pledgors are the sole legal and beneficial owner of the Equity hereunder, and there is no dispute over the ownership of the pledge. The Pledgors shall have the right to dispose of the Pledged Equity and any part thereof.

22.3 Aside from the pledge, the Pledgors do not set any security rights or any other encumbrance on the Equity hereunder.

22.4 Any and all third-party consent, approval, waiver and authorization, any and all governmental approval, licensing and exemption, and any and all registration or documentation with any competent government authority (if required by law), as may be necessary for the conclusion and performance of this Agreement and the Pledge hereunder, have been properly obtained or secured (except for the pledge registration with the Registration Authority), and will be fully effective and valid throughout the term of this Agreement.

22.5 The Pledgors hereby undertake to the Pledgee that the above-mentioned representations and undertakings are true and correct and will be fully observed under any circumstance before the Contractual Obligations are fully performed or the Secured Debt are fully repaid.

23. Undertakings and Further Consent by the Pledgors

23.1 During the term of this Agreement, the Pledgors hereby undertake to the Pledgee that the Pledgors shall:

23.1.1 Except for the purpose of performing the the Exclusive Option Agreement, and without the prior written consent of the Pledgee, the Pledgors may not transfer the equity, or set any security interest or other encumbrances on the Equity hereunder that may affect the rights and interests of the Pledgee in such equity.

23.1.2 Where there occurs any event or the Pledgors receive any notice that may affect all or part of the Pledgee’s interest in the Equity, or where there occurs any event or the Pledgors receive any notice that may affect any of the undertakings made by the Pledgors or any other obligations hereunder, the Pledgors shall promptly notify the Pledgee.

23.2 The Pledgors agree that the right and interest that the Pledgee obtains in the pledge may not be interrupted or prejudiced by any legal proceeding of the Pledgors or any successor or representative thereof or any other person.

23.3 The Pledgors hereby undertake to the Pledgee that they will abide by and perform all their undertakings, commitments, agreements, representations and conditions under this Agreement. Where the Pledgors fail to fulfill or fail to fully fulfill their undertakings, commitments, agreements, representations and conditions, the Pledgors shall indemnify the Pledgee against all losses that may arise as a result of such failure.

23.4 The Pledgors hereby waive their preemptive right they may have when the Pledgee exercises the pledge.

24. Events of Default

24.1 The following circumstances shall be deemed as Events of Default:

24.1.1 Where Party C fails to pay in full the consultancy and service fees payable under the Exclusive Business Cooperation Agreement or breaches any other obligations of Party C under the Agreement;

24.1.2 Where Party C or the Pledgors violate any other Project Agreement;

24.1.3 Where any of the representations or undertakings made by the Pledgors under Article 5 of this Agreement contains any serious misrepresentation or error, and/or either of the Pledgors violates any of the undertakings under Article 5 of this Agreement; or where the Pledgors breach the undertakings or further consent under Article 6 of this Agreement;

24.1.4 The Pledgors and Party C fail to complete the equity pledge registration with the Registration Authority as is required by Clause 3.1 hereof;

24.1.5 Where the Pledgors or Party C violates any other term or condition of this Agreement;

24.1.6 Except as expressly provided in Article 6 hereof, the Pledgors transfer or intend to transfer or abandon the Pledged Equity or assigns the Pledged Equity without the written consent of the Pledgee;

24.1.7 Where any loan, undertaking, compensation, commitment or other liability to of the Pledgors to any third party: (1) is required to be effected or performed ahead of schedule due to any breach of agreement by the Pledgors; or (2) becomes mature yet cannot be repaid or performed as scheduled;

24.1.8 Where any approval, license, permit or authorization of a governmental agency that enables this Agreement to be enforceable, lawful and effective is withdrawn, suspended, invalidated or otherwise materially altered;

24.1.9 Where the promulgation of any applicable law renders this Agreement illegal or makes it impossible for the Pledgors to continue performing their obligations under this Agreement;

24.1.10 Where there is any adverse change in the property owned by the Pledgors, as a result of which the Pledgee believes that the ability of the Pledgors to fulfill their obligations under this Agreement has been adversely affected;

24.1.11 Where the successor or trustee of Party C can only partially fulfill or refuse to perform the payment responsibilities under the Exclusive Business Cooperation Agreement or the Exclusive Option Agreement; and

24.1.12 Any other circumstance under which the Pledgee is unable to or may possibly be unable to exercise its right relating to the pledge.

24.2 Upon becoming aware of or uncovering any of the circumstances under Article 7.1 hereof or any event which may result in the said circumstances, the Pledgors shall promptly notify the Pledgee in writing.

24.3 Unless any of the default events as listed in Section 7.1 hereof is properly settled to the satisfaction of the Pledgee, the Pledgee may, upon the occurrence of the event of default or at any time after the occurrence of the event of default, issue a Notice of Default to the Pledgors, require the Pledgors to pay promptly all outstanding payments due under the Project Agreements, as well as all other amounts due to be paid to the Pledgee, and/or to dispose of the pledge in accordance with Article 8 of this Agreement.

25. Exercise of Pledge

25.1 Before the Secured Debt is repaid in full and without the written consent of the Pledgee, the Pledgors shall not transfer the pledge or equity they hold in Party C, or pledge the equity to any third party.

25.2 The Pledgee may issue a Notice of Default to the Pledgors while exercising the pledge.

25.3 Subject to Clause 7.3 of this Agreement, the Pledgee may exercise the right to enforce the pledge upon delivering the Notice of Default according to Clause 7.2 hereof or at any time after the issuance of the Notice of Default.

25.4 The Pledgee shall have the priority of claim on proceeds from the transfer, auction or sale of all or part of the Pledged Equity under this Agreement, in accordance with the statutory procedures, until all outstanding payments due under the Project Agreements and all other payments due to the Pledgee are duly paid in full.

25.5 Where the Pledgee disposes of the pledge in accordance with this Agreement, the Pledgors and Party C shall provide necessary assistance, so as to enable the Pledgee to exercise the pledge in accordance with this Agreement.

26. Transfer

26.1 Without the prior written consent of the Pledgee, the Pledgors may not transfer or assign any of its rights and obligations under this Agreement; However, the Pledgee may, at any time, assign or delegate its rights and obligations under this Agreement without the consent of the Pledgors or Party C, provided, however, the Pledgee shall notify the Pledgee and Party C hereof within a reasonable period of time.

26.2 This Agreement shall be binding on the Pledgors and the successor and the authorized transferees thereof, and it shall inure to the Pledgee and each of its successors and assignees.

26.3 The Pledgee may at any time transfer any and all its rights and obligations under the Project Agreements and/or this Agreement, to its designated person(s) (natural persons/legal persons), in which case the assignee shall enjoy and assume the rights and obligations of the Pledgee under this Agreement, as if it were an original party to this Agreement. Where the Pledgee transfers its rights and obligations under the Project Agreements, the Pledgors shall, upon the request of the Pledgee, sign the relevant agreements or other documents relating to such transfer.

26.4 If Pledgee is replaced as a result of the transfer, the Pledgors shall, at the request of the Pledgee, sign a new pledge contract on the basis of the same terms and conditions as this Agreement, and sign other relevant documents such as a modified Business Cooperation Agreement, the Exclusive Option Agreement, Power of Attorney and other Project Agreements.

26.5 The Pledgors shall strictly abide by the terms and conditions of this Agreement and other contracts signed by either or all of the parties hereto, including the Exclusive Business Cooperation Agreement, the Exclusive Option Agreement and Power of Attorney granted to the Pledgors, perform the obligations under this Agreement and other contracts, and refrain from acts/omissions that may affect the effectiveness and enforceability thereof. Unless otherwise instructed by the Pledgee in writing, the Pledgors shall not exercise any of its remaining rights to the equity pledged under this Agreement.

27. Termination and Release of Pledge

28. Fees and Other Charges

29. Duty of Confidentiality

30. Governing Law and Dispute Resolution

30.1 The conclusion, effectiveness, interpretation and performance hereof as well as the resolution of disputes under this Agreement shall be governed by the laws of the People’s Republic of China.

30.2 Any and all disputes arising from the interpretation and performance of this Agreement shall be resolved through friendly consultation among all the parties hereto. If the parties fail to agree on a settlement of such a dispute within thirty (30) days after the submission by any party to the other parties of the request for resolution of the dispute, any party hereto may refer the dispute to the China International Economic and Trade Arbitration Commission to be resolved through arbitration in accordance with the rules of arbitration in force at that time. The seat of arbitration shall be Beijing and the language to be used in the arbitral proceedings shall be Chinese. The arbitral award shall be final and binding on all the parties.

30.3 Where any dispute arises from or relating to the interpretation and performance of this Agreement or any dispute is being arbitrated, the parties to this Agreement shall continue exercising their respective rights and performing their respective obligations under this Agreement, with the exception of those events involving the dispute.

31. Notice

31.1 All notices and other communications as are required or permitted by this Agreement shall be delivered in person or by prepaid registered letter, commercial express service or facsimile to the address of the recipient party. For each notice, a confirmation request shall also be sent by e-mail. The date on which such a notice is deemed as effectively served shall be determined in the following ways:

31.2 Where the notice is sent in person, courier mail service or prepaid registered letter, it shall be deemed as having been effectively served on the date of delivery or rejection at the designated recipient address of the notice.

31.3 Where the notice is sent by facsimile, it shall be deemed as having been effectively delivered on the date of successful transmission thereof (as evidenced by the automatic transmission confirmation message).

31.4 Any party hereto may, by way of a notice to the other parties, change at any time its address for receiving such notice in accordance with this Article.

32. Severability

If one or more terms or conditions of this Agreement are found to be invalid, illegal or unenforceable in accordance with any law or regulations, the validity, legality or enforceability of the rest of this Agreement shall not be affected or prejudiced in any way. The parties hereto shall, through consultation in good faith, seek to replace such invalid, illegal or unenforceable terms or conditions with ones that are valid to the greatest extent possible permitted law and expected by the parties, and the economic effects of such valid terms and conditions be similar to those arising from the replaced invalid, illegal or unenforceable terms or conditions.

33. Appendixes

All the appendixes to this Agreement shall constitute an integral part of this Agreement.

34. Effectiveness

34.1 This Agreement shall enter into force as of the date when it is signed by all the parties hereto. Any amendment, alterations and supplements made to this Agreement shall be made in writing and shall come into force upon signature or seal by the parties hereto and completion of the government registration procedure,(if applicable).

34.2 This Agreement shall be executed in three (3) originals in Chinese. Each original of this Agreement shall be of equal legal binding force.

Signature page to follow

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Party A:

Sky City (Beijing) Technology Co., Ltd. (Seal)

/s/Sky City (Beijing) Technology Co., Ltd.

Legal Representative: /s/ZHOU Jing

The remainder of this page intentionally left blank for the signatures of the Equity Pledge Agreement.

Party B:

WEI Wei

Signed by: /s/WEI Wei

The remainder of this page intentionally left blank for the signatures of the Equity Pledge Agreement

Party C:

Anquying (Tianjin) Business Information Consulting Co., Ltd. (Seal)

/s/Anquying (Tianjin) Business Information Consulting Co., Ltd.

Legal Representative: /s/ZHOU Jing

Appendix I

Register of Members of Anquying (Tianjin) Business Information Consulting Co., Ltd.

Dated: December 13, 2017

Name	Identity Card Number	Investment
PENG Xiaomei	Identity Card Number: *********************	Capital Contribution Certificate : No.1 Amount of Contribution: RMB 2.20 million Yuan, Proportion in Total Capital Contribution: 22.00% The said 22.00% equity has been pledged to Sky city (Beijing) Technology Co., Ltd.
WEI Wei	Identity Card Number: *********************	Capital Contribution Certificate : No. 2 Amount of Contribution: RMB 7.80 million Yuan, Proportion in Total Capital Contribution: 78.00% The said 78.00% equity has been pledged to Sky city (Beijing) Technology Co., Ltd.
		The Company: Anquying (Tianjin) Business Information Consulting Co., Ltd. (Seal) /s/Anquying (Tianjin) Business Information Consulting Co., Ltd. Legal Representative: /s/ZHOU Jing

Exhibit 10.7

Power of Attorney

This Power of Attorney (hereafter referred to as “ this Agreement ”) is entered into by and between the following two parties in Beijing, China, on the date of December 13, 2017:

Party A: Sky City (Beijing) Technology Co., Ltd.

Party B: PENG Xiaomei , Identity Card No.: *********************

In this Agreement Party A and Party B are referred to individually as “ one party/a party ” and collectively as “ parties ”.

Whereas:

Party B holds twenty-two percent (22.00%) of the equity (“ Party B’s Equity ”) in the Anquying (Tianjin) Business Information Consulting Co., Ltd. (hereafter referred to as “ the Domestic-funded Company ”).

Now therefore: the parties hereby agree on the following terms and conditions:

In connection with Party B’s Equity, Party B hereby irrevocably authorizes Party A to exercise the following rights during the term of this Agreement:

Party A is hereby authorized as the sole agent and authorized person of Party B, to act on behalf of Party B on all matters relating to Party B’s Equity, including but not limited to:

1) to attend the shareholders’ meeting of the Domestic-funded Company;

2) to exercise all the shareholders’ rights and shareholders’ voting rights that Party B is entitled to in accordance with the laws of China and the Articles of Association of the Domestic-funded Company, including but not limited to selling, transferring, pledging or disposing of part or all of Party B’s Equity; and

3) to designate and appoint the Legal Representative (Board Chairperson), directors, supervisors, Chief Executive Officer and other senior management personnel of the Domestic-funded Company on behalf of Party B.

Without limiting the generality of the power conferred by this Agreement, Party A shall have the power and authority under this Agreement, to sign the Transfer Contract provided for in the Agreement on the Exclusive Right to Purchase (Party B shall require to be included as one party thereto), and perform the terms and conditions of the Equity Pledge Contract and Contract on Exclusive Right to Purchase signed on the same date as this Agreement by Party B as a party thereto.

All acts of Party A related to Party B’s Equity shall be deemed as acts of Party B, and all documents signed by Party A shall be deemed as signed by Party B. Party B hereby acknowledges and approves the abovementioned acts and/or documents of Party A.

Party A shall have the right to decide, at its sole discretion, to re-authorize or transfer to any other person or entity its rights related to the above matters, without prior notice to Party B or prior consent from Party B.

As long as Party B is a shareholder of the Domestic-funded Company, this Agreement and the authorization under this Agreement shall be an incidental right, which shall be irrevocable and shall continue to be valid as of the date when this Agreement is concluded.

To the extent of the term of this Agreement, Party B hereby waives all rights related to Party B’s Equity which has been authorized by this Agreement to Party A, and Party B shall not exercise such rights on its own.

Party B agrees to, in accordance with the terms and conditions of an Equity Pledge Agreement entered into by and among Party A, Party B and certain other parties thereto on the date of December 13, 2017, pledge all the Pledged Equities (as defined therein) to Party A as guarantee of the duties and obligations of Party B under this Agreement to Party A.

If, at any time during the term of this Agreement, the grant or exercise of the rights entrusted under this Agreement cannot be realized for any reason, the parties hereto shall immediately seek alternative solutions that shall be as similar as possible to the term or condition that fails to be realized and, where necessary, they shall sign a supplemental agreement to amend or adjust the terms and conditions of this Agreement, so as to ensure that the purposes of this Agreement will continue to be fulfilled.

The conclusion, entry into force, performance, modification, interpretation and termination of this Agreement shall be governed by the laws of the People’s Republic of China.

Any dispute arising from or relating to the interpretation or performance of this Agreement shall first be settled through friendly negotiation between the parties hereto. If the parties fail to agree on a settlement of such dispute within thirty (30) days after the submission by either party to the other party of the request for settlement of such dispute, either party hereto may refer the dispute to the China International Economic and Trade Arbitration Commission to be settled through arbitration in accordance with the rules of arbitration in force at that time. The seat of arbitration shall be Beijing and the language to be used in the arbitral proceedings shall be Chinese. The arbitration award shall be final, and shall be binding on both Parties.

This Agreement is executed in Chinese in two (2) original copies of equal legal effect and force. Each party hereto shall hold one (1) original.

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This page is the signature page of the Power of Attorney and there is no text on this page.

Party A:

Sky City (Beijing) Technology Co., Ltd. (Seal)

/s/Sky City (Beijing) Technology Co., Ltd.

Legal Representative: /s/ZHOU Jing

Party B:

PENG Xiaomei

Signed by: /s/PENG Xiaomei

Power of Attorney

This Power of Attorney (hereafter referred to as “ this Agreement ”) is concluded by and between the following two parties in Beijing, China, on the date of December 13, 2017:

Party A: Sky City (Beijing) Technology Co., Ltd.

Party B: WEI Wei, Identity Card No.: *********************

In this Agreement, Party A and Party B are referred to individually as “ one party/a party ” and collectively as “ parties ”.

Whereas:

Party B holds seventy-eight percent (78.00%) of the equity ( “ Party B’s Equity ” ) in the Anquying (Tianjin) Business Information Consulting Co., Ltd. (hereafter referred to as “ the Domestic-funded Company ”).

Now therefore: the parties hereby agree on the following terms and conditions:

In connection with Party B’s Equity, Party B hereby irrevocably authorizes Party A to exercise the following rights during the term of this Agreement:

Party A is hereby authorized as the sole agent and authorized person of Party B, to act on behalf of Party B on all matters relating to Party B’s Equity, including but not limited to:

1) to attend the shareholders’ meeting of the Domestic-funded Company ;

2) to exercise all the shareholder rights and shareholders’ voting rights enjoyed by Party B according to the articles of association of Chinese law and domestic companies, including but not limited to selling, transferring, pledging or disposing of part or all of Party B’s equity; and

The formation, entry into force, performance, modification, interpretation and termination of this Agreement shall be governed by the laws of the People’s Republic of China.

Any dispute arising from or relating to the interpretation or performance of this Agreement shall first be settled through friendly negotiation between the parties hereto. If the parties fail to agree on a settlement of such dispute within thirty (30) days after the submission by either party to the other party of the request for settlement of such dispute, either party hereto may refer the dispute to the China International Economic and Trade Arbitration Commission to be settled through arbitration in accordance with the rules of arbitration in force at that time. The seat of arbitration shall be Beijing and the language to be used in the arbitral proceedings shall be Chinese. The arbitration award shall be final and binding on both Parties.

This Agreement is executed in Chinese in two (2) original copies of equal legal effect and force. Each party hereto shall hold one (1) original.

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This page is the signature page of the Power of Attorney and there is no text on this page.

Party A:

Sky City (Beijing) Technology Co., Ltd. (Seal)

/s/Sky City (Beijing) Technology Co., Ltd.

Legal Representative: /s/ZHOU Jing

Party B:

WEI Wei

Signed by: /s/WEI Wei

Exhibit 10.8

Exclusive Business Cooperation Agreement

Party A: Pintec (Beijing) Technology Co., Ltd.

Party B: Xuanji Intelligence (Beijing) Technology Co., Ltd.

Party A and Party B shall be referred to as a “ Party ” individually and as “ the Parties ” collectively.

Whereas:

2. Party B is a domestic-funded company registered in China, and is approved and licensed by competent governmental agencies in China to engage in technology promotion service; market survey; data processing (except for the bank card center and cloud computing data center with PUE values over 1.5); basic software service; application software service (except medical software); conference service; economics and trade consultation; exhibition arrangement; product design; supply chain management; sales of gold, mineral (except for onsite trading and storage of coals within Beijing) and silver products (except silver coins), jewelry, handicrafts, daily necessities; import and export of goods, agency and technological consulting services for import and export; financial service and financial knowledge management outsourcing entrusted by financial institutions. (The company shall select operational items and operate business in accordance with laws; in the case of business categories subject to approval by competent authorities, it may carry out the approved items after such business has been approved; and shall not engage in the business activities prohibited or restricted in industrial policies in Beijing.) Hereafter referred to as “ Business Scope ”);

Therefore: Party A and Party B hereby reach the following agreement through friendly consultations:

1. Services Provided by Party A

1.3 Ways of Providing Services

2. Calculation and Payment of Service Fees

3. Intellectual Property and Confidentiality Clause

3.3 Both Parties agree that this Article shall remain in force regardless of whether this Agreement is modified, cancelled or terminated.

4. Representations and Undertakings

4.1 Party A represents and undertakes that:

4.1.1 Party A is a company legally registered and validly existing in accordance with the laws of China.

4.1.3 This Agreement shall constitute legal, valid and binding obligations of Party A and can be enforceable against Party A in accordance with the terms and conditions of this Agreement.

4.2 Party B represents and undertakes that:

4.2.1 Party B is a domestic-funded company registered in China, and is approved and licensed by competent governmental agencies in China to engage in engaged in technology promotion service; market survey; data processing (except for the bank card center and cloud computing data center with PUE values over 1.5); basic software service; application software service (except medical software); conference service; economics and trade consultation; exhibition arrangement; product design; supply chain management; sales of gold, mineral (except for onsite trading and storage of coals within Beijing) and silver products (except silver coins), jewelry, handicrafts, daily necessities; import and export of goods, agency and technological consulting services for import and export; financial service and financial knowledge management outsourcing entrusted by financial institutions. (The company shall select operational items and operate business in accordance with laws; in the case of business categories subject to approval by competent authorities, it may carry out the approved items after such business has been approved; and shall not engage in the business activities prohibited or restricted in industrial policies in Beijing.)

4.2.3 This Agreement shall constitute legal, valid and binding obligations on Party B and can be enforceable against Party B in accordance with the terms and conditions of this Agreement.

5. Effective Date and Term

5.1 This Agreement is concluded on the date indicated at the beginning of the text and shall enter into force on that date. Unless terminated early in accordance with this Agreement or any other agreement signed by and between both parties hereto, this Agreement shall be valid for ten(10) years. The parties shall, after the signature of this Agreement, review this Agreement every three (3) months, so as to determine whether or not to modify or supplement this Agreement on the basis of the then current actual circumstances.

6. Termination

6.1 Unless it is renewed pursuant to relevant terms and conditions of this Agreement, this Agreement shall be terminated upon expiration thereof.

6.3 The rights and obligations of both parties hereto under Article 3, Article 7 and Article 8 hereof shall survive after the termination of this Agreement.

7. Governing Law and Dispute Resolution

7.1 The conclusion, effectiveness, interpretation and performance hereof as well as the resolution of disputes under this Contract shall be governed by the laws of China.

8. Indemnity

9. Notice

9.2 Any party hereto may, by way of a notice to the other parties, change at any time its address for receiving such notice in accordance with this Article.

10. Transfer

10.1 Without the prior written consent of Party A, Party B shall not transfer its rights and obligations under this Agreement to any third party.

10.2 Party B agrees that Party A may transfer its rights and obligations under this Agreement to any third party after giving a prior written notice to Party B and without the consent of Party B.

11. Severability

12. Modification and Supplement

13. Language and Copies

This Agreement is executed in Chinese in two (2) original copies of equal legal effect and force. Each party hereto shall hold one (1) original.

Signature page to follow

This page is the signature page of the Exclusive Business Cooperation Agreement and there is no text on this page.

Party A:

Pintec (Beijing) Technology Co., Ltd. (Seal)

/s/Pintec (Beijing) Technology Co., Ltd.

Legal Representative: /s/WEI Wei

Party B:

Xuanji Intelligence (Beijing) Technology Co., Ltd. (Seal)

/s/Xuanji Intelligence (Beijing) Technology Co., Ltd.

Legal Representative: /s/ZHENG Yudong

Exhibit 10.9

Exclusive Option Agreement

This Exclusive Option Agreement (hereafter referred to as “ this Agreement ”) is concluded by and between the following parties in Beijing, China, on the date of December 13, 2017.

Party A: Pintec (Beijing) Technology Co., Ltd. ( hereafter referred to as “ the Pledgee ” )

Party B: WEI Wei Identity Card No.: *********************;

PENG Xiaomei , Identity Card No.: ********************* ;

( hereafter referred to as “ the Pledgors ” )

Party C: Xuanji Intelligence (Beijing) Technology Co., Ltd.

In this Agreement, Party A, Party B and Party C are referred to individually as “ one party/a party ” and collectively as “ the parties ”.

Whereas: Party B holds 100% of Party C’s equity interest;

Now therefore: the parties hereby agree on the following terms and conditions:

1. Purchase and Sale of Equity and Assets

1.1 Grant of Rights

1.2 Procedures for Exercising the Exclusive Right to Purchase

1.3 Purchase Prices of the Equity and Assets

1.4 Transfer of the Purchased Equity and the Purchased Assets

Every time when Party A exercises its right to purchase the equity or assets hereunder:

2. Undertakings

2.1 Undertakings Concerning Party C

Party B (as a shareholder of Party C) and Party C hereby undertake that:

2.1.7 Without the prior written consent of Party A, they shall not cause Party C to offer any loan, credit, guarantee or warranty to any person;

2.1.8 At the request of Party A, they will provide Party A with all information concerning the operation and financial status of Party C;

2.1.11 Party C shall not be liquidated, dissolved or cancelled without the prior written consent of Party A;

2.1.12 Party A shall be promptly notified of any litigation, arbitration or administrative proceeding that occurs or may be related to the assets, business or income of Party C;

2.2 Undertakings of Party B

Party B hereby undertakes that:

2.2.4 Party B shall promptly notify Party A of any litigation, arbitration or administrative proceeding that occurs or may occur in connection with the Party C’s equity or assets owned by Party B;

2.2.7 Upon request by Party A, Party B shall appoint any person designated by Party A to serve as a board director of Party C;

3. Representations and Undertakings

3.3 Party B has good and marketable ownership of Party C’s equity it owns. Except for Party B’s Equity Pledge Agreement, Party B has no security rights and interests in such equity;

3.4 Party C has good and marketable ownership of all of its assets and does not have any security interest in the said assets.

There are no pending or possible litigation, arbitration or administrative proceedings relating to the ownership of the equity in Party C, the assets of Party C or Party C;

4. Effective Date

5. Governing Law and Dispute Resolution

5.1 Governing Law

The conclusion, effectiveness, interpretation and performance hereof as well as the resolution of disputes under this Agreement shall be governed by the laws of China.

5.2 Dispute Resolution

6. Taxes and Fees

7. Notices

7.2 Any party hereto may, by way of a notice to the other parties, change at any time its address for receiving such notice in accordance with this Article.

8. Confidentiality Duties

9. Further Undertakings

10. Miscellaneous

10.1 Modification, Amendment and Supplement

All the modifications, amendments and supplements to this Agreement shall be subject to a written agreement signed by all the parties hereto.

10.2 Entire Contract.

10.3 Headings

The headings in this Agreement are for convenience of reference only and shall not affect the construction or interpretation or wording of this Agreement in any aspect whatsoever.

10.4 Language

This Agreement shall be made in Chinese in three (3) identical copies, and each copy shall be of equal legal binding force.

10.5 Severability

10.6 Transfer

10.7 Successor

This Agreement shall be binding and inure to the benefit of the respective successors and the transferees as allowed by the parties hereof.

10.8 Survival

10.8.1 Any obligation arising or due prior to the expiration or early termination of this Agreement shall survive the expiration or early termination of this Agreement.

10.8.2 Article 5, Article 7, Article 8 and Article 10 hereof shall survive the termination of this Agreement.

10.9 Waiver

Signature page to follow

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Party A:

Pintec (Beijing) Technology Co., Ltd.(Seal)

/s/Pintec (Beijing) Technology Co., Ltd.

Legal Representative: /s/WEI Wei

The page intentionally left blank for the signature of the Contract for Exclusive Right to Purchase

Party B:

WEI Wei

Signed by: /s/WEI Wei

PENG Xiaomei

Signed by: /s/PENG Xiaomei

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Party C:

Xuanji Intelligence (Beijing) Technology Co., Ltd.(Seal)

/s/Xuanji Intelligence (Beijing) Technology Co., Ltd.

Legal Representative: /s/ZHENG Yudong

Exhibit 10.10

Equity Pledge Agreement

This Equity Pledge Agreement(hereinafter referred to as “ this Agreement ”) is signed by and among the following parties in Beijing, China, on the date of December 13, 2017:

Party A: Pintec (Beijing) Technology Co., Ltd. (hereafter referred to as “ the Pledgee ”)

Party B: WEI Wei , Identity Card Number: *********************;

PENG Xiaomei , Identity Card Number: *********************;

(hereinafter referred to as “ the Pledgors ”)

Party C: Xuanji Intelligence (Beijing) Technology Co., Ltd.

In this Agreement, the Pledgee, Pledgors, and Party C are referred to individually as “ a party ”, and collectively referred to as “ parties ”.

Whereas:

1. The Pledgors hold 100% of Party C’s equity. Party C, a limited liability company registered in Beijing, China, is engaged in technology promotion service; market survey; data processing (except for the bank card center and cloud computing data center with PUE values over 1.5); basic software service; application software service (except medical software); conference service; economics and trade consultation; exhibition arrangement; product design; supply chain management; sales of gold, mineral (except for onsite trading and storage of coals within Beijing) and silver products (except silver coins), jewelry, handicrafts, daily necessities; import and export of goods, agency and technological consulting services for import and export; financial service and financial knowledge management outsourcing entrusted by financial institutions. (The company shall select operational items and operate business in accordance with laws; in the case of business categories subject to approval by competent authorities, it may carry out the approved items after such business has been approved; and shall not engage in the business activities prohibited or restricted in industrial policies in Beijing.) Party C acknowledges the respective rights and obligations of the Pledgee and the Pledgors under this Agreement and agrees to provide necessary assistance to register the aforementioned pledge;

Therefore, all the parties hereto agree to enter into this Agreement in accordance with the following terms and conditions.

1. Definition

Unless otherwise provided in this Agreement, the following terms shall have the following meanings assigned to them:

1.2 “ Pledged Equity ” refers to all the 100 % of Party C’s equity currently held by the Pledgors (more specifically, one Pledgor, WEI Wei, holds 78.00% of the equity of Party C, RMB 39.00 million Yuan of the pledged equity and RMB 39.00 million Yuan of the secured creditor’s right; another Pledgor, PENG Xiaomei, holds 22.00% of the equity of Party C, RMB 11.00 million Yuan of the pledged equity and RMB 11.00 million Yuan of the secured creditor’s right), as well as dividends as are described under Articles 2.3 of this Agreement.

1.3 “ Term of Pledge ” refers to the term under Article 3 of this Agreement.

1.4 “ Project Agreements ” shall have the same meaning assigned to it in the preamble to this Agreement.

1.5 “ Contractual Obligations ” refers to all the contractual obligations of the Pledgors and Party C under this Agreement and the Project Agreements.

1.6 “ Secured Debt ” refers to obligations to pay and other obligations of Party C under the Exclusive Business Cooperation Agreement, as well as all the direct, indirect, derivative damages and loss of predictable benefits that the Pledgee may sustain owing to any breach of contract by the Pledgors and/or Party C (as defined below). The basis of the amount of such damages and loss includes but is not limited to reasonable commercial plans and profit forecasts of the Pledgee, the service fees to be paid by Party C under the Exclusive Business Cooperation Agreement (no less than RMB 50.00 million Yuan), as well as all the expenses incurred by the Pledgee to enforce the Contractual Obligations of the Pledgors and/or the Company.

1.7 “ Events of Default ” refers to any circumstances as are listed under Article 7 of this Agreement.

1.8 “ Notice of Default ” refers to the notices issued by the Pledgee under this Agreement declaring an event of default.

2. Pledge

2.2 The Pledgors undertake that they will be responsible for entering the equity pledge arrangements hereunder into the register of members of Party C.

2.3 During the Term of Pledge, the Pledgee shall have the right to receive the proceeds from the pledge equity (including but not limited to any dividends or profits therefrom). The Pledgors may share the dividends or dividends from the Pledged Equity, subject to the Pledgee’s prior written consent. The dividends or profits distributed by the Pledgor for the Pledged Equity shall be deposited into the designated account of the Pledgee, supervised by the Pledgee and shall be first used to repay the Secured Debt.

3. Term of Pledge

3.2 The term of this Agreement shall terminate upon the full performance of all Contractual Obligations hereunder or the complete and full repayment of all the Secured Debt.

4. Custody of Equity Records

5. Representations and Undertakings by the Pledgors

5.3 Aside from the pledge, the Pledgors do not set any security rights or any other encumbrance on the Equity hereunder.

6. Undertakings and Further Consent by the Pledgors

6.1 During the term of this Agreement, the Pledgors hereby undertake to the Pledgee that the Pledgors shall:

6.4 The Pledgors hereby waive their preemptive right they may have when the Pledgee exercises the pledge.

7. Events of Default

7.1 The following circumstances shall be deemed as Events of Default:

7.1.1 Where Party C fails to pay in full the consultancy and service fees payable under the Exclusive Business Cooperation Agreement or breaches any other obligations of Party C under the Agreement;

7.1.2 Where Party C or the Pledgors violate any other Project Agreement;

7.1.4 The Pledgors and Party C fail to complete the equity pledge registration with the Registration Authority as is required by Clause 3.1 hereof;

7.1.5 Where the Pledgors or Party C violates any other term or condition of this Agreement;

7.1.9 Where the promulgation of any applicable law renders this Agreement illegal or makes it impossible for the Pledgors to continue performing their obligations under this Agreement;

7.1.12 Any other circumstance under which the Pledgee is unable to or may possibly be unable to exercise its right relating to the pledge.

8. Exercise of Pledge

8.2 The Pledgee may issue a Notice of Default to the Pledgors while exercising the pledge.

9. Transfer

9.2 This Agreement shall be binding on the Pledgors and the successor and the authorized transferees thereof, and it shall inure to the Pledgee and each of its successors and assignees.

10. Termination and Release of Pledge

11. Fees and Other Charges

12. Duty of Confidentiality

13. Governing Law and Dispute Resolution

13.1 The conclusion, effectiveness, interpretation and performance hereof as well as the resolution of disputes under this Agreement shall be governed by the laws of the People’s Republic of China.

14. Notice

14.4 Any party hereto may, by way of a notice to the other parties, change at any time its address for receiving such notice in accordance with this Article.

15. Severability

If one or more terms or conditions of this Agreement are found to be invalid, illegal or unenforceable in accordance with any law or regulations, the validity, legality or enforceability of the rest of this Agreement shall not be affected or prejudiced in any way. The parties hereto shall, through consultation in good faith, seek to replace such invalid, illegal or unenforceable terms or conditions with ones that are valid to the greatest extent possible permitted law and expected by the parties, and the economic effects of such valid terms and conditions be similar to those arising from the replaced invalid, illegal or unenforceable terms or conditions.

16. Appendixes

All the appendices to this Agreement shall constitute an integral part of this Agreement.

17. Effectiveness

17.2 This Agreement shall be executed in three (3) originals in Chinese. Each original of this Agreement shall be of equal legal binding force.

Signature page to follow

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Party A:

Pintec (Beijing) Technology Co., Ltd. (Seal)

/s/Pintec (Beijing) Technology Co., Ltd.

Legal Representative: /s/WEI Wei

The remainder of this page intentionally left blank for the signatures of the Equity Pledge Agreement.

Party B:

WEI Wei

Signed by: /s/WEI Wei

PENG Xiaomei

Signed by: /s/PENG Xiaomei

The remainder of this page intentionally left blank for the signatures of the Equity Pledge Agreement

Party C:

Xuanji Intelligence (Beijing) Technology Co., Ltd. (Seal)

/s/Xuanji Intelligence (Beijing) Technology Co., Ltd.

Legal Representative: /s/ZHENG Yudong

Appendix I

Register of Members of Xuanji Intelligence (Beijing) Technology Co., Ltd.

Dated: December 13, 2017

Number of Capital Contribution Certificate	Name of Shareholder/Name	Address	Amount of Contribution (million)	Investment
01	WEI Wei	Address: *********************	39.00	Proportion in Total Capital Contribution: 78.00% The said 78.00% equity has been pledged to Pintec (Beijing) Technology Co., Ltd.
02	PENG Xiaomei	Address: *********************	11.00	Proportion in Total Capital Contribution: 22.00% The said 22.00% equity has been pledged to Pintec (Beijing) Technology Co., Ltd.
				The Company: Xuanji Intelligence (Beijing) Technology Co., Ltd. (Seal) /s/Xuanji Intelligence (Beijing) Technology Co., Ltd. Legal Representative: /s/ZHENG Yudong

Exhibit 10.11

Power of Attorney

This Power of Attorney (hereafter referred to as “this Agreement” ) is concluded by and between the following two parties in Beijing, China, on the date of December 13, 2017:

Party A: Pintec (Beijing) Technology Co., Ltd.

Party B: WEI Wei, Identity Card No.: *********************

In this Agreement, Party A and Party B are referred to individually as “ one party/a party ” and collectively as “ parties ”.

Whereas:

Party B holds seventy-eight percent (78.00%) of the equity (“ Party B’s Equity ”) in the Xuanji Intelligence (Beijing) Technology Co., Ltd. (hereafter referred to as “ the Domestic-funded Company ”).

Now therefore: the parties hereby agree on the following terms and conditions:

In connection with Party B’s Equity, Party B hereby irrevocably authorizes Party A to exercise the following rights during the term of this Agreement:

Party A is hereby authorized as the sole agent and authorized person of Party B, to act on behalf of Party B on all matters relating to Party B’s Equity, including but not limited to:

1) to attend the shareholders’ meeting of the Domestic-funded Company ;

The formation, entry into force, performance, modification, interpretation and termination of this Agreement shall be governed by the laws of the People’s Republic of China.

Any dispute arising from or relating to the interpretation or performance of this Agreement shall first be settled through friendly negotiation between the parties hereto. If the parties fail to agree on a settlement of such dispute within thirty (30) days after the submission by either party to the other party of the request for settlement of such dispute, either party hereto may refer the dispute to the China International Economic and Trade Arbitration Commission to be settled through arbitration in accordance with the rules of arbitration in force at that time. The seat of arbitration shall be Beijing and the language to be used in the arbitral proceedings shall be Chinese. The arbitration award shall be final and binding on both Parties.

This Agreement is executed in Chinese in two (2) original copies of equal legal effect and force. Each party hereto shall hold one (1) original.

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Party A:

Pintec (Beijing) Technology Co., Ltd. (Seal)

/s/Pintec (Beijing) Technology Co., Ltd.

Legal Representative: /s/WEI Wei

Party B:

WEI Wei

Signed by: /s/WEI Wei

Power of Attorney

This Power of Attorney (hereafter referred to as “this Agreement” ) is concluded by and between the following two parties in Beijing, China, on the date of December 13, 2017:

Party A: Pintec (Beijing) Technology Co., Ltd.

Party B: PENG Xiaomei, Identity Card No.: *********************

In this Agreement, Party A and Party B are referred to individually as “ one party/a party ” and collectively as “ parties ”.

Whereas:

Party B holds twenty-two percent (22.00%) of the equity ( “Party B’s Equity” ) in the Xuanji Intelligence (Beijing) Technology Co., Ltd. (hereafter referred to as “the Domestic-funded Company”).

Now therefore: the parties hereby agree on the following terms and conditions:

In connection with Party B’s Equity, Party B hereby irrevocably authorizes Party A to exercise the following rights during the term of this Agreement:

Party A is hereby authorized as the sole agent and authorized person of Party B, to act on behalf of Party B on all matters relating to Party B’s Equity, including but not limited to:

1) to attend the shareholders’ meeting of the Domestic-funded Company ;

The formation, entry into force, performance, modification, interpretation and termination of this Agreement shall be governed by the laws of the People’s Republic of China.

Any dispute arising from or relating to the interpretation or performance of this Agreement shall first be settled through friendly negotiation between the parties hereto. If the parties fail to agree on a settlement of such dispute within thirty (30) days after the submission by either party to the other party of the request for settlement of such dispute, either party hereto may refer the dispute to the China International Economic and Trade Arbitration Commission to be settled through arbitration in accordance with the rules of arbitration in force at that time. The seat of arbitration shall be Beijing and the language to be used in the arbitral proceedings shall be Chinese. The arbitration award shall be final and binding on both Parties.

This Agreement is executed in Chinese in two (2) original copies of equal legal effect and force. Each party hereto shall hold one (1) original.

The remainder of this page intentionally left blank

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Party A:

Pintec (Beijing) Technology Co., Ltd. (Seal)

/s/Pintec (Beijing) Technology Co., Ltd.

Legal Representative: /s/WEI Wei

Party B:

PENG Xiaomei

Signed by: /s/PENG Xiaomei

Exhibit 10.12

Exclusive Business Cooperation Agreement

This Exclusive Business Cooperation Agreement (hereinafter referred to as “ this Agreement ”) is concluded by and between the following parties in Beijing, China, on the date of June 4, 2018.

Party A: Pintec (Beijing) Technology Co., Ltd.

Party B: Pintec Jinke (Beijing) Technology Information Co., Ltd.

Party A and Party B shall be referred to as “ a Party ” individually and as “ the Partie s” collectively.

Whereas:

2. Party B is a domestic-funded company registered in China, and is approved and licensed by competent governmental agencies in China to engage in technology development, technology transfer, technology promotion, technology services, technology consultant and computer system services. (The company can independently choose to operate projects and business activities in accordance with laws. In the case of business categories subject to approval by competent authorities, it may carry out the approved items after such business has been approved, shall not operate those businesses prohibited and restricted by the local industry policies, hereafter referred to as “ Business Scope ”);

Therefore: Party A and Party B hereby reach the following agreement through friendly consultations:

1. Services Provided by Party A

1.3 Ways of Providing Services

2. Calculation and Payment of Service Fees

3. Intellectual Property and Confidentiality Clause

3.3 Both Parties agree that this Article shall remain in force regardless of whether this Agreement is modified, cancelled or terminated.

4. Representations and Undertakings

4.1 Party A represents and undertakes that:

4.1.1 Party A is a company legally registered and validly existing in accordance with the laws of China.

4.1.3 This Agreement shall constitute legal, valid and binding obligations of Party A and can be enforceable against Party A in accordance with the terms and conditions of this Agreement.

4.2 Party B represents and undertakes that:

4.2.1 Party B is a domestic-funded company registered in China, and is approved and licensed by competent governmental agencies in China to engage in economics and trade consultation, investment consultation, enterprise management consultation, financial consultation, (shall not carry out audit, capital verification, account check, valuation, accounting consultation, bookkeeping business and business subjects to special approval, shall not issue any audit reports, capital verification reports, account checking reports, valuation reports or other written materials) (shall not operate those business subjects to approval in accordance with laws, regulations and rules); corporate image plan. (In the case of business categories subject to approval by competent authorities, it may carry out the approved contents after such business has been approved.

4.2.3 This Agreement shall constitute legal, valid and binding obligations on Party B and can be enforceable against Party B in accordance with the terms and conditions of this Agreement.

5. Effective Date and Term

6. Termination

6.1 Unless it is renewed pursuant to relevant terms and conditions of this Agreement, this Agreement shall be terminated upon expiration thereof.

6.3 The rights and obligations of both parties hereto under Article 3, Article 7 and Article 8 hereof shall survive after the termination of this Agreement.

7. Governing Law and Dispute Resolution

7.1 The conclusion, effectiveness, interpretation and performance hereof as well as the resolution of disputes under this Contract shall be governed by the laws of China.

8. Indemnity

9. Notice

9.2 Any party hereto may, by way of a notice to the other parties, change at any time its address for receiving such notice in accordance with this Article.

10. Transfer

10.1 Without the prior written consent of Party A, Party B shall not transfer its rights and obligations under this Agreement to any third party.

10.2 Party B agrees that Party A may transfer its rights and obligations under this Agreement to any third party after giving a prior written notice to Party B and without the consent of Party B.

11. Severability

12. Modification and Supplement

13. Language and Copies

This Agreement is executed in Chinese in two (2) original copies of equal legal effect and force. Each party hereto shall hold one(1) original.

Signature page to follow

This page is the signature page of the Exclusive Business Cooperation Agreement and there is no text on this page.

Party A:

Pintec (Beijing) Technology Co., Ltd. (Seal)

/s/Pintec (Beijing) Technology Co., Ltd.

Legal Representative:	/s/HU Wei

Party B:

Pintec Jinke (Beijing) Technology Information Co., Ltd. (Seal)

/s/Pintec Jinke (Beijing) Technology Information Co., Ltd.

Legal Representative:	/s/CHEN Bingqing

Exhibit 10.13

Exclusive Option Agreement

This Exclusive Option Agreement (hereafter referred to as “ this Agreement ”) is concluded by and between the following parties in Beijing, China, on the date of June 4, 2018 .

Party A: Pintec (Beijing) Technology Co., Ltd. ( hereafter referred to as “ the Pledgee ” )

Party B: WEI Wei , Identity Card No.: *********************;

CHEN Bingqing , Identity Card No.: ********************* ;

DONG Hao , Identity Card No.: *********************;

( hereafter referred to as “ the Pledgors ” )

Party C: Pintec Jinke (Beijing) Technology Information Co., Ltd..

In this Agreement, Party A, Party B and Party C are referred to individually as “ one party/a party ” and collectively as “ the parties ”.

Whereas: Party B holds 100% of Party C’s equity interest;

Now therefore: the parties hereby agree on the following terms and conditions:

1. Purchase and Sale of Equity and Assets

1.1 Grant of Rights

1.2 Procedures for Exercising the Exclusive Right to Purchase

1.3 Purchase Prices of the Equity and Assets

1.4 Transfer of the Purchased Equity and the Purchased Assets

Every time when Party A exercises its right to purchase the equity or assets hereunder:

2. Undertakings

2.1 Undertakings Concerning Party C

Party B (as a shareholder of Party C) and Party C hereby undertake that:

2.1.7 Without the prior written consent of Party A, they shall not cause Party C to offer any loan, credit, guarantee or warranty to any person;

2.1.8 At the request of Party A, they will provide Party A with all information concerning the operation and financial status of Party C;

2.1.11 Party C shall not be liquidated, dissolved or cancelled without the prior written consent of Party A;

2.1.12 Party A shall be promptly notified of any litigation, arbitration or administrative proceeding that occurs or may be related to the assets, business or income of Party C;

2.2 Undertakings of Party B

Party B hereby undertakes that:

2.2.4 Party B shall promptly notify Party A of any litigation, arbitration or administrative proceeding that occurs or may occur in connection with the Party C’s equity or assets owned by Party B;

2.2.7 Upon request by Party A, Party B shall appoint any person designated by Party A to serve as a board director of Party C;

3. Representations and Undertakings

3.2 Neither the signing and delivery of this Agreement or any Transfer Contract or the obligations under this Agreement or any Transfer Contract shall: (I) cause any breach of any applicable law in China; (ii) conflict with the Articles of Association, rules or other organizational documents of Party C; (iii) cause any breach of any contract or instrument to which they are a party or which are binding on them, or any breach of any contract or any breach under any contract or instrument to which they are a party or which are binding on them; (iv) cause any breach of any term or condition according to which any license or permit is awarded to any Party or according to which such license or permit will continue to be valid and effective; or (v) result in the suspension or revocation or imposition of additional conditions to any license or permit issued to any Party;

3.3 Party B has good and marketable ownership of Party C’s equity it owns. Except for Party B’s Equity Pledge Agreement, Party B has no security rights and interests in such equity;

3.4 Party C has good and marketable ownership of all of its assets and does not have any security interest in the said assets.

There are no pending or possible litigation, arbitration or administrative proceedings relating to the ownership of the equity in Party C, the assets of Party C or Party C;

4. Effective Date

This Agreement shall come into force as of the date when this Agreement is concluded by all the parties to this Agreement, and shall be valid for ten (10) years, and Party A may choose to renew this Agreement upon expiration of the said term. Where Party A chooses to renew this Agreement, the term of renewal shall be decided by Party A; and Party B and Party C shall unconditionally accept such renewal and the term thereof.

5. Governing Law and Dispute Resolution

5.1 Governing Law

The conclusion, effectiveness, interpretation and performance hereof as well as the resolution of disputes under this Agreement shall be governed by the laws of China.

5.2 Dispute Resolution

6. Taxes and Fees

7. Notices

7.2 Any party hereto may, by way of a notice to the other parties, change at any time its address for receiving such notice in accordance with this Article.

8. Confidentiality Duties

9. Further Undertakings

The parties hereto agree to promptly sign such documents as are reasonably necessary or expedient for the purposes of performing this Agreement and fulfilling the purposes of this Agreement, and take further actions which are reasonably necessary or expedient for the purpose of performing this Agreement and fulfilling the purpose of this Agreement.

10. Miscellaneous

10.1 Modification, Amendment and Supplement

All the modifications, amendments and supplements to this Agreement shall be subject to a written agreement signed by all the parties hereto.

10.2 Entire Contract.

10.3 Headings

The headings in this Agreement are for convenience of reference only and shall not affect the construction or interpretation or wording of this Agreement in any aspect whatsoever.

10.4 Language

This Agreement shall be made in Chinese in three (3) identical copies, and each copy shall be of equal legal binding force.

10.5 Severability

10.6 Transfer

10.7 Successor

This Agreement shall be binding and inure to the benefit of the respective successors and the transferees as allowed by the parties hereof.

10.8 Survival

10.8.1 Any obligation arising or due prior to the expiration or early termination of this Agreement shall survive the expiration or early termination of this Agreement.

10.8.2 Article 5, Article 7, Article 8 and Article 10 hereof shall survive the termination of this Agreement.

10.9 Waiver

Signature page to follow

The page intentionally left blank for the signature of the Contract for Exclusive Right to Purchase

Party A:

Pintec (Beijing) Technology Co., Ltd.(Seal)

/s/Pintec (Beijing) Technology Co., Ltd.

Legal Representative:	/s/WEI Wei

The page intentionally left blank for the signature of the Contract for Exclusive Right to Purchase

Party B:

WEI Wei

Signed by:	/s/WEI Wei

CHEN Bingqing

Signed by:	/s/CHEN Bingqing

DONG Hao

Signed by:	/s/DONG Hao

The page intentionally left blank for the signature of the Contract for Exclusive Right to Purchase

Party C:

Pintec Jinke (Beijing) Technology Information Co., Ltd. (Seal)

/s/Pintec Jinke (Beijing) Technology Information Co., Ltd.

Legal Representative:	/s/CHEN Bingqingi

Exhibit 10.14

Equity Pledge Agreement

This Equity Pledge Agreement(hereinafter referred to as “ this Agreement ”) is signed by and among the following parties in Beijing, China, on the date of June 4, 2018:

Party A: Pintec (Beijing) Technology Co., Ltd. (hereafter referred to as “ the Pledgee ”)

Party B: WEI Wei , Identity Card Number: *********************;

CHEN Bingqing , Identity Card Number: *********************;

DONG Hao, Identity Card Number: *********************

(hereinafter referred to as “ the Pledgors ”)

Party C: Pintec Jinke (Beijing) Technology Information Co., Ltd.

In this Agreement, the Pledgee, Pledgors, and Party C are referred to individually as “ a party ”, and collectively referred to as “ parties .”

Whereas:

1. The Pledgors hold 100% of Party C’s equity. Party C, a limited liability company registered in Beijing, China, is engaged in technology development, technology transfer, technology promotion, technology services, technology consultant and computer system services. (The company can independently choose to operate projects and business activities in accordance with laws. In the case of business categories subject to approval by competent authorities, it may carry out the approved items after such business has been approved, shall not operate those businesses prohibited and restricted by the local industry policies,. Party C acknowledges the respective rights and obligations of the Pledgee and the Pledgors under this Agreement and agrees to provide necessary assistance to register the aforementioned pledge;

2. The Pledgee is a wholly foreign-owned enterprise registered in Beijing, China. The Pledgee and Party C entered into an exclusive business cooperation agreement (hereinafter referred to as the “Exclusive Business Cooperation Agreement ”) on the date of June 4, 2018. The Pledgors, Party C and the Pledgee entered into an exclusive option agreement (hereinafter referred to as the “ Exclusive Option Agreement ,”) on the date of June 4, 2018. The Pledgor and the Pledgee entered into a power of attorney (hereinafter referred to as the “ Power of Attorney ”, together with the Exclusive Business Cooperation Agreement and the Exclusive Option Agreement, are hereinafter referred to as the “ Project Agreements ”) respectively on June 4, 2018;

Therefore, all the parties hereto agree to enter into this Agreement in accordance with the following terms and conditions.

1. Definition

Unless otherwise provided in this Agreement, the following terms shall have the following meanings assigned to them:

1.2 “ Pledged Equity ” refers to all the 100 % of Party C’s equity currently held by the Pledgors. More specifically, one Pledgor, WEI Wei, holds 50.00% of the equity of Party C and RMB200.00 million Yuan of the secured creditor’s right; second Pledgor, CHEN Bingqing, holds 45.00% of the equity of Party C and RMB180.00 million Yuan of the secured creditor’s right, and third Pledgor, DONG Hao, holds 5.00% of the equity of Party C and RMB20.00 million Yuan of the secured creditor’s right, as well as dividends as are described under Articles 2.3 of this Agreement.

1.3 “ Term of Pledge ” refers to the term under Article 3 of this Agreement.

1.4 “ Project Agreements ” shall have the same meaning assigned to it in the preamble to this Agreement.

1.5 “ Contractual Obligations ” refers to all the contractual obligations of the Pledgors and Party C under this Agreement and the Project Agreements.

1.6 “ Secured Debt ” refers to obligations to pay and other obligations of Party C under the Exclusive Business Cooperation Agreement, as well as all the direct, indirect, derivative damages and loss of predictable benefits that the Pledgee may sustain owing to any breach of contract by the Pledgors and/or Party C (as defined below). The basis of the amount of such damages and loss includes but is not limited to reasonable commercial plans and profit forecasts of the Pledgee, the service fees to be paid by Party C under the Exclusive Business Cooperation Agreement (no less than RMB400.00 million Yuan), as well as all the expenses incurred by the Pledgee to enforce the Contractual Obligations of the Pledgors and/or the Company.

1.7 “ Events of Default ” refers to any circumstances as are listed under Article 7 of this Agreement.

1.8 “ Notice of Default ” refers to the notices issued by the Pledgee under this Agreement declaring an event of default.

2. Pledge

2.2 The Pledgors undertake that they will be responsible for entering the equity pledge arrangements hereunder into the register of members of Party C.

3. Term of Pledge

3.2 The term of this Agreement shall terminate upon the full performance of all Contractual Obligations hereunder or the complete and full repayment of all the Secured Debt.

4. Custody of Equity Records

5. Representations and Undertakings by the Pledgors

5.3 Aside from the pledge, the Pledgors do not set any security rights or any other encumbrance on the Equity hereunder.

6. Undertakings and Further Consent by the Pledgors

6.1 During the term of this Agreement, the Pledgors hereby undertake to the Pledgee that the Pledgors shall:

6.1.1 Except for the purpose of performing the Exclusive Option Agreement, and without the prior written consent of the Pledgee, the Pledgors may not transfer the equity, or set any security interest or other encumbrances on the Equity hereunder that may affect the rights and interests of the Pledgee in such equity.

6.4 The Pledgors hereby waive their preemptive right they may have when the Pledgee exercises the pledge.

7. Events of Default

7.1 The following circumstances shall be deemed as Events of Default:

7.1.1 Where Party C fails to pay in full the consultancy and service fees payable under the Exclusive Business Cooperation Agreement or breaches any other obligations of Party C under the Agreement;

7.1.2 Where Party C or the Pledgors violate any other Project Agreement;

7.1.4 The Pledgors and Party C fail to complete the equity pledge registration with the Registration Authority as is required by Clause 3.1 hereof;

7.1.5 Where the Pledgors or Party C violates any other term or condition of this Agreement;

7.1.9 Where the promulgation of any applicable law renders this Agreement illegal or makes it impossible for the Pledgors to continue performing their obligations under this Agreement;

7.1.12 Any other circumstance under which the Pledgee is unable to or may possibly be unable to exercise its right relating to the pledge.

8. Exercise of Pledge

8.2 The Pledgee may issue a Notice of Default to the Pledgors while exercising the pledge.

9. Transfer

9.2 This Agreement shall be binding on the Pledgors and the successor and the authorized transferees thereof, and it shall inure to the Pledgee and each of its successors and assignees.

10. Termination and Release of Pledge

11. Fees and Other Charges

12. Duty of Confidentiality

13. Governing Law and Dispute Resolution

13.1 The conclusion, effectiveness, interpretation and performance hereof as well as the resolution of disputes under this Agreement shall be governed by the laws of the People’s Republic of China.

14. Notice

14.4 Any party hereto may, by way of a notice to the other parties, change at any time its address for receiving such notice in accordance with this Article.

15. Severability

If one or more terms or conditions of this Agreement are found to be invalid, illegal or unenforceable in accordance with any law or regulations, the validity, legality or enforceability of the rest of this Agreement shall not be affected or prejudiced in any way. The parties hereto shall, through consultation in good faith, seek to replace such invalid, illegal or unenforceable terms or conditions with ones that are valid to the greatest extent possible permitted law and expected by the parties, and the economic effects of such valid terms and conditions be similar to those arising from the replaced invalid, illegal or unenforceable terms or conditions.

16. Appendixes

All the appendixes to this Agreement shall constitute an integral part of this Agreement.

17. Effectiveness

17.2 This Agreement shall be executed in three (3) originals in Chinese. Each original of this Agreement shall be of equal legal binding force.

Signature page to follow

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Party A:

Pintec (Beijing) Technology Co., Ltd. (Seal)

/s/Pintec (Beijing) Technology Co., Ltd.

Legal Representative:	/s/WEI Wei

The remainder of this page intentionally left blank for the signatures of the Equity Pledge Agreement.

Party B:

WEI Wei

Signed by:	/s/WEI Wei

CHEN Bingqing

Signed by:	/s/CHEN Bingqing

DONG Hao

Signed by:	/s/DONG Hao

The remainder of this page intentionally left blank for the signatures of the Equity Pledge Agreement

Party C:

Pintec Jinke (Beijing) Technology Information Co., Ltd. (Seal)

/s/Pintec Jinke (Beijing) Technology Information Co., Ltd.

Legal Representative:	/s/CHEN Bingqing

Appendix I

Register of Members of Pintec Jinke (Beijing) Technology Information Co., Ltd.

Dated: June 4 , 2018

Number of Capital Contribution Certificate	Name of Shareholder/Name	Address:	Amount of Contribution (million)	Investment
01	WEI Wei	Address:: *********************	200.00	Proportion in Total Capital Contribution: 50.00% The said 50.00% equity has been pledged to Pintec (Beijing) Technology Co., Ltd.
02	CHEN Bingqing	Address:: *********************	180.00	Proportion in Total Capital Contribution: 50.00% The said 45.00% equity has been pledged to Pintec (Beijing) Technology Co., Ltd.
03	DONG Hao	Address:: *********************	20.00	Proportion in Total Capital Contribution: 50.00% The said 5.00% equity has been pledged to Pintec (Beijing) Technology Co., Ltd.
				The Company: Pintec Jinke (Beijing) Technology Information Co., Ltd. /s/Pintec Jinke (Beijing) Technology Information Co., Ltd.
				Legal Representative:	/s/CHEN Bingqing

Exhibit 10.15

Power of Attorney

This Power of Attorney (hereafter referred to as “ this Agreement ”) is entered into by and between the following two parties in Beijing, China, on the date of June 4, 2018:

Party A: Pintec (Beijing) Technology Co., Ltd.

Party B: WEI Wei , Identity Card No.: *********************

In this Agreement Party A and Party B are referred to individually as “ one party/a party ” and collectively as “ parties ”.

Whereas:

Party B holds fifty percent (50.00%) of the equity (“ Party B’s Equity ”) in the Pintec Jinke (Beijing) Technology Information Co., Ltd. (hereafter referred to as “ the Domestic-funded Company ”).

Now therefore: the parties hereby agree on the following terms and conditions:

In connection with Party B’s Equity, Party B hereby irrevocably authorizes Party A to exercise the following rights during the term of this Agreement:

Party A is hereby authorized as the sole agent and authorized person of Party B, to act on behalf of Party B on all matters relating to Party B’s Equity, including but not limited to:

1) to attend the shareholders’ meeting of the Domestic-funded Company;

The conclusion, entry into force, performance, modification, interpretation and termination of this Agreement shall be governed by the laws of the People’s Republic of China.

Any dispute arising from or relating to the interpretation or performance of this Agreement shall first be settled through friendly negotiation between the parties hereto. If the parties fail to agree on a settlement of such dispute within thirty (30) days after the submission by either party to the other party of the request for settlement of such dispute, either party hereto may refer the dispute to the China International Economic and Trade Arbitration Commission to be settled through arbitration in accordance with the rules of arbitration in force at that time. The seat of arbitration shall be Beijing and the language to be used in the arbitral proceedings shall be Chinese. The arbitration award shall be final, and shall be binding on both Parties.

This Agreement is executed in Chinese in two (2) original copies of equal legal effect and force. Each party hereto shall hold one(1) original.

The remainder of this page intentionally left blank

This page is the signature page of the Power of Attorney and there is no text on this page.

Party A:

Pintec (Beijing) Technology Co., Ltd. (Seal)

/s/Pintec (Beijing) Technology Co., Ltd.

Legal Representative:	/s/WEI Wei

Party B:

WEI Wei

Signed by:

/s/WEI Wei

Power of Attorney

This Power of Attorney (hereafter referred to as “ this Agreement ”) is entered into by and between the following two parties in Beijing, China, on the date of June 4, 2018:

Party A: Pintec (Beijing) Technology Co., Ltd.

Party B: DONG Hao , Identity Card No.: *********************

In this Agreement Party A and Party B are referred to individually as “ one party/a party ” and collectively as “ parties ”.

Whereas:

Party B holds fifty percent (5.00%) of the equity (“ Party B’s Equity ”) in the Pintec Jinke (Beijing) Technology Information Co., Ltd.. (hereafter referred to as “ the Domestic-funded Company ”).

Now therefore: the parties hereby agree on the following terms and conditions:

In connection with Party B’s Equity, Party B hereby irrevocably authorizes Party A to exercise the following rights during the term of this Agreement:

Party A is hereby authorized as the sole agent and authorized person of Party B, to act on behalf of Party B on all matters relating to Party B’s Equity, including but not limited to:

1) to attend the shareholders’ meeting of the Domestic-funded Company;

The conclusion, entry into force, performance, modification, interpretation and termination of this Agreement shall be governed by the laws of the People’s Republic of China.

Any dispute arising from or relating to the interpretation or performance of this Agreement shall first be settled through friendly negotiation between the parties hereto. If the parties fail to agree on a settlement of such dispute within thirty (30) days after the submission by either party to the other party of the request for settlement of such dispute, either party hereto may refer the dispute to the China International Economic and Trade Arbitration Commission to be settled through arbitration in accordance with the rules of arbitration in force at that time. The seat of arbitration shall be Beijing and the language to be used in the arbitral proceedings shall be Chinese. The arbitration award shall be final, and shall be binding on both Parties.

This Agreement is executed in Chinese in two (2) original copies of equal legal effect and force. Each party hereto shall hold one(1) original.

The remainder of this page intentionally left blank

This page is the signature page of the Power of Attorney and there is no text on this page.

Party A:

Pintec (Beijing) Technology Co., Ltd. (Seal)

/s/Pintec (Beijing) Technology Co., Ltd. (Seal)

Legal Representative:	/s/WEI Wei

Party B:

DONG Hao

Signed by:

/s/DONG Hao

Power of Attorney

This Power of Attorney (hereafter referred to as “ this Agreement ”) is entered into by and between the following two parties in Beijing, China, on the date of June 4, 2018:

Party A: Pintec (Beijing) Technology Co., Ltd.

Party B: CHEN Bingqing , Identity Card No.: *********************

In this Agreement Party A and Party B are referred to individually as “ one party/a party ” and collectively as “ parties ”.

Whereas:

Party B holds fifty percent (45.00%) of the equity (“ Party B’s Equity ”) in the Pintec Jinke (Beijing) Technology Information Co., Ltd.. (hereafter referred to as “ the Domestic-funded Company ”).

Now therefore: the parties hereby agree on the following terms and conditions:

In connection with Party B’s Equity, Party B hereby irrevocably authorizes Party A to exercise the following rights during the term of this Agreement:

Party A is hereby authorized as the sole agent and authorized person of Party B, to act on behalf of Party B on all matters relating to Party B’s Equity, including but not limited to:

1) to attend the shareholders’ meeting of the Domestic-funded Company;

The conclusion, entry into force, performance, modification, interpretation and termination of this Agreement shall be governed by the laws of the People’s Republic of China.

Any dispute arising from or relating to the interpretation or performance of this Agreement shall first be settled through friendly negotiation between the parties hereto. If the parties fail to agree on a settlement of such dispute within thirty (30) days after the submission by either party to the other party of the request for settlement of such dispute, either party hereto may refer the dispute to the China International Economic and Trade Arbitration Commission to be settled through arbitration in accordance with the rules of arbitration in force at that time. The seat of arbitration shall be Beijing and the language to be used in the arbitral proceedings shall be Chinese. The arbitration award shall be final, and shall be binding on both Parties.

This Agreement is executed in Chinese in two (2) original copies of equal legal effect and force. Each party hereto shall hold one(1) original.

The remainder of this page intentionally left blank

This page is the signature page of the Power of Attorney and there is no text on this page.

Party A:

Pintec (Beijing) Technology Co., Ltd. (Seal)

/s/Pintec (Beijing) Technology Co., Ltd. (Seal)

Legal Representative:		/s/WEI Wei

Party B:

CHEN Bingqing

Signed by:	/s/CHEN Bingqing

Exhibit 10.16

Exclusive Business Cooperation Agreement

Party A: Pintec (Beijing) Technology Co., Ltd.

Party B: Beijing Hongdian Fund Distributor Co., Ltd.

Party A and Party B shall be referred to as a “ Party ” individually and as “ the Parties ” collectively.

Whereas:

1. Party A is a wholly foreign-owned enterprise registered in the People’s Republic of China (hereinafter referred to as “ China ”), and possesses the resources necessary for providing technical business services and business consultation services;

2. Party B is a domestic-funded company registered in China, and is approved and licensed by competent governmental agencies in China to engage in sales of funds, information service of the value-added telecommunications business (Internet information services only) (the service license will remain valid until June 14, 2021). The company shall select the operational items and operate business in accordance with law; in the case of business categories subject to approval by competent authorities, it may carry out the approved items after such business has been approved; and shall not engage in the business activities prohibited or restricted in industrial policies in Beijing.) Hereafter referred to as “ Business Scope ”);

Therefore: Party A and Party B hereby reach the following agreement through friendly consultations:

1. Services Provided by Party A

1.3 Ways of Providing Services

2. Calculation and Payment of Service Fees

3. Intellectual Property and Confidentiality Clause

3.3 Both Parties agree that this Article shall remain in force regardless of whether this Agreement is modified, cancelled or terminated.

4. Representations and Undertakings

4.1 Party A represents and undertakes that:

4.1.1 Party A is a company legally registered and validly existing in accordance with the laws of China.

4.1.3 This Agreement shall constitute legal, valid and binding obligations of Party A and can be enforceable against Party A in accordance with the terms and conditions of this Agreement.

4.2 Party B represents and undertakes that:

4.2.1 Party B is a domestic-funded company registered in China, and is approved and licensed by competent governmental agencies in China to engage in sales of funds, information service of the value-added telecommunications business (Internet information services only) (the service license will remain valid until June 14, 2021). The company shall select the operational items and operate business in accordance with law; in the case of business categories subject to approval by competent authorities, it may carry out the approved items after such business has been approved; and shall not engage in the business activities prohibited or restricted in industrial policies in Beijing.)

4.2.3 This Agreement shall constitute legal, valid and binding obligations on Party B and can be enforceable against Party B in accordance with the terms and conditions of this Agreement.

5. Effective Date and Term

5.1 This Agreement is concluded on the date indicated at the beginning of the text and shall enter into force on that date. Unless terminated early in accordance with this Agreement or any other agreement signed by and between both parties hereto, this Agreement shall be valid for ten (10) years. The parties shall, after the signature of this Agreement, review this Agreement every three (3) months, so as to determine whether or not to modify or supplement this Agreement on the basis of the then current actual circumstances.

6. Termination

6.1 Unless it is renewed pursuant to relevant terms and conditions of this Agreement, this Agreement shall be terminated upon expiration thereof.

6.3 The rights and obligations of both parties hereto under Article 3, Article 7 and Article 8 hereof shall survive after the termination of this Agreement.

7. Governing Law and Dispute Resolution

7.1 The conclusion, effectiveness, interpretation and performance hereof as well as the resolution of disputes under this Contract shall be governed by the laws of China.

8. Indemnity

9. Notice

9.2 Any party hereto may, by way of a notice to the other parties, change at any time its address for receiving such notice in accordance with this Article.

10. Transfer

10.1 Without the prior written consent of Party A, Party B shall not transfer its rights and obligations under this Agreement to any third party.

10.2 Party B agrees that Party A may transfer its rights and obligations under this Agreement to any third party after giving a prior written notice to Party B and without the consent of Party B.

11. Severability

12. Modification and Supplement

13. Language and Copies

This Agreement is executed in Chinese in two (2) original copies of equal legal effect and force. Each party hereto shall hold one (1) original.

Signature page to follow

This page is the signature page of the Exclusive Business Cooperation Agreement and there is no text on this page.

Party A:

Pintec (Beijing) Technology Co., Ltd. (Seal)

/s/Pintec (Beijing) Technology Co., Ltd.

Legal Representative: /s/WEI Wei

Party B:

Beijing Hongdian Fund Distributor Co., Ltd. (Seal)

/s/Beijing Hongdian Fund Distributor Co., Ltd.

Legal Representative: /s/HU Wei

Exhibit 10.17

Exclusive Option Agreement

This Exclusive Option Agreement (hereafter referred to as “ this Agreement ”) is concluded by and between the following parties in Beijing, China, on the date of December 13, 2017 :

Party A: Pintec (Beijing) Technology Co., Ltd. ( hereafter referred to as “ the Pledgee ” )

Party B: HU Wei , Identity Card No.: *********************;

( hereafter referred to as “ the Pledgors ” )

Party C: Beijing Hongdian Fund Distributor Co., Ltd.

In this Agreement, Party A, Party B and Party C are referred to individually as “ one party/a party ” and collectively as “ the parties ”.

Whereas: Party B holds 100% of Party C’s equity interest;

Now therefore: the parties hereby agree on the following terms and conditions:

1. Purchase and Sale of Equity and Assets

1.1 Grant of Rights

1.2 Procedures for Exercising the Exclusive Right to Purchase

1.3 Purchase Prices of the Equity and Assets

1.4 Transfer of the Purchased Equity and the Purchased Assets

Every time when Party A exercises its right to purchase the equity or assets hereunder:

2. Undertakings

2.1 Undertakings Concerning Party C

Party B (as a shareholder of Party C) and Party C hereby undertake that:

2.1.7 Without the prior written consent of Party A, they shall not cause Party C to offer any loan, credit, guarantee or warranty to any person;

2.1.8 At the request of Party A, they will provide Party A with all information concerning the operation and financial status of Party C;

2.1.11 Party C shall not be liquidated, dissolved or cancelled without the prior written consent of Party A;

2.1.12 Party A shall be promptly notified of any litigation, arbitration or administrative proceeding that occurs or may be related to the assets, business or income of Party C;

2.2 Undertakings of Party B

Party B hereby undertakes that:

2.2.4 Party B shall promptly notify Party A of any litigation, arbitration or administrative proceeding that occurs or may occur in connection with the Party C’s equity or assets owned by Party B;

2.2.7 Upon request by Party A, Party B shall appoint any person designated by Party A to serve as a board director of Party C;

3. Representations and Undertakings

3.3 Party B has good and marketable ownership of Party C’s equity it owns. Except for Party B’s Equity Pledge Agreement, Party B has no security rights and interests in such equity;

3.4 Party C has good and marketable ownership of all of its assets and does not have any security interest in the said assets.

There are no pending or possible litigation, arbitration or administrative proceedings relating to the ownership of the equity in Party C, the assets of Party C or Party C;

4. Effective Date

This Agreement shall come into force as of the date when this Agreement is concluded by all the parties to this Agreement, and shall be valid for ten (10) years, and Party A may choose to renew this Agreement upon expiration of the said term. Where Party A chooses to renew this Agreement, the term of renewal shall be decided by Party A; and Party B and Party C shall unconditionally accept such renewal and the term thereof.

5. Governing Law and Dispute Resolution

5.1 Governing Law

The conclusion, effectiveness, interpretation and performance hereof as well as the resolution of disputes under this Agreement shall be governed by the laws of China.

5.2 Dispute Resolution

6. Taxes and Fees

7. Notices

7.2 Any party hereto may, by way of a notice to the other parties, change at any time its address for receiving such notice in accordance with this Article.

8. Confidentiality Duties

9. Further Undertakings

10. Miscellaneous

10.1 Modification, Amendment and Supplement

All the modifications, amendments and supplements to this Agreement shall be subject to a written agreement signed by all the parties hereto.

10.2 Entire Contract.

10.3 Headings

The headings in this Agreement are for convenience of reference only and shall not affect the construction or interpretation or wording of this Agreement in any aspect whatsoever.

10.4 Language

This Agreement shall be made in Chinese in three (3) identical copies, and each copy shall be of equal legal binding force.

10.5 Severability

10.6 Transfer

10.7 Successor

This Agreement shall be binding and inure to the benefit of the respective successors and the transferees as allowed by the parties hereof.

10.8 Survival

10.8.1 Any obligation arising or due prior to the expiration or early termination of this Agreement shall survive the expiration or early termination of this Agreement.

10.8.2 Article 5, Article 7, Article 8 and Article 10 hereof shall survive the termination of this Agreement.

10.9 Waiver

Signature page to follow

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Party A:

Pintec (Beijing) Technology Co., Ltd.(Seal)

/s/Pintec (Beijing) Technology Co., Ltd.

Legal Representative: /s/WEI Wei

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Party B:

HU Wei

Signed by: /s/HU Wei

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Party C:

Beijing Hongdian Fund Distributor Co., Ltd.(Seal)

/s/Beijing Hongdian Fund Distributor Co., Ltd.

Legal Representative: /s/HU Wei

Exhibit 10.18

Equity Pledge Agreement

This Equity Pledge Agreement(hereinafter referred to as “ this Agreement ”) is signed by and among the following parties in Beijing, China, on the date of December 13, 2017:

Party A: Pintec (Beijing) Technology Co., Ltd. (hereafter referred to as “ the Pledgee ”)

Party B: HU Wei , Identity Card Number: *********************;

(hereinafter referred to as “ the Pledgors ”)

Party C: Beijing Hongdian Fund Distributor Co., Ltd.

In this Agreement, the Pledgee, Pledgors, and Party C are referred to individually as “ a party ”, and collectively referred to as “ parties ”.

Whereas:

1. The Pledgors hold 100% of Party C’s equity. Party C, a limited liability company registered in Beijing, China, is engaged in sales of funds, information service of the value-added telecommunications business (Internet information services only) (the service license will remain valid until June 14, 2021). The company shall select the operational items and operate business in accordance with laws; in the case of business categories subject to approval by competent authorities, it may carry out the approved items after such business has been approved; and shall not engage in the business activities prohibited or restricted in industrial policies in Beijing.) Party C acknowledges the respective rights and obligations of the Pledgee and the Pledgors under this Agreement and agrees to provide necessary assistance to register the aforementioned pledge;

Therefore, all the parties hereto agree to enter into this Agreement in accordance with the following terms and conditions.

1. Definition

Unless otherwise provided in this Agreement, the following terms shall have the following meanings assigned to them:

1.2 “ Pledged Equity ” refers to all the 100 % of Party C’s equity currently held by the Pledgors (more specifically, one Pledgor, HU Wei, holds 100% of the equity of Party C, representing RMB20 million Yuan of the registered capital); as well as additional mounts of contribution and dividends as are described under Articles 2.3 and 2.4 of this Agreement.

1.3 “ Term of Pledge ” refers to the term under Article 3 of this Agreement.

1.4 “ Project Agreements ” shall have the same meaning assigned to it in the preamble to this Agreement.

1.5 “ Contractual Obligations ” refers to all the contractual obligations of the Pledgors and Party C under this Agreement and the Project Agreements.

1.6 “ Secured Debt ” refers to obligations to pay and other obligations of Party C under the Exclusive Business Cooperation Agreement, as well as all the direct, indirect, derivative damages and loss of predictable benefits that the Pledgee may sustain owing to any breach of contract by the Pledgors and/or Party C (as defined below). The basis of the amount of such damages and loss includes but is not limited to reasonable commercial plans and profit forecasts of the Pledgee, the service fees to be paid by Party C under the Exclusive Business Cooperation Agreement (no less than RMB 20 million Yuan), as well as all the expenses incurred by the Pledgee to enforce the Contractual Obligations of the Pledgors and/or the Company.

1.7 “ Events of Default ” refers to any circumstances as are listed under Article 7 of this Agreement.

1.8 “ Notice of Default ” refers to the notices issued by the Pledgee under this Agreement declaring an event of default.

2. Pledge

2.2 The Pledgors undertake that they will be responsible for entering the equity pledge arrangements hereunder into the register of members of Party C.

3. Term of Pledge

3.2 The term of this Agreement shall terminate upon the full performance of all Contractual Obligations hereunder or the complete and full repayment of all the Secured Debt.

4. Custody of Equity Records

During the Term of Pledge under this Agreement, the Pledgors shall, within one (1) week after the conclusion of this Agreement, deliver the Register of Members recording the pledge hereunder to the Pledgee for safekeeping. The Pledgee shall keep such register throughout the Term of Pledge hereunder.

5. Representations and Undertakings by the Pledgors

5.3 Aside from the pledge, the Pledgors do not set any security rights or any other encumbrance on the Equity hereunder.

6. Undertakings and Further Consent by the Pledgors

6.1 During the term of this Agreement, the Pledgors hereby undertake to the Pledgee that the Pledgors shall:

6.4 The Pledgors hereby waive their preemptive right they may have when the Pledgee exercises the pledge.

7. Events of Default

7.1 The following circumstances shall be deemed as Events of Default:

7.1.1 Where Party C fails to pay in full the consultancy and service fees payable under the Exclusive Business Cooperation Agreement or breaches any other obligations of Party C under the Agreement;

7.1.2 Where Party C or the Pledgors violate any other Project Agreement;

7.1.4 The Pledgors and Party C fail to complete the equity pledge registration with the Registration Authority as is required by Clause 3.1 hereof;

7.1.5 Where the Pledgors or Party C violates any other term or condition of this Agreement;

7.1.9 Where the promulgation of any applicable law renders this Agreement illegal or makes it impossible for the Pledgors to continue performing their obligations under this Agreement;

7.1.12 Any other circumstance under which the Pledgee is unable to or may possibly be unable to exercise its right relating to the pledge.

8. Exercise of Pledge

8.2 The Pledgee may issue a Notice of Default to the Pledgors while exercising the pledge.

9. Transfer

9.2 This Agreement shall be binding on the Pledgors and the successor and the authorized transferees thereof, and it shall inure to the Pledgee and each of its successors and assignees.

10. Termination and Release of Pledge

11. Fees and Other Charges

12. Duty of Confidentiality

13. Governing Law and Dispute Resolution

13.1 The conclusion, effectiveness, interpretation and performance hereof as well as the resolution of disputes under this Agreement shall be governed by the laws of the People’s Republic of China.

14. Notice

14.4 Any party hereto may, by way of a notice to the other parties, change at any time its address for receiving such notice in accordance with this Article.

15. Severability

If one or more terms or conditions of this Agreement are found to be invalid, illegal or unenforceable in accordance with any law or regulations, the validity, legality or enforceability of the rest of this Agreement shall not be affected or prejudiced in any way. The parties hereto shall, through consultation in good faith, seek to replace such invalid, illegal or unenforceable terms or conditions with ones that are valid to the greatest extent possible permitted law and expected by the parties, and the economic effects of such valid terms and conditions be similar to those arising from the replaced invalid, illegal or unenforceable terms or conditions.

16. Appendixes

All the appendixes to this Agreement shall constitute an integral part of this Agreement.

17. Effectiveness

17.2 This Agreement shall be executed in three (3) originals in Chinese. Each original of this Agreement shall be of equal legal binding force.

Signature page to follow

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Party A:

Pintec (Beijing) Technology Co., Ltd. (Seal)

/s/Pintec (Beijing) Technology Co., Ltd.

Legal Representative: /s/WEI Wei

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Party B:

Founding Shareholder

HU Wei

Signed by: /s/HU Wei

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Party C:

Beijing Hongdian Fund Distributor Co., Ltd. (Seal)

/s/Beijing Hongdian Fund Distributor Co., Ltd.

Legal Representative: /s/HU Wei

Appendixes:

1. Register of Members of Beijing Hongdian Fund Distributor Co., Ltd.

Appendix I

Register of Members of Beijing Hongdian Fund Distributor Co., Ltd.

Dated: December 13, 2017

Name

Identity Card Number

Investment

HU Wei

Identity Card Number: *********************

Capital Contribution Certificate : No.1

Amount of Contribution: RMB 20 million Yuan, Proportion in Total Capital Contribution: 100.00%

The said 100.00% equity has been pledged to Pintec (Beijing) Technology Co., Ltd.

The Company:

Beijing Hongdian Fund Distributor Co., Ltd. (Seal)

/s/Beijing Hongdian Fund Distributor Co., Ltd.

Legal Representative: /s/HU Wei

Exhibit 10.19

Power of Attorney

This Power of Attorney (hereafter referred to as “ this Agreement ”) is entered into by and between the following two parties in Beijing, China, on the date of December 13, 2017:

Party A: Pintec (Beijing) Technology Co., Ltd.

Party B: HU Wei , Identity Card No.: *********************

In this Agreement Party A and Party B are referred to individually as “ one party/a party ” and collectively as “ parties ”.

Whereas:

Party B holds one-hundred percent (100.00%) of the equity (“ Party B’s Equity ”) in the Beijing Hongdian Fund Distributor Co., Ltd. (hereafter referred to as “ the Domestic-funded Company ”).

Now therefore: the parties hereby agree on the following terms and conditions:

In connection with Party B’s Equity, Party B hereby irrevocably authorizes Party A to exercise the following rights during the term of this Agreement:

Party A is hereby authorized as the sole agent and authorized person of Party B, to act on behalf of Party B on all matters relating to Party B’s Equity, including but not limited to:

1) to attend the shareholders’ meeting of the Domestic-funded Company;

The conclusion, entry into force, performance, modification, interpretation and termination of this Agreement shall be governed by the laws of the People’s Republic of China.

Any dispute arising from or relating to the interpretation or performance of this Agreement shall first be settled through friendly negotiation between the parties hereto. If the parties fail to agree on a settlement of such dispute within thirty (30) days after the submission by either party to the other party of the request for settlement of such dispute, either party hereto may refer the dispute to the China International Economic and Trade Arbitration Commission to be settled through arbitration in accordance with the rules of arbitration in force at that time. The seat of arbitration shall be Beijing and the language to be used in the arbitral proceedings shall be Chinese. The arbitration award shall be final, and shall be binding on both Parties.

This Agreement is executed in Chinese in two (2) original copies of equal legal effect and force. Each party hereto shall hold one (1) original.

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This page is the signature page of the Power of Attorney and there is no text on this page.

Party A:

Pintec (Beijing) Technology Co., Ltd. (Seal)

/s/Pintec (Beijing) Technology Co., Ltd.

Legal Representative: /s/WEI Wei

Party B:

HU Wei

Signed by: /s/HU Wei

Exhibit 10.20

“Jiequhua” Business Cooperation Agreement

Serial number:

Party A: Tianjin Quna Internet Finance Information Technology Co., Ltd.

Legal Representative/Person in Charge: LI Zhiyuan

Address: 17 th Floor, Viva Plaza, Building 18, Yard 29, Suzhou Street, Haidian District, Beijing, China

Contact Person: PANG Peitao

Telephone: ********************

Email: peitao.pang@qunar.com

Party B: Anquying (Shanghai) Investment Consulting Co., Ltd.

Legal Representative/person in charge: CHEN Bingqing

Address: 2 nd Floor, East Wing, Pacific Century Place, No.2A Gong Ti Bei Lu, Chaoyang District, Beijing, China

Contact Person: REN Ran

Telephone: ********************

Email: ran.ren@pintec.com

Party A and its affiliates operate “Jiequhua” (“ Jiequhua ”). Party B is a technology company providing smart credit service, which is based on intellectual intelligence, parametric modeling and block chain, etc., and Party B is qualified to provide such credit technical service to financial institutions. Party A and Party B, with the introduction of the Financial Parties (“ Financial Parties ”, each of the Financial Parties, “ Financial Party ”) cooperation with each other on “Jiequhua” project.

Thus, Party A and Party B, on the basis of free will, mutual benefits and good faith, in accordance with any applicable laws and regulations of People’s Republic of China, reach the following agreement through friendly negotiation on the “Jiequhua” project.

1. Content of Cooperation

Party A develops and operates product known as “Jiequhua,” which facilitates the borrowing-lending cooperation between the users and the Financial Parties. Party B intends to provide credit technical service to Party A. “Jiequhua” provides the borrower with the loan portal for applying the drawdown and repaying the loan. Party B assists the Financial Parties to dock to Party A’s interface, to complete the review and approval of credit granting and loan application procedures online, to calculate the repayment plan in accordance with the installment service fee rate provided the agreement concluded by and between the Financial Parties, notify Party A such repayment plan via data interface as well as demonstrate such repayment plan to borrower via “Jiequhua.” The Financial Parties shall determine on its own discretion whether to provide “Jiequhua” loan service to any user based on the user’s credit, and bear the corresponding loan risks. The parties agree, on this “Jiequhua” project conducted by Party A, Party B and the Financial Parties, Party A is entitled to charge Party B the technical service fee in accordance with the fees and settlement provided under this agreement.

2. Service Fee and Settlement

2.1 The parties hereto agree that in the cooperation hereunder and under the circumstance that Party B refers any Financial Party to Party A, Party B shall pay the following technical service fees to Party A in accordance with the provisions below. The statistical data involved in the fees shall be subject to the statistical results provided by the platform of Party A. Both Parties shall discuss and negotiate to enter into any supplementary agreement otherwise if any material change happed to any objective condition or there is any other issues not provided hereunder.

· Technical Service Application Fee. Party A charges certain technical service application fee (“ Technical Service Application Fee ”), for its technical service of introducing access to credits and providing loan portal for the applicants. The Technical Service Application Fee will be charged on the ground of times that Party B obtaining the relevant data provided by the applicant via the interface provided by Party A, for RMB *** per time. If the applicant is under either of the following situations, Party B does not have to pay Party A any fee on regaining the data of the applicant:

1. Party B has paid the technical service fee to Party A’s affiliates in a standard of RMB *** per person when the applicant applies for “Jiequhua” service before zero hour August 18, 2017;

2. Party B has paid the technical service fee to Party A in a standard of RMB *** per person when the applicant applies for “Jiequhua” service before zero hour May 1, 2017

· Repayment Technical Service Fee. Party A charges certain repayment technical service fee (“ Repayment Technical Service Fee ”) for its technical service of providing repayment portal to the applicants. Details of such charges are as following borrower:

Type of borrowers’ bank card		Fee Rate
Debit Card		***% x total repayment amount (The total amount of repayment shall be the total amount paid by the borrower, including but not limited to the principal + interest + penalty interest + early repayment interest)

· Borrowing Technical Service Fee. Party A charges certain borrowing technical service fee (“ Borrowing Technical Service Fee ”) for its technical service of facilitating the borrowing-lending cooperation between the applicants and the Financial Parties. The Borrowing Technical Service Fee will be charged on the basis of ***% of the daily loan balance. The loan balance on the first day of when the loan goes online (i.e. April 1, 2017) shall be the amount of loan offered on that day — the amount of principal repaid on that first day, the loan balance for the subsequent days: loan balance on the previous day + amount of loan offered on the current day — amount of principal repaid on the day — the increase in the value of bad assets. In the formula, the amount of bad assets refers to the amount of assets that borrowings on such assets has become overdue for more than 90 days, or amount of assets that are jointly identified by Party A and Party B as difficult to realize.

2.2 Settlement

In terms of the offer of loan, the loan shall be offered by the competent Financial Parties to a borrower who meets the requirements, and the loan funds shall be transferred directly to the bank account designated by the borrower.

The borrower must made repayments under the “Jiequhua” plan. After a repayment is made successfully, Party A will notify Party B and the competent Financial Parties of information on the repayment via the interface of the platform on a real-time basis. Party B shall assist such Financial Parties confirm and restore the borrowing limit as soon as practical, and shall notify Party A the updated borrowing limit and repayment schedule via the interface of the platform on real-time basis, while Party A shall notify the borrower its success of repayment and the updated information. Party A shall transfer the amount of the repayment made by the borrower to the bank account designated by the competent Financial Parties within one working day after it receives the repayment from the borrower.

The technical service fees under this Agreement shall be paid by Party B to Party A on a monthly basis. Party A shall circulate the account reconciliation files to Party B and the competent Financial Parties within the first five working days of the following month, which shall include the details of the technical service fees charged by Party A in the former month. Party B and the competent Financial Party shall check the files within five (5) working days after they have received such information. If Party B or the Financial Parties dissents with the files, it shall notify Party A in writing within five (5) working days after it has received such files, and provides the corresponding evidence. The three Parties shall work together to identify the cause and adjust to the actual data upon unanimous confirmation by all the parties. If no unanimous confirmation has been made after three parties’ investigation, the data required for such account reconciliation shall be subject to the data in Party A’s system. If no dissents has been proposed by Party B or the Financial Parties within 5 working days after the successful delivery, it is deemed that Party B and the Financial Parties confirm the account reconciliation. After the parties reconcile and confirm the accounts by way of emails sent and received through the email addressed below, Party A shall, within ten (10) working days after the completion of the account reconciliation, issue Party B with a special value-added tax (VAT) invoice. The amount of service fee specified by the invoice shall be identical with the actual amount of the service fee. Party B shall pay the corresponding amount of service fee to Party A’s designated collection account within five (5) working days (to be postponed in case of public holidays) after the date when Party B receives the VAT invoice that conforms to the requirements. If Party B fails to make any of the payments hereunder according to the agreed timetable, Party B shall pay to Party A a penalty fine for breach of agreement at the rate of 0.1% of the overdue payment per day.

2.3 The bank account information specified by Party A and Party B under this Agreement is as follows: information of Party A’s Designated Account

Name of Bank: ***

Name of Bank Account: Tianjin Quna Internet Finance Information Technology Co., Ltd.

Bank Account: ***

3. Governing Law and Dispute Settlement

3.1 This Agreement, including its execution, effectiveness, amendment, performance, dissolution, termination, interpretation and dispute arisen in relation to, shall be governed by and construed in accordance with the laws and regulations of the People’s Republic of China.

3.2 In the event of any dispute between the parties hereto relating to the performance of this Agreement, the parties shall, seek to resolve such dispute through amicable negotiation. Where such negotiation fails, any party hereto may refer the dispute to the competent court located in the executed venue of this Agreement (Haidian District, Beijing).

4. Miscellaneous

4.1 This Agreement shall come into force as of the date when it is signed by the legal representatives or authorized representatives and sealed with the official seal or the contractual seal of all parties hereto.

4.2 For any other issues not provided under this Agreement, The parties hereto may conclude a supplementary agreement through proper consultation and on mutual agreement. Any supplementary agreement to this Agreement constitutes a valid part of this Agreement, which have the same legal effect. If any inconsistency occurs between this Agreement and the supplementary agreement, the supplementary agreement shall prevail.

4.3 The charges criteria provided under this Agreement shall be effective for any commercial transactions since April 1, 2017.

4.4 This Agreement shall be executed in two(2) identical copies of equal legal force, with one(1) copies for each party.

(No provisions but signature page below.)

Party A: Tianjin Quna Internet Finance Information Technology Co., Ltd. (seal)

/s/ Seal of Tianjin Quna Internet Finance Information Technology Co., Ltd.

Date: April 3, 2018.

Party B: Anquying (Shanghai) Investment Consulting Co., Ltd. (seal)

/s/ Seal of Anquying (Shanghai) Investment Consulting Co., Ltd.

Date:

Exhibit 10.21

Agreement No.:

Naquhua Business Cooperation Agreement

Party A: Anquying (Shanghai) Investment Consulting Co., Ltd.

Legal representative: HAN Jiading

Registered Address: Room 309-B, No.89 Yunling East Road, Putuo District, Shanghai

Contact: CAI Shujun

Tel: ***********

Party B: Xi’an Quxie Financial Services Co., Ltd.

Legal representative: YANG Miao

Registered Address: A2402-40, Block B, Kairui Building, Mingguang Road, Economic and Technological Development Zone, Xi’an

Contact: HAO Xinhua

Tel: ***********

Naquhua Business Cooperation Agreement

December 25, 2017

This Agreement was signed on December 25, 2017 in Haidian District, Beijing .

Whereas:

Party A is a personal credit technology service company that is qualified to work with a number of financial institutions to provide credit-related technical services.

Party B is a limited liability company established in accordance with the law of the People’s Republic of China. Party B and its affiliates (collectively “Party B” under this Agreement), together with other cooperative institutions, develop and operate the Naquhua products and jointly provide the online travel finance services to Users.

In order to give full play to the advantages of both Party A and Party B in their respective fields and jointly promote the in-depth cooperation in the field of Internet finance, both parties, based on the principle of mutual benefit, win-win outcome and harmonious development as well as on the basis of voluntariness, equality and integrity, reach the following agreement through amicable consultation on the “Naquhua” cooperation issues and promise to strictly abide by the following regulations and assume their respective rights and obligations.

Chapter I Definition of Terms

Unless otherwise expressly stated in the text of this Agreement, the terms used in this Agreement are defined as follows:

1.1 Naquhua: refers to the product that provides credit service to Users based on consumer scenarios developed and operated by Party B. Party B has the right to adjust the marketing name of the product from time to time and apply the cooperation under this Agreement to the new marketing name without obtaining the consent of Party A separately.

1.2 Naquhua platform: refers to all platforms and/or applications embedding in Naquhua which can use Naquhua for consumption payment, including but not limited to Qunar.com (www.qunar.com), Ctrip (www.ctrip.com) and other platforms and/or applications. Party B has the right to adjust the access to Naquhua from time to time. Party B shall obtain Party A’s consent before creating any additional access to Naquhua, and the two parties do not need to sign a cooperation agreement separately.

1.3 User: refers to individual Users who register in Naquhua platform, are at the age of 22 years and above, accept the Naquhua User Agreement , agree to use Naquhua services and have completed the bank card binding procedure.

1.4 Using Naquhua for payment: refers to the activity using Naquhua as a payment method so as to enjoy deferred payment or installment service provided by Naquhua when Users buy goods or accept services on the Naquhua platform from the merchants.

1.5 Credit Limit: refers to the maximum credit limit that is ratified by the Service Provider based on the information provided by the User and the legally obtained data and can be recycled by the User.

1.6 Consumption: refers to the activity in which the User buys goods or accepts services and makes payment on Naquhua platform.

1.7 Consumption principal: refers to the corresponding amount of the consumption which is on the Naquhua platform and definitely needs to be paid by the User (based on the order generated on the Naquhua platform).

1.8 Consumption accounting day: refers to the date on which the User uses Naquhua for payment; the consumption accounting day is subject to the electronic information generated by Naquhua.

1.9 Account period: refers to the period from the consumer billing date to the due payment date. In the delayed payment mode, the account period refers to the consumer billing date to the latest payment date promised by the User (up to 30 days); in the installment mode, the account period refers to the consumer billing date of each payment to the date of payment of the latest payment.

1.10 Due date of payment: the latest date on which the User should pay. In the delayed payment mode, the due date of payment is the latest payment date promised by the User. Under the installment mode, the due date of payment is the latest date of each payment.

1.11 Deferred payment: refers to a payment method by which a User promises to pay the full amount of his/her consumption principal on or before the date confirmed by the User when using Naquhua.

1.12 Delayed payment period: refers to the actual days between the payment date and payment due date when the User chooses to postpone the payment. The Service Provider will conduct the comprehensive assessment based on the User’s credit status, but such maximum period may not exceed 30 days.

1.13 Installment: refers to the payment method of which the User divides the consumption principal into a number of payments, and the Service Provider charges fees in accordance with the provision thereof.

1.14 Number of Installments: refers to the number of month that the User chooses to pay installments, such maximum may not exceed 12 months.

1.15 Service fee: refers to the service fee that the User has to bear and pay to the Service Provider when they choose using Naquhua. The service fee rate shall be calculated by Party A according to the User’s risk and suggestions made therefrom will also be provided to the Service Provider. At the discretion of the Service Provider, Party B will show the User the corresponding service fee amount and rate when the User applies for the Naquhua payment account.

1.16 Service provider: refers to an organization that has the ability and qualification to issue loans over the Internet or to provide Users with installment services based on factoring business. Party A and Party B will sign the Naquhua Cooperation Framework Agreement with the actual Service Provider separately as an attachment to this Agreement.

Chapter II Cooperation Issues

2.1 Party A and Party B jointly carry out Naquhua business cooperation for personal online travel products together with the Service Provider through their respective technical capabilities. Party A and Party B should employ the Naquhua platform, together with the Service Provider, to complete the online credit rating system transformation and development.

2.2 Based on the real transaction of the User on the Naquhua platform and solely decided by the Service Provider whether to provide Users with installment services by means of accepting the creditor’s right or entrusting payment for consumer loans. Party A shall provide technical services and assist the Service Provider to carry on the evaluation of the credit limit and the calculation of the service rate for the reference of the Service Provider. User repayment method is divided into delayed payment (up to 30 days) and installments; as for installments, the User pays the installment service fees or interest to the Service Provider.

2.3 If the User who uses Naquhua for payment fails to repay the consumption principal and/or service fee on time within the account period, Party B shall provide necessary assistance to the extent permitted by law and authorized by the User when the Service Provider collects debts independently or entrusts Party A to do so. However, neither Party A nor Party B shall bear the risk of overdue or bad debts of accounts receivable.

Chapter III Target Users

3.1 User Screening: The User screening rules are formulated by the Service Providers themselves and Party A shall provide the necessary assistance. Party B selects the target Users who meet the criteria according to the User screening rules, and Party A will deliver the information of different Users and the risk assessment suggestions to the corresponding Service Providers according to the specific needs of different Service Providers. Party A shall ensure that the delivery range of User information is controlled within a reasonable and necessary degree. Party B shall ensure that the target User has undergone the real-name authentication. Party B shall ensure the authenticity of the identity of the target User and guide the User to complete the bank card binding procedure or other payment methods for collection and repayment through the platform account of Party B. Party B shall urge Naquhua platform to ensure that the target User and services providers of the target User have not conduct batch registration, batch authentication, peer accounts, cash out, transaction cheating, abnormal consumption, false orders, high frequency orders, high frequency chargeback and other frauds or risks on Naquhua platform. Party B shall also assist the target User in signing the corresponding documents meeting the requirements of Party A and Service Providers after the target User completes logging in and identity verification.

3.2 User marketing: both parties agree that Party B will screen out eligible Users for marketing according to User screening rules, and the marketing plan shall be agreed upon by both parties. Party B shall be responsible for the specific marketing work. Marketing methods include, but are not limited to, text messages, telephone calls and emails. Where Party B and its employees conduct marketing to the target User, the consent or request of the information receiver shall be obtained as a precondition. Party A shall have the right to collect and store the User’s information under the

authorization of the User, and may, after informing Party B, use the information for the marketing of Party A’s other products within the User’s authorization.

3.3 Information provision: Party B shall provide Party A with the User’s identity information, including but not limited to ID information, consumption statistics, etc. to the extent permitted by the law and authorized by the User.

Chapter IV Business Process

4.1 Users who apply for Naquhua payment shall provide their true information and other related materials in accordance with the business rules and corresponding process requirements of Naquhua and authorize Party A and Party B to collect, keep and use their personal information and related comprehensive credit information through legal means.

4.2 Party A may conduct risk assessment on the User according to the information provided by the User and other information collected by Party A, and provide the Service Provider with the credit limit for the reference of the Service Provider.

4.3 The User may choose two payment methods, that is, the deferred payment or installment payment when using Naquhua for payment, and the application of using Naquhua for payment submitted by the User shall be regarded as the valid service offer to the Service Provider.

4.4 Party A shall, according to the specific requirements and actual conditions of the Service Provider, deliver the User information and risk assessment suggestions to the corresponding Service Providers. If a Service Provider refuses to provide Naquhua service for the User, Party A may assign the User to other Service Providers. Party A shall ensure that the delivery range of User information is controlled within a reasonable and necessary degree. If the Service Provider agrees to provide the service, Party A shall assist the Service Provider to issue an instruction to Party B. Party B shall make the corresponding creditor’s mark according to the instructions of the Service Provider and Party A in the Naquhua system.

4.5 If the User chooses the deferred payment, he/she only needs to pay the service repayment principal on or before the due date; if the User chooses the installment payment, he/she may apply for the monthly installment of the consumption principal (up to 12 installments), and shall pay the Service Provider appropriate interests and service fees. Party B shall take full advantage of the Naquhua platform to display to the User the above interests and service fees. Party A shall generate repayment schedule and feedback it to Party B based on the consumption principal in accordance with the service period, service rate approved by the Service Provider, and Party B will display to the User the said through the Naquhua platform.

4.6 The User’s single expense account period shall commence from the consumer billing date. Both parties agree that if the Service Provider is a commercial factoring company, Party A and Party B shall assist the Service Provider to complete the assignment of the receivables arising from the credit sales on the Naquhua platform within the account period, provided that the Service Provider shall cooperate with the Naquhua Platform and meet the requirements of the merchants to sign the necessary documents. Party B shall assist the factoring company to obtain the authorization of

the merchants who open the “Naquhua” business and agree to transfer their receivables to the factoring company and inform the User in an appropriate manner that they have transferred the receivables to Party A.

4.7 Party A shall assist the Service Provider to pay the designated account of Party B for settlement with the merchant on the day next to the consumer billing date by paying the consideration of the receivable or the consideration of the loan issued to the User.

4.8 Party B shall inform the User that the User can only repay the Service Provider through Naquhua, and Party B shall pay the full repayment to the designated account of the Service Provider the next day after receiving the repayment (including the principal, interests, service fee, etc.) from the User. After the repayment of the User is completed, Party B shall inform Party A and the Service Provider of the User repayment. Party A shall assist the Service Provider to confirm and resume the User’s credit limit promptly, and shall promptly send back the updated credit limit and the new repayment schedule to Party B.

4.9 Users who apply for early settlement of all or part of the principal shall pay the corresponding service fee. If Users return all or part of the goods, the refund shall be determined by Naquhua platform or in accordance with the designated policies of the merchants. Party B shall pay the full refund of the merchant to the account of the Service Provider or the designated account of Party A. Party A shall be responsible for coordinating the settlement between the Service Provider and the User, restoring the corresponding credit limit of the User and generating a new repayment schedule which shall be displayed to the User by Party B.

4.10 If there is no other agreement, and the User makes partial repayments, and Party B shall offset it according to the liquidated damages (if any), the service fee or interest, and the principal of consumption.

4.11 When the User repayments are overdue, the Service Provider will initiate the collection work or entrust Party A to collect repayment from the User. Party B shall assist the Service Provider and Party A’s collection work and provide the necessary User information and relevant materials so as to facilitate the collection work.

Chapter V Declaration and Guarantee

5.1 Declaration and guarantee of Party A

5.1.1 Party A is a legally established and existing limited liability company, Party A has the appropriate technical qualifications and ability to collaborate with the Service Provider to provide Users with the Naquhua services under this Agreement.

5.1.2 Party A is not responsible for accepting complaints from Users on the consumption, platform services, purchased products and service quality of the Naquhua platform, but it can assist the User to contact Party B.

5.1.3 The trademark, LOGO, business name or related patterns and combinations thereof provided by Party A to Party B shall only be used by Party B for the purposes specified in this Agreement. Party A does not grant Party B any right to use the

trademarks, LOGO, business names or related patterns and combinations thereof in any manner unless otherwise authorized in writing by this Agreement.

5.1.4 Party A shall assist the Service Provider and provide the special data list required for the completion of the business to Party B for inquiry through the data interface as well as adopt such security measures as special line communication and message encryption to conduct management.

5.1.5 Party A shall guarantee that the interface service is stable and inform Party B 1 working day in advance before the system upgrade or downtime maintenance, and such upgrade and maintenance tasks will be implemented upon Party B’s confirmation. Party A will cease providing the services under this Agreement during system maintenance.

5.1.6 After the applicant completes the credit limit application and signs the Naquhua Service Agreement (the content of which is reviewed and approved in written by the Service Provider), the Agreement with respect to the Naquhua products signed by the User and the Service Provider shall not be modified without the written consent of Party B.

5.1.7 Party A shall ensure that the changes to the business rules, interface documents and system technical logic related to the Naquhua products shall be promptly delivered to Party B and confirmed by Party B before proceeding.

5.1.8 Without the consent of Party B, Party A shall ensure that the transaction information between the User and the Service Provider will not be leaked to any third party other than Party A, Party B and the relevant Service Provider.

5.1.9 Party A shall, upon receiving the information of the applicant provided by Party B, complete the evaluation of the qualification of the applicant in a timely manner according to the methods and procedures approved by Party A and Party B, and submit the evaluation suggestion (including credit limit, amount, service rate, term and other factors) feedback to the Service Provider, and upon the approval of the Service Provider, assist the Service Provider to feedback such information to Party B.

5.1.10 Party A shall provide the basic information and funds demand of the User for the Service Provider in a real time manner and shall be responsible for providing the User with repayment management service without Party B’s interference. Party A shall ensure that the delivery range of User information is controlled within a reasonable and necessary degree.

5.1.11 Party A shall conduct a basic review of the Service Provider to ensure that the Service Provider has the ability and qualification to provide the User with installment consumption services.

5.2 Declaration and guarantee of Party B

5.2.1 Party B is an enterprise legally registered in the State Administration for Industry and Commerce and is authorized to conduct the business under this Agreement.

5.2.2 Party B has established an effective test mechanism of external attack detection and the business processing server shall be set within the territory of the People’s Republic of China. If it is set up outside the country, the facilities and equipment that can record and store business transaction data shall be set up in the People’s Republic of China. In case of a legal dispute, the said facilities and equipment shall meet the requirements of investigation and evidence collection by the Chinese judiciary.

5.2.3 Party B shall ensure that the password authentication used by Party B in the system of Party B is a reliable electronic signature and Party A can determine the User’s identity and instructions accordingly.

5.2.4 Party B shall ensure that the interface documents and business data provided by Party A shall be kept confidential and shall not be divulged. When using the interface services provided by Party A, Party B shall comply with the specifications and instructions of the interface documents, and shall not use the interface for business processes beyond the descriptions of the interface documents; if there is any objection to the interface document, such objection must be proposed in advance.

5.2.5 Party B shall deduct the User’s repayment funds according to the instructions of the Service Provider and Party A. When the instruction of the Service Provider conflicts with that of Party A, the instruction of Party A shall prevail. Party B shall not take any responsibility for disputes between Party A and the Service Provider.

5.2.6 Party B promises not to disclose the transaction information between the User and Party A to any third party other than Party A and the Service Provider (other than Party B’s affiliates and the necessary third parties providing the service) .

5.2.7 Party B guarantees that the interface service provided by the Party B is stable. Party A shall be notified in advance before carrying out system upgrade, commissioning or downtime maintenance and only upon the confirmation of Party A, may the upgrade and maintenance tasks be implemented.

5.2.8 Party B shall use a unified service telephone, domain name, SMS number, etc. as far as possible. Party B shall specify the legal channels for the User to initiate the business, the handling of contingencies, and the contact information in the agreement signed with the User.

5.2.9 Party B shall, in accordance with the request of Party A, fully display to the User the contents of the Naquhua Service Agreement confirmed in writing by Party A and the Service Provider, informing the User of the possible consequences and risks of default.

5.2.10 Party B is not responsible for accepting complaints from Users on issues such as consumption, platform services, purchased products and service quality of the Naquhua platform, but Party B may assist the User in contacting the Naquhua platform or the merchant.

Chapter VI Rights and Obligations of the Parties

6.1 Rights and Obligations of Party A

6.1.1 Party A shall send to Party B the basic information (including but not limited to the business licenses, business scopes, relevant qualifications and certificates) of the Service Providers as per the requirement of Party B prior to the commencement of the cooperation hereunder. When adding a new Service Provider, Party A shall supply the basic information of such Service Provider as per the requirement of Party B for Party B’s review.

6.1.2 Party A shall be entitled to require Party B to supply the relevant records of consumption and settlement results of payments of the Users making payments with Nuquhua at its online store within the authorizations of Users, which will be used by Party A to assess the risks of the Users.

6.1.3 Party A shall be entitled to accept the entrustment by the Service Providers to and, as per their requirements, conduct the collection works against the specific overdue Users, and require Party B to render necessary assistance. Party A undertakes that it shall not make collection by such means as using violence, intimidation, insult, libel or harassment.

6.1.4 Party A shall be entitled to require Party B to fairly treat the Users consuming at its online store by using the payment method “Nuquhua”.

6.1.5 Party A shall be obligated to cause the Service Providers to timely pay the consideration for acquiring the accounts receivable to the merchants at Party B’s platforms or advance the consideration for the commodities or services to the merchants at the Nuquhua Platform.

6.1.6 Party A shall be entitled to unilaterally decide to suspend or terminate the services of Nuquhua hereunder for and on behalf of the Service Providers without any liability for breach; if Party A has evidence to prove that Party B conducts acts of batch false or fraudulent transactions via the accounts of the merchants at the Nuquhua Platform or other acts maliciously impairing the interests of Party A or the Service Providers.

6.1.7 Party A shall be entitled to adjust or cease the newly added business scale of “Nuquhua” hereunder (including but not limited to requiring Party B to enlarge or reduce the number of Users to be pushed or assist the Service Providers in changing the standards for the application qualifications of the newly added Users) and notify Party B within 15 business days prior to such adjustment.

6.1.8 Party A will agree with the Service Providers on the supply of technical services of credit loans and the receipt of fees from the Service Providers, and Party B shall not interfere.

6.1.9 Party A shall assume the responsibilities for keeping confidential all information regarding Party B and the Users received during the cooperation. Party A undertakes that the personal information, credit data and transaction information regarding the Users received from Party B during the cooperation of business may only be used for the purpose of the cooperation hereunder to the reasonable and necessary extent. Without the written consent of Party B and authorizations of the Users, Party A and its staff shall not supply to any third party or use any relevant information for any purpose other than the purpose agreed herein, and shall not illegally sell or purchase, or spread or otherwise reveal the information of the Users.

6.2 Rights and Obligations of Party B

6.2.1 Party B shall keep confidential and shall not reveal the materials supplied by Party A unless otherwise provided herein.

6.2.2 Party B shall, as per the requirement of Party A, complete the development of the interface connecting the system of Party B and the system of Party A.

6.2.3 Party B shall, as per the requirements of Party A and the Service Providers, present to the Users such contracts as required to sign and repayment schedules under the services of “Naquhua”, and remind the Users of such circumstances as the change to the repayment schedules by messages, in-station letters and other means.

6.2.4 Party B shall display the LOGO of Party A at such places on the pages of Party B’s platform as agreed by the parties so as to facilitate the applicants to use the services of “Naquhua”.

6.2.5 Party B shall be entitled to, by combining the actual circumstances of the development of the business of Naquhua, adjust the partial or entire functions of Naquhua, and maintain and update the access channels, various usage functions, service scope and procedures and etc. of Naquhua.

6.2.6 Any personal information regarding the Users supplied by Party B to Party A due to this cooperation, without the consent of the Users, shall not be used by Party A for any purpose other than for the provision of the services of “Naquhua” to the Users, otherwise, Party A shall solely assume the consequences arising therefrom including all direct losses incurred by Party B as a result of the complaints lodged by the Users against Party B.

6.2.7 Party B will not assume the overdue or bad debt risks of accounts receivable after the Users apply for the services of “Naquhua”.

6.2.8 Party B shall transfer the repayment funds of accounts receivable to the corresponding bank accounts as per the instructions of Party A and the Service Providers. The instructions of Party A shall prevail in case of conflict between the instructions of Party A and the Service Providers, and Party A shall independently assume the disputes and issues arising therefrom between it and the Service Providers.

Chapter VII Payment of Fees

7.1 Application Technical Service Fee

With respect to the Users activated and applying for making payments by using Naquhua via Qunar.com after August 18th, 2018, Party A shall pay Party B the application technical service fee as per the standard of *** Yuan for each first consuming client.

With respect to the Users applying for making payments by using Naquhua via Ctrip.com, Party A shall pay Party B the application technical service fee respectively for each User to be activated and when each activated User first consumes as per the following standards for fee:

Amount of Funds Brought about by Party A in the Previous Month (Unit: ten thousand Yuan)		Application Technical Service Fee (each client)
***		***
***		***
***		***
***		***
***		***

7.2 Marketing Technical Service Fee:

With respect to the Users making payments by using Naquhua via Qunar.com, Party B will charge the marketing technical service fee as per the following standards:

The parties will make the statistics of the proportion of installments for calendar months (the proportion of installments = the amount of services corresponding to the method of repayment by installment selected by the Users ÷ the aggregate amount of services for the Users making payments by using Naquhua via Qunar.com), and if the proportion of installments for the previous month is less than *** %, then Party B will not charge the marketing technical service fee for the current month; and if the proportion of installments for the previous month equals to or is more than *** %, then the marketing technical service fee for the current month = the interest actually paid by the Users to the Service Providers cooperating with Party A for the current month (including the service fee for installments) ´ *** %.

With respect to the Users making payments by using Naquhua via Ctrip.com, the marketing technical service fee payable by Party A to Party B shall be the interests actually paid by the Users to the Service Providers cooperating with Party A for the current month (including the service fee for installments) * the proportion of service fee. The proportion of service fee is listed as follows:

Proportion of Newly Added Assets of Installments (as per the proportion in the amount of loans made)		Proportion of Marketing Technical Service Fee
***		***
***		***
***		***
***		***
***		***

7.3 Settlement of Users Repayment Technical Service Fee

With respect to the Users making payments by using Naquhua via Qunar.com, Party A will bear the corresponding technical service fee when the Users conduct the repayment operation on the due dates for payment. Party B agrees to charge the repayment technical service fee by giving a discount in accordance with the scale of funds provided by the Service Providers for each month; the specific proportions are listed as follows:

Amount of Funds provided by the Service Providers for the Previous Month (ten thousand Yuan)	Proportion of Discount in the Repayment Technical Service Fee	Standards for the Repayment Technical Service Fee
***	***	***
***	***	***
***	***	***
***	***	***
***	***	***

Such service fee will not be charged with respect to the orders of Users the amount of a single payment of which equals to or is less than *** Yuan.

With respect to the Users making payments by using Naquhua via Ctrip.com, Party A will bear the corresponding technical service fee when the Users conduct the repayment operation on the due dates for payment; the standards for such fees are listed as follows:

Type of Bank Card of Served User

Rate of Fee

Debit card / credit card

*** % ´ the aggregate amount of repayments

(the aggregate amount of repayments refers to all sums paid by the Served Users, including but not limited to the principal of repayments + service fee + liquidated damages)

Such service fee will not be charged with respect to the orders of Users the amount of a single payment of which equals to or is less than *** Yuan.

7.4 Settlement

Party B will, prior to the fifth day of each month, inform Party A of various technical service fees accruing in the previous month; Party B shall issue a formal invoice bearing the corresponding amounts and items after Party A confirms that such fees are correct; Party A will pay such technical service fees to the account designated by Party B under Clause 7.7 hereof within 10 business days after receipt of the aforesaid invoice. If disagreeing with the

data, Party A shall notify Party B in writing and provide the evidence related thereof within 5 business days after receipt of the document of account reconciliation; the parties shall cooperate to ascertain the reason, and after they confirm their agreement, the adjustment will be conducted based on the actual data. If they fail to reach an agreement after the investigation, the results of statistics made by Party B shall prevail.

7.5 Settlement Banks of Party A and Party B

The account information of Party A is listed as follows:

Account name of Party A: Anquying (Shanghai) Investment Consulting Co., Ltd.

Bank name of Party A: China Merchants Bank, Shanghai Branch

Bank account number of Party A: ***************

The account information of Party B is listed as follows:

Account name of Party B: Xi’an Quxie Financial Services Co., Ltd.

Bank name of Party B: China Guangfa Bank Co., Ltd., Xi’an Branch, Department of Business

Bank account number of Party B: ***************

Chapter VIII Confidentiality

8.1 Unless otherwise provided herein, each party hereto shall keep confidential the technical data, trade secrets, information of development, plans of products, services and lists of clients of the other party and its affiliates, and clients, suppliers and their lists, software, development, inventions, software, formula, technology, design, drawings, engineering management, information of hardware configuration, information of personnel, marketing, finance and other information of business it has access to, becomes aware of or acquires due to this Agreement or the factors related to this Agreement.

8.2 Each party agrees that at any time during the negotiation and formation of this Agreement, during the term of this Agreement and after the termination of this Agreement, without the prior written consent of the other party, it shall not disclose or reveal the details of the business cooperation regarding this cooperation or any confidential information of the other party to any natural person, legal person or other organizations.

8.3 Such obligations of confidentiality shall survive the invalidity, early termination, discharge or impracticability of this Agreement.

Chapter IX Liabilities for Breach and Disclaimer

9.1 Party A shall pay Party B the late fee amounting to ***% of the overdue sum for each overdue day if failing to pay any sum to Party B.

9.2 Party B shall be entitled to immediately terminate this Agreement if Party A or its staff uses the personal information (including but not limited to such information as the names, identity card numbers, contact methods and bank card numbers of the Users) or credit data of the Users in violation of the regulations of the laws or the provisions hereof, or without the consents of Party B and the Users, sends messages to the Users or push and lead them to download app, receive pocket money and open accounts or conducts acts of marketing and promotion to the Users in any manner, or Party A violates the provisions under Clause 6.1.3 or Clause 6.1.9 hereof. At the same time, Party A shall settle the disputes arising therefrom, including but not limited to the legal actions or administrative penalties related thereof initiated by the third parties or relevant administrative agencies against Party B or its affiliates. If Party B or its affiliates firstly assume the legal liabilities to the third parties or undertake the penalties imposed by the administrative agencies, Party A shall assume the joint and several liabilities for indemnifying all direct losses incurred by Party B and its affiliates (including but not limited to any direct losses, indirect losses, relevant lawyers’ fee and fees of investigation). Prior to the settlement of such disputes, Party B or its affiliates shall be entitled to suspend the payment or refund all fees for the cooperation with Party A, and may deduct therefrom the aforesaid liquidated damages and indemnities.

9.3 Party A, Party B or the Service Providers will not assume to each other any liability for breach or indemnity if not able to normally operate due to the occurrence of any of the following circumstances and resulting in the failure to provide the services of products to Party B or failure to timely provide the services of payment settlement hereunder; such circumstances include but are not limited to:

(1) during the maintenance of service networks;

(2) the inability to transmit data due to the malfunction of telecommunication equipment;

(3) the failure of Party A to timely complete the payment due to the bank;

(4) the inability to conduct the business due to the malfunction of the system caused by typhoon, earthquake, seaquake, flood, interruption of supply of electricity, war, terrorist attack or other force majeure;

(5) the interruption or delay of services due to hacker attack, or technical adjustment or malfunction or upgrading of networks of the telecommunications sector or other relevant agencies or enterprises or public institutions which are relied on by Party A in terms of the information technology, or problems on the part of banks.

After the occurrence of a circumstance provided under this clause, Party A shall conduct the relevant payment settlement to Party B pursuant to the provisions under Chapter 7 hereof not later than the 10th business day after the disappearance of such circumstance. Otherwise, Party A shall pay Party B the late fee amounting to *** % of all sums which shall be settled for each overdue business day.

If it’s necessary to cease this cooperation of “Naquhua” business due to the occurrence of such circumstance, the parties shall negotiate to reach an agreement for

jointly terminating this cooperation to the user companies and jointly deal with the consequences of this cooperation appropriately, and the disputes with the Users arising therefrom shall be jointly assumed by the parties.

9.4 If Party A fails to provide the agreed services due to the promulgation of or change to ordinances or policies by the competent national authorities during the term of this Agreement, it will not be deemed to constitute a breach, and the parties may amend the contents of this Agreement or terminate this Agreement in advance in light of the relevant ordinances or policies.

Chapter X Notices and Service

10.1 Any notice, requirement or letter made or sent by any party hereunder shall be delivered or sent to the other party in writing (including such means as email); the contact information of the relevant parties is listed as follows:

Party A: Anquying (Shanghai) Investment Consulting Co., Ltd.

Contact person: Cai Shujun

Tel: ***********

Email: ****************

Office address: F2 Pintai, East Gate, Yingke Center, Workers’ Stadium North Road, Chaoyao District, Beijing

Party B: Xi’an Quxie Financial Services Co., Ltd.

Contact person: Hao Xinhua

Tel: ***********

Email: ****************

Office address: F17, Weiya Building, No. 29 Suzhou Street, Haidian District, Beijing

10.2 Any notice, requirement, instruction or other documents shall be made in writing and shall be deemed to have been served:

(1) when signed and received by the receiving party if sent by hand.

(2) when the transmission system of the sending party confirms that the transmission is successful if sent by fax or other wire transmission (the receipt is confirmed) methods.

(3) on the third day after having been posted if sent by a prepaid registered mail within a same city, or on the fourth day after having been posted if sent to other places of the country, or on the fifth day after having been posted if sent to Hong Kong, Macao or Taiwan region, or on the seventh day after having been posted if sent overseas to other countries or regions.

(4) on the second day after having been sent if sent by an express mail through express courier within a same city, or on the third day after having been sent if sent to other places of the country, or on the fourth day after having been sent

if sent to Hong Kong, Macao or Taiwan region, or on the sixth day after having been sent if sent overseas to other countries or regions.

10.3 If any party does not provide in advance or supplement its correspondence address and/or addressee to the other party, or its correspondence address provided in advance is erroneous, or there is delay or loss occurring during the post, the other party will not assume any liability for such delay or non-delivery.

Chapter XI Miscellaneous

11.1 The parties and their affiliates shall strictly comply with the relevant laws and regulations applicable to them for the performance of this Agreement, including but not limited to the laws and regulations regarding anti - corruption and self-discipline. The parties confirm that the act of either party violating the foregoing provisions shall be deemed as a breach and the other party shall be entitled to require it to timely rectify, report to the competent regulatory authorities and terminate this Agreement. If the breach of either party causes impairment to the other party, it shall indemnify the losses.

11.2 This Agreement shall become effective at zero hour of December 26th, 2017 and remain valid until August 31st, 2020. After its expiry, this Agreement will be automatically renewed for one year if the parties do not raise objection in writing, or if either party raises objection, it may notify the other party in writing 30 days prior to the expiry of this Agreement that the Agreement will be terminated upon its expiry or a new agreement will be executed separately. This Agreement may be renewed for couple of times provided that the term for each renewal does not exceed 12 months.

11.3 This Agreement and the schedules hereto constitute the entire agreement between the parties with respect to the subject matter hereunder and shall supersede all previous discussions, negotiations and agreements between the parties with respect to the subject matter hereunder.

11.4 This Agreement is made in duplicate of the same legal effect, with Party A and Party B respectively holding one.

11.5 The parties may execute supplementary agreements on the matters not defined herein, and such supplementary agreements will be the integral part of this Agreement.

11.6 Any dispute arising during the performance of this Agreement shall be firstly settled through the amicable negotiation between the parties; if such negotiation fails, either party may initiate a lawsuit to the People’s Court having jurisdiction in the place where this Agreement is executed (Haidian District, Beijing).

(The remainder of this page is intentionally left blank)

(This page bears no text and is only for signatures)

Party A: Anquying (Shanghai) Investment Consulting Co., Ltd. (seal)

/s/Anquying (Shanghai) Investment Consulting Co., Ltd.

Date:

Party B: Xi’an Quxie Financial Services Co., Ltd. (seal)

/ s/Xi’an Quxie Financial Services Co., Ltd.

Date: December 25th, 2017

Exhibit 10.22

Supplemental Agreement (I) to Naquhua Business Cooperation Agreement

Contract No.:

Party A: Anquying (Shanghai) Investment Consulting Co., Ltd.

Legal Representative: Chen Bingqing

Registered Address: Room 309-B, No. 89 East Yunling Road, Putuo District, Shanghai

Contact Person: Cai Shujun

Telephone: ***********

Party B: Xi’an Quxie Financial Services Co., Ltd.

Registered Address: A2402-40, Tower B, Kairui Tower, Mingguang Road, Econom ic and Technological Development Zone, Xi’an

Contact Person: Ceng Xinyuan

Telephone: ***********

WHEREAS : Party A and Party B entered into the Naquhua Business Cooperation Agreement on December 25, 2017 (the “ Master Agreement ”), prescribing that both Parties cooperate with each other to carry out the “Naquhua” business. NOW THEREFORE, on the basis of voluntariness, equality and mutual benefits, and upon sufficient negotiation between Party A and Party B, both Parties hereby reach the following supplemental agreement (this “ Agreement ”) based on the Master Agreement:

1. Unless otherwise prescribed by this Agreement, terms of this Agreement shall have the same meaning given to such terms in the Master Agreement. Terms that have not been defined or prescribed in this Agreement and the Master Agreement shall be interpreted in accordance with the relevant laws, regulations and the industry practice.

2. Both Parties agree to amend Sections 7.1, 7.2 and 7.3 of Chapter 7 prescribed under the Master Agreement into the following provisions:

Section 7.1 of the Master Agreement shall be amended as: “When the User recommended by Party B to Party A activates and uses for the first time Naquhua business for payment and if Party B provides Party A with the credit support with respect to such User, in such case, Party A shall pay Party B the Technical Service Fee at the standard of RMB ***/person.”

Section 7.2 of the Master Agreement shall be amended as: “With respect to the relevant technical services for the repayment interface provided by Party B to the applicant, Party A shall pay Party B Technical Service Fee at the agreed rate of *** % by taking the User’s amount of each repayment (i.e. the total amount repaid by the User, including but not limited to the expenditure principal and interest thereon, service fee and default interest, or overdue penalties and other expenses) as the base”

The Technical Service Fee prescribed in Sections 7.1 and 7.2 shall not be offset by each other and shall be cumulatively calculated, and the basis of settlement shall be subject to the data confirmed by both Parties at the time of checking account pursuant to Section 7.4 of the Master Agreement.

Section 7.3 of the Master Agreement shall be amended as: “Communication Fee: the Communication Fee incurred in the process of cooperation under this Agreement shall be solely borne by Party A. The Communication Fee means, in the process of cooperation, the cost incurred by the fact that Party A with respect to the technical service provided by it to any User, and by the facility provider with respect to the facility service provided by it to the User, connects automatically or entrusts any other third party in the process of its liaison with the User through the transferring call system provided by Party B or Party B’s affiliates. Such Communication Fee shall be calculated in the following formula: if Party A and/or the facility provider themselves/itself or entrust(s) any other third party using Party B’s IVR voice interface to dial at the time of using the transferring call system, RMB*** shall be charged per minute, and the bill for the Communication Fee (including the list of dialing details) shall be provided by Party B to Party A for each natural month, and such fees shall be paid by Party A to Party B on the basis of each natural month after both Parties check accounts without errors pursuant to Section 7.4 of the Master Agreement.”

3. The charging standard prescribed under this Agreement shall be implemented from 00:00 on February 6, 2018, and the fees involved in the loan already incurred prior to the implementation date shall still be calculated and paid pursuant to Sections 7.1, 7.2 and 7.3 of the Master Agreement.

4. This Agreement is prepared on the basis of execution of the Master Agreement by both Parties, shall be as a supplementary agreement thereof, and shall bear the same legal effect as the Master Agreement. Except for the Sections amended expressly in this Agreement, other provisions of the Master Agreement shall continue to be in full force and effect. In the event of any discrepancy between this Agreement and the Master Agreement, this Agreement shall prevail.

5. This Agreement shall become effective upon being affixed with the company chop or contract chop by both Parties and be terminated when the Master Agreement terminates. Both Parties agree that the termination of the Master Agreement and this Agreement shall not affect rights and obligations already incurred during the valid period of the agreements, and both Parties shall still perform the corresponding obligations and liabilities with respect to the business already incurred pursuant to the Master Agreement and this Agreement, as well as settle the corresponding expenses.

6. This Agreement shall be executed by both Parties in two (2) copies, each holding one (1) copy. Each copy bears the same legal effect.

— the following is intentionally left blank and the signature page is attached below —

( This is the signature page of Supplemental Agreement (I) to Naquhua Business Cooperation Agreement Between Anquying (Shanghai) Investment Consulting Co., Ltd.and Xi’an Quxie Financial Services Co., Ltd.)

Party A: Anquying (Shanghai) Investment Consulting Co., Ltd. (seal)

February 2, 2018

/s/Anquying (Shanghai) Investment Consulting Co., Ltd.

Party B: Xi’an Quxie Financial Services Co., Ltd. (seal)

February 5, 2018

/s/Xi’an Quxie Financial Services Co., Ltd.

Exhibit 10.23

Supplemental Agreement (III) to Naquhua Business Cooperation Agreement

Party A: Anquying (Shanghai) Investment Consulting Co., Ltd.

Legal Representative: Chen Bingqing

Registered Address: Room 309-B, No. 89 East Yunling Road, Putuo District, Shanghai

Contact Person: Z hang Yifan

Telephone: ***********

Party B: Xi’an Quxie Financial Services Co., Ltd.

Legal Representative: Wang Yi

Registered Address: A2402-40, Tower B, Kairui Tower, Mingguang Road, Econom ic and Technological Development Area, Xi’an

Contact Person: Hao Xinhua

Telephone: ***********

This Agreement is executed on May 1, 2018 in Haidian District, Beijing .

WHEREAS :

Party A and Party B (collectively, the “ Parties ”, each a “ Party ”) have entered into the Naquhua Business Cooperation Agreement on December 25, 2017 (the “ Ma ster Agreement ”), prescribing that the Parties cooperate with each other to carry out the “Naquhua” business. The Parties have entered into the Supplemental Agreement (I) to the Naquhua Business Cooperation Agreement on February 5, 2018 (the “ Supplemental Agreement I ”), which amended Section 7.1, Section 7.2 and Section 7.3 of Chapter 7 (Payment of Expenses) of the Master Agreement.

NOW THEREFORE, on the basis of voluntar iness, equality and mutual benefits, and upon sufficient negotiation between Party A and Party B, the Parties hereby reach the following supplemental agreement (this “ Agreement ”) based on the agreements aforesaid, which the Parties will mutually comply with.

1. Unless otherwise prescribed by this Agreement, terms of this Agreement shall have the same meaning given to such terms in the Master Agreement and the Supplemental Agreement I. Terms that have not been defined in this Agreement, the Supplemental Agreement I or any other agreement executed by the Parties shall be interpreted in accordance with the relevant laws, regulations and the industry practice.

2. The Parties agree to amend Section 7.1 of Chapter 7 prescribed under the Master Agreement and the Supplemental Agreement I into the following provision:

7.1 The application technical service fee (alternatively referred to as the “ Technical Service Fee ”) prescribed in this section includes technical service fees incurred by the account activation and/or the user’s first expenditure.

7.1.1 With respect to the users applying for payment by using Naquhua through Ctrip.com (the “ Ctrip Users ”), Party A shall pay the Technical Service Fee to Party B in accordance with the following conditions:

(1) With respect to the Ctrip Users who activated Naquhua business before June 14, 2017 (inclusive), if Party A has performed its relevant obligation to pay the Technical Service Fee, Party B shall not require Party A to pay any additional Technical Service Fee due to the foregoing user’s first time use of Naquhua business after this Agreement becomes effective.

(2) With respect to the Ctrip Users who activated Naquhua business during June 15, 2017 (inclusive) and August 17, 2017 (inclusive), if Party A has performed its relevant obligation to pay the Technical Service Fee:

in the event there is any Technical Service Fee outstanding due to the foregoing user’s first time purchase within 365 days (inclusive) after the date of activation, such service fee shall be settled at the rate of RMB***/person. In the event of exceeding 365 days after the date of activation, Party B shall not require Party A to pay any additional Technical Service Fee due to the foregoing user’s first time use of Naquhua business.

(3) Starting from August 18, 2017 (inclusive), the Technical Service Fee incurred by the Ctrip User’s activation and first time use of Naquhua business shall be settled at the rate of RMB***/person.

7.1.2 With respect to the users applying for payment by using Naquhua through Qunar.com (the “ Qunar Users ”), Party A shall pay Party B the Technical Service Fees in accordance with the following conditions:

(1) With respect to the Qunar Users who activated Naquhua business before August 17, 2017 (inclusive), if Party A has performed its relevant obligation to pay the Technical Service Fee, Party B shall not require Party A to pay any additional Technical Service Fee due to the foregoing user’s first time use of Naquhua business after this Agreement becomes effective.

(2) Starting from August 18, 2017 (inclusive), the Technical Service Fee incurred by the Qunar Users’ activation and first time use of Naquhua business shall be settled at the rate of RMB ***/person.

7.1.3 The charging standard prescribed under this section shall be retrospective to the period from the date when Party A entered into cooperation in respect of Naquhua service with Party B and Party B’s affiliates or partners on Ctrip.com and Qunar.com, until the termination of this Agreement.

3. This Agreement, the Master Agreement and the Supplemental Agreement I constitute all the agreements between the Parties with respect to the subject matter under the Master Agreement, and shall replace all the prior discussions, negotiations and agreements between the Parties with respect to the subject matter under the Master Agreement. Any agreement and its supplemental agreement with respect to Naquhua business made by and between Party A and Party B, Party B’s affiliates or partners before execution of the Master Agreement shall be terminated upon this Agreement takes effect, however, all the relevant matters with respect to borrowings already accrued pursuant to the original agreement shall be performed and settled pursuant to the original agreement, except those with respect to payment of Technical Service Fee by Party A to Party B, Party B’s affiliates or partners.

4. This Agreement shall, upon effective, constitute integral part of the Master Agreement, and shall bear the same legal effect as the Master Agreement. In the event there is any discrepancy between this Agreement, the Master Agreement and the Supplemental Agreement I, this Agreement shall prevail, and other provisions of the Master Agreement and the Supplemental Agreement I shall continue to be binding upon both Parties.

5. This Agreement shall be executed by both Parties in two (2) copies, each holding one (1) copy. Each copy bears the same legal effect.

6. This Agreement shall become effective upon being affixed with the company chop or contract chop by both Parties on the date first written above.

[remainder of this page left intentionally blank]

( the sealing block of Supplemental Agreement (III) to Naquhua Business Cooperation Agreement )

Party A: Anquying (Shanghai) Investment Consulting Co., Ltd. (seal)

/s/ Anquying (Shanghai) Investment Consulting Co., Ltd.

(company chop)

Party B: Xi’an Quxie Financial Services Co., Ltd. (seal)

/s/Xi’an Quxie Financial Services Co., Ltd.

Exhibit 10.24

Cooperation Agreement in Credit Matching

between

Anquying (Shanghai) Investment Consulting Co., Ltd. ( 安趣盈（上海）投资咨询有限公司 )

and

Beijing Lerong Duoyuan Information Technology Co., Ltd. (北京乐融多源信息技术有限公司)

August 2016

Cooperation Agreement in Credit Matching

The Cooperation Agreement in Credit Matching (this “Agreement”) is made and entered into on August 30, 2016 in Chaoyang District, Beijing by and between:

Party A: Anquying (Shanghai) Investment Consulting Co., Ltd. (安趣盈（上海）投资咨询有限公司)

Registered Office: Room 309-B, No. 89 Yunling East Road, Putuo District, Shanghai

Legal Representative: Chen Bingqing

and

Party B: Beijing Lerong Duoyuan Information Technology Co., Ltd. (北京乐融多源信息技术有限公司)

Registered Office: Room 501, Floor 5, Unit 1, No. 10, Jintong West Road, Chaoyang District, Beijing

Legal Representative: Dong Jun,

which are hereinafter individually referred to as a “Party” or and collectively referred to as the “Parties.”

WHEREAS:

Party A is a legitimately established and effectively existing limited liability company that is committed to providing borrowers with professional loan information consultancy; and

Party B is a legitimately established and validly existing limited liability company, which has professional advantages in financial consultancy product design, data analysis and sorting, risk control, and Internet lending platform operation. In the meantime, Party B administrates and operates a P2P online lending information intermediary platform “Jimu Box” (whose website is www.jimu.com), and is committed to providing users with professional online lending information intermediary services.

Through sufficient mutual consultation, Party A and Party B reach a consensus on the intention of cooperation on the following: Party A recommends qualified borrowers, as credit receivers (hereinafter referred to as the “Recommended Credit Receiver “), to Party B. The Recommended Credit Receiver will get a chance to obtain facilities from registered investors on the platform of Party B. In accordance with the relevant laws and regulations of the People’s Republic of China and through amicable negotiation, the Parties agree as follows:

Article 1 Cooperation Principles

The mutual trust and understanding between the Parties in negotiations are the basis for the establishing a business partnership. Complementing each other’s strengths and increasing efficiency and mutual development are the goals and fundamental interests of the Parties. Facilitated by the credit matching services provided by Party B, Recommended Credit Receiver are able to refill its cash flow punctually and increase the utilization rate of funds.

Article 2 Subject Matter

1. According to the intention of Party A and credits of Recommended Credit Receiver, Party B shall develop a credit matching product to meet the financing needs of Party A and the Recommended Credit Receiver.

2. During the cooperation period, Party A shall collect relevant data and information of each Recommended Credit Receiver in collaboration with Party B, and undertake to be responsible for the authenticity, validity and accuracy of such data and information.

3. Party B shall evaluate on the basis of such collected data aforesaid and consider other auxiliary means jointly.

4. Party B shall provide credit matching services for the Recommended Credit Receivers who have successfully passed the review provided under sub clause 3 above.

Article 3 Credit Matching Service Fees

Product elements of and charges for the credit matching service hereof shall be subject to negotiation between the Parties.

Article 4 Representations and Undertakings

The Parties hereby represent and undertake that:

1. The Parties are qualified and have been duly authorized to enter into this Agreement and performing the contractual subject matter and obligations hereof, and the signing of this Agreement is in compliance with the rules and regulations of Party A and Party B and the supervision requirements of their respective supervisory and administrative authorities.

2. The Parties are obligated to ensure integrity, comprehensiveness, authenticity, validity and accuracy of any information or data provided or disclosed to the opposite party during the cooperation.

3. The Parties agree that any oral or written information obtained during the cooperation shall be considered as business secrets, including but not limited to information in relation to Party B and users registered on the platform of Party B. None of any business secrets shall be disclosed to any third party or improperly used unless a written authorization by the information owner has been obtained. Disclosure by staffs and/or agencies employed/engaged by either Party shall be regarded as disclosure by such Party, and shall bear corresponding legal responsibilities. The provisions in this paragraph are permanently valid and shall not subject to any termination or invalidation of this Agreement.

4. Unless otherwise provided in this Agreement, if either Party breaches one or more undertakings above, or if a party makes a wrong decision based on the trust in the other party and thereby causes reduction of gains or loss, the breaching party shall reimburse or indemnify the injured party in full amount.

Article 5 Rights and Obligations of Party A

Party A possesses the following rights:

1. Party A is entitled to determine the Recommended Credit Receiver at its sole discretion;

2. Party A is entitled to fully know the review and approval of the credit matching process on each Recommended Credit Receiver it referred, and is entitled to ask and inquire Party B on the information thereof in any manner; and

3. Party A is entitled to fully know the debt performing of each Recommended Credit Receiver it referred, and is entitled to ask and inquire Party B on the information thereof in any manner.

Party A is obligated to:

1. assist Party B in collecting other information and documents of the Recommended Credit Receiver, and be responsible for such information and documents; and

2. pay relevant fees as agreed.

Article 6 Rights and Obligations of Party B

Party B possesses the following rights:

1. Party B is entitled to determine, according to an evaluation result on the Recommended Credit Receiver, whether to provide a credit matching service for the Recommended Credit Receiver recommended by Party A;

2. Party B is entitled to demand and obtain relevant data, information and documents from Party A and the Recommended Credit Receiver according to product features and service needs;

3. Party B is entitled to require Party A and the Recommended Credit Receiver to be responsible for authenticity of the said data, information, and documents;

4. Party B is entitled to transfer any fund that is duly transferable from the account of the Recommended Credit Receiver with the delegated escrow bank according to the Loan Statement and the Credit Service Agreement signed by the Recommended Credit Receiver, details of which are specified in relevant agreements and the Power of Attorney signed by the Recommended Credit Receiver;

5. In the event that the Recommended Credit Receiver fails to pay the debt according to agreements, Party B is entitled to require Party A to assist in urging payments and rendering support until suspension or termination of the contractual relationship with the Recommended Credit Receiver; and

6. Within the validity period of this Agreement, Party B is entitled to adjust interest rates according to the market practice, and such adjustment takes effect upon serving a notice.

Party B is obligated to:

1. perform this Agreement in a prudent and fiduciary manner;

2. initiate the credit matching punctually as applied by the Recommended Credit Receiver; and

3. disclose, as required by Party A, the matching progress and the debt performing of the Recommended Credit Receiver to Party A.

Article 7 Default

1. If Party A fails to fulfil or reluctantly fulfil this Agreement or any other obligations stipulated in this Agreement and other relevant documents signed with the Recommended Credit Receiver, Party B will be entitled to terminate this Agreement unilaterally;

2. If Party B fails to fulfil or reluctantly fulfil this Agreement or any other obligations stipulated in this Agreement and other relevant documents signed with the Recommended Credit Receiver, Party A will be entitled to terminate this Agreement unilaterally; and

3. Either party shall, for any losses caused by it to the other party, shall be duly liable for indemnification.

Article 8 Notification

Party A and Party B unanimously agree that all notices and documents delivered between the Parties during the fulfilment of this Agreement may be served on the opposite party by means of mobile SMS message, fax, email, registered mail, and courier, in which the date of sending out the mobile SMS message, fax, and email shall be deemed as the successful delivery day, and the 3 rd day after the sending out of the registered mail or by the courier shall be deemed as the successful delivery day. The contact addresses and the contact persons of the Parties specified herein shall prevail.

Article 9 Validity Period of the Agreement and Relevant Clarification

The validity period of this Agreement is one year, which will be effective upon and signing of this Agreement and starts from the signature date hereof. This Agreement shall be automatically renewed and the number of renewals is not limited except that either Party A or Party B delivers a written notice requiring termination of the Agreement within one month before the expiry of the initial validity period or any subsequent validity period hereof.

In the event of termination of the Agreement, with respect to any credit service agreements that are outstanding under this framework agreement, Party A and Party B shall continue to perform the corresponding contractual obligations according to the covenants hereof until all the credit facility agreements are completely fulfilled, that is, until completion of discharging all the debts of all Recommended Credit Receiver based on this Agreement (including but not limited to principals, interest, deposits, credit matching fees, liquidated damages, overdue interests, and debt recourse fees arising from the financing).

Article 10 Disputes and Jurisdiction

If any dispute arises in the process of the fulfilling this Agreement, the Parties shall settle the dispute through amicable negotiation, and if the negotiation fails, either Party is entitled to initiate legal proceedings in the competent people’s court in the jurisdiction of Party B.

Article 11 Miscellaneous

For any matters not covered herein or any matters herein changed, the Parties may enter into a supplementary agreement as an annex to this Agreement, and the supplementary agreement shall have the same legal force as this Agreement.

This Agreement shall take effect upon signature or seal by legal representatives of the Parties as well as affixing of corporate seals or contract-specific seals. This Agreement has two (2) original copies. Each party holds one, and each of them has the same legal force.

(The following is intentionally left blank)

(This page is intentionally left blank, and is a signature and seal page of the Cooperation Agreement in Credit Matching Between Anquying (Shanghai) Investment Consulting Co., Ltd. and Beijing LeRong Duoyuan Information Technology Co., Ltd. )

Party A: Anquying (Shanghai) Investment Consulting Co., Ltd. (Seal)

/s/Anquying (Shanghai) Investment Consulting Co., Ltd.

Date: August 30, 2016

Party B: Beijing Lerong Duoyuan Information Technology Co., Ltd. (Seal)

/s/Beijing Lerong Duoyuan Information Technology Co., Ltd.

Date: August 30, 2016

Exhibit 10.25

MASTER TRANSACTION AGREEMENT

Between

PINTEC TECHNOLOGY HOLDINGS LIMITED

And

PINTEC HOLDINGS LIMITED

Dated as of December 1, 2017

TABLE OF CONTENTS

	ARTICLE 1

	DEFINITIONS.

Section 1.1	Defined Terms	2

	ARTICLE 2

	DOCUMENTS AND ITEMS TO BE DELIVERED PRIOR TO F-1 FILING.

Section 2.1	Documents to be delivered by Pintec	6
Section 2.2	Documents to be delivered by Jimu	6

	ARTICLE 3

	THE IPO AND ACTIONS PENDING THE IPO.

Section 3.1	Transactions prior to the IPO	6
Section 3.2	Cooperation	7

	ARTICLE 4

	COVENANTS AND OTHER MATTERS

Section 4.1	Other Agreements and Instruments	7
Section 4.2	Further Instruments	7
Section 4.3	Agreement on Exchange of Information	8
Section 4.4	Auditors and Audits; Financial Statements; Accounting Matters	10
Section 4.5	Confidentiality	10
Section 4.6	Privileged Matters	12
Section 4.7	Future Litigation and Other Proceedings	14
Section 4.8	Mail and other Communications	14
Section 4.9	Other Inter-Company Services Agreements	14
Section 4.10	Payment of Expenses	15

	ARTICLE 5

	MUTUAL RELEASES; INDEMNIFICATION

Section 5.1	Release of Claims	15
Section 5.2	Indemnification by Jimu	15
Section 5.3	Indemnification by Pintec	16
Section 5.4	Procedures for Defense, Settlement and Indemnification of the Third Party Claims	17
Section 5.5	Additional Matters	18
Section 5.6	Survival of Indemnities	19

	ARTICLE 6

	DISPUTE RESOLUTION

Section 6.1	Dispute Resolution	19

	ARTICLE 7

	MISCELLANEOUS.

Section 7.1	Consent	20
Section 7.2	Limitation of Liability	20
Section 7.3	Termination	20
Section 7.4	Amendment	20
Section 7.5	Notices	20
Section 7.6	Governing Law	21
Section 7.7	Authority	21
Section 7.8	Entire Agreement	21
Section 7.9	Severability	21
Section 7.10	Failure or Indulgence not Waiver; Remedies Cumulative	21
Section 7.11	Binding Effect; Assignment	22
Section 7.12	No Third Party Beneficiaries	22
Section 7.13	Inconsistency	22
Section 7.14	Interpretation	22
Section 7.15	Counterparts	22

MASTER TRANSACTION AGREEMENT

This Master Transaction Agreement (this “ Agreement ”) is dated as of December 1, 2017, by and between Pintec Technology Holdings Limited, a company incorporated under the laws of the Cayman Islands (“ Pintec ”), and Pintec Holdings Limited, a company incorporated under the laws of the British Virgin Islands (“ Jimu ”) (each of Pintec and Jimu a “ Party ” and, together, the “ Parties ”).

Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in Article 1 hereof.

R E C I T A L S

WHEREAS, substantially all of the business operations of both Pintec Group and Jimu Group originally were conducted through Jimu;

WHEREAS, Jimu and Pintec have formulated certain offshore and onshore restructuring plans and transaction steps as set forth in that certain restructuring agreement (the “ Restructuring Agreement ”) to restructure Jimu such that Pintec will exclusively conduct the Pintec Business whereas Jimu will exclusively conduct the Jimu Business (the “ Restructuring ”);

WHEREAS, prior to the date hereof, certain existing assets and liabilities of Jimu Group have already been transferred to or assumed by the Pintec Group, and whereas certain other assets and liabilities of Jimu Group will be transferred to or assumed by Pintec Group to consummate the Restructuring in accordance with the Restructuring Agreement;

WHEREAS, Pintec contemplates that it will make an initial public offering (“ IPO ”) pursuant to a draft Registration Statement on Form F-1 to be confidentially submitted for review and comment by the SEC under the Securities Act (as so submitted and as amended from time to time prior to the Public Filing Date, the “ Draft IPO Registration Statement ”) to be filed publicly with the SEC via its EDGAR system (the date of such public filing, the “ Public Filing Date ”) following the substantial completion of such review and comment and as financial market conditions permit (as so filed, and as amended thereafter from time to time, the “ IPO Registration Statement ”);

WHEREAS, the shares of Pintec will be distributed to the shareholders of Jimu in proportion to their shareholding in Jimu; and

WHEREAS, the Parties intend in this Agreement to set forth and memorialize the principal arrangements between Pintec and Jimu regarding the relationship of the Parties from and after the filing of the IPO Registration Statement and the consummation of the IPO;

NOW, THEREFORE, in consideration of the mutual agreements, covenants and provisions contained in this Agreement, the Parties, intending to be legally bound, agree as follows:

ARTICLE 1

DEFINITIONS.

Section 1.1 Defined Terms . The following capitalized terms have the meanings given to them in this Section 1.1:

“ Action ” means any demand, action, suit, countersuit, claim, counterclaim, arbitration, inquiry, proceeding or investigation by or before any Governmental Authority or any arbitration or mediation tribunal.

“ ADSs ” has the meaning set forth in Section 3.1(c) of this Agreement.

“ Agreement ” means this Master Transaction Agreement, as may be amended from time to time in accordance with the provisions hereof.

“ Confidential Business Information ” has the meaning set forth in Section 4.5(b)(iii) of this Agreement.

“ Confidential Information ” has the meaning set forth in Section 4.5(b)(i) of this Agreement.

“ Confidential Technical Information ” has the meaning set forth in Section 4.5(b)(ii) of this Agreement.

“ Contract ” means any contract, agreement, lease, license, sales order, purchase order, instrument or other commitment that is binding on any Person or any part of its property under applicable law.

“ Cooperation Framework Agreement ” has the meaning set forth in Section 2.1 of this Agreement.

“ Direct Costs ” has the meaning set forth in Section 4.9 of this Agreement.

“ Dispute ” has the meaning set forth in Section 6.1(a) of this Agreement.

“ Dispute Resolution Commencement Date ” has the meaning set forth in Section 6.1(a) of this Agreement.

“ Draft IPO Registration Statement ” has the meaning set forth in the recitals to this Agreement.

“ Exchange Act ” means the U.S. Securities Exchange Act of 1934, as amended.

“ Governmental Authority ” shall mean any national, state or local, foreign or international court, government, department, commission, board, bureau, agency, official or other regulatory, administrative or governmental authority.

“ Indemnifying Party ” means any party which may be obligated to provide indemnification to an Indemnitee pursuant to Section 5.2 or Section 5.3 hereof or any other section of this Agreement or any Inter-Company Agreement.

“ Indemnitee ” means any party which may be entitled to indemnification from an Indemnifying Party pursuant to Article 5 hereof or any other section of this Agreement or any Inter-Company Agreement.

“ Indirect Costs ” has the meaning set forth in Section 4.9 of this Agreement.

“ Information ” means information, whether or not patentable or copyrightable, in written, oral, electronic or other tangible or intangible forms, stored in any medium, including studies, reports, records, books, contracts, instruments, surveys, discoveries, ideas, concepts, know-how, techniques, designs, specifications, drawings, blueprints, diagrams, models, prototypes, samples, flow charts, data, computer data, disks, diskettes, tapes, computer programs or other software, marketing plans, customer names, communications by or to attorneys (including attorney-client privileged communications), memos and other materials prepared by attorneys or under their direction (including attorney work product), and other technical, financial, employee or business information or data.

“ Intellectual Property License Agreement ” has the meaning set forth in Section 2.1 of this Agreement.

“ Inter-Company Agreements ” means the Non-Competition Agreement, the Cooperation Framework Agreement and the Intellectual Property License Agreement.

“ IPO ” has the meaning set forth in the recitals to this Agreement.

“ IPO Completion Date ” means the closing date of the IPO, on which the delivery of and payment for the securities offered by Pintec (excluding securities offered by Pintec upon underwriter(s)’ exercise of over-allotment option) in connection with the IPO will take place.

“ IPO Registration Statement ” has the meaning set forth in the recitals to this Agreement.

“ Jimu ” has the meaning set forth in the preamble to this Agreement.

“ Jimu Balance Sheet ” means Jimu’s unaudited consolidated balance sheet as of the end of the most recently completed fiscal quarter prior to the Public Filing Date.

“ Jimu Business ” means any peer-to-peer lending business, excluding, for the avoidance of doubt, any part of the Pintec Business as currently conducted or contemplated to be conducted by the Pintec Group anywhere in the world, as more completely described in the IPO Registration Statement.

“ Jimu Group ” means Jimu and its subsidiaries and VIE, excluding, for the avoidance of doubt, Pintec and its subsidiaries and VIEs.

“ Jimu Indemnitees ” means Jimu and its subsidiaries and VIEs and each of their respective directors, officers and employees.

“ Jimu Liabilities ” means (without duplication) the following Liabilities:

(i) all Liabilities reflected in the Jimu Balance Sheet;

(ii) all Liabilities of Jimu or its subsidiaries and VIEs that arise after the date of the Jimu Balance Sheet that would be reflected in a Jimu balance sheet as of the date of such Liabilities, if such balance sheet was prepared using the same principles and accounting policies under which the Jimu Balance Sheet was prepared;

(iii) all Liabilities that should have been reflected in the Jimu Balance Sheet but are not reflected in the Jimu Balance Sheet due to mistake or unintentional omission;

(iv) all Liabilities, whether arising before, on or after the Public Filing Date, that relate to, arise or result from: (1) the operation of the Jimu Business or (2) the operation of any business conducted by Jimu and its subsidiaries and VIEs at any time after the Public Filing Date; and

(v) Liabilities of Jimu and its subsidiaries and VIEs under this Agreement or any of the Inter-Company Agreements.

“ Liabilities ” means all debts, liabilities, guarantees, assurances, commitments and obligations, whether fixed, contingent or absolute, asserted or unasserted, matured or unmatured, liquidated or unliquidated, accrued or not accrued, known or unknown, due or to become due, whenever or however arising (including, without limitation, whether arising out of any Contract or tort based on negligence or strict liability) and whether or not the same would be required by U.S. GAAP to be reflected in financial statements or disclosed in the notes thereto.

“ Loss ” and “ Losses ” mean any and all damages, losses, deficiencies, Liabilities, obligations, penalties, judgments, settlements, claims, payments, fines, interest, costs and expenses (including, without limitation, the costs and expenses of any and all Actions and demands, assessments, judgments, settlements and compromises relating thereto and the reasonable costs and expenses of attorneys’, accountants’, consultants’ and other professionals’ fees and expenses incurred in the investigation or defense thereof or the enforcement of rights hereunder), but excluding punitive damages (other than punitive damages awarded to any third party against an indemnified party).

“ Non-Competition Agreement ” has the meaning set forth in Section 2.1 of this Agreement.

“ Ordinary Shares ” means the shares of Jimu, par value $0.0001 per share (including shares represented by ADSs and held of record by the depositary bank for the ADSs).

“ Party ” or “ Parties ” has the meaning set forth in the preamble of this Agreement.

“ Person ” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization or a governmental entity or any department, agency or political subdivision thereof.

“ Pintec ” has the meaning set forth in the preamble to this Agreement.

“ Pintec Business ” means any business that is not part of the Jimu Business.

“ Pintec Group ” means Pintec and its subsidiaries and VIEs.

“ Pintec Indemnitees ” means Pintec and its subsidiaries and VIEs (excluding Jimu and its subsidiaries and VIEs) and each of their respective directors, officers and employees.

“ Pintec Liabilities ” means (without duplication) the following Liabilities:

(i) all Liabilities, whether arising before, on or after the Public Filing Date, that relate to, arise or result from the operation of the Pintec Business, other than Jimu Liabilities; and

(ii) Liabilities of Pintec and its subsidiaries and VIEs under this Agreement or any of the Inter-Company Agreements.

“ Privileged Information ” has the meaning set forth in Section 4.6(a) of this Agreement.

“ Privileges ” has the meaning set forth in Section 4.6(a) of this Agreement.

“ Public Filing Date ” has the meaning set forth in the recitals to this Agreement.

“ Rule 10A-3(b)(2) ” means Rule 10A-3(b)(2) (or any successor rule to similar effect) promulgated under the Exchange Act.

“ SEC ” means the U.S. Securities and Exchange Commission.

“ Securities Act ” means the Securities Act of 1933, as amended.

“ Third Party Claim ” has the meaning set forth in Section 5.4(a) of this Agreement.

“ U.S. GAAP ” means generally accepted accounting principles in the United States as in effect from time to time.

“ Underwriters ” has the meaning set forth in Section 3.1(a) of this Agreement.

“ Underwriting Agreement ” has the meaning set forth in Section 3.1(a) of this Agreement.

“ VIE ” of any Person means any entity that is controlled by such Person and is deemed to be a variable interest entity consolidated with such Person for purposes of U.S. GAAP. As used herein, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such entity, whether through ownership of voting securities or other interests, by contract or otherwise.

ARTICLE 2

DOCUMENTS AND ITEMS TO BE DELIVERED PRIOR TO F-1 FILING.

Section 2.1 Documents to be delivered by Jimu . Jimu has delivered and its subsidiaries and VIEs have delivered, as appropriate, or Jimu will deliver or will cause its subsidiaries and VIEs to deliver, as appropriate, to Pintec or its subsidiaries or VIEs, as appropriate, prior to the Public Filing Date: (a) duly executed Non-Competition Agreement, substantially in the form attached to the Draft IPO Registration Statement as an exhibit, with such changes, if any, to such form as may be agreed to by the Parties prior to such execution (the “ Non-Competition Agreement ”); (b) a duly executed Cooperation Framework Agreement, substantially in the form attached to the Draft IPO Registration Statement as an exhibit, with such changes, if any, to such form as may be agreed to by the Parties prior to such execution (the “ Cooperation Framework Agreement ”); (c) a duly executed Intellectual Property License Agreement, substantially in the form attached to the Draft IPO Registration Statement as an exhibit, with such changes, if any, to such form as may be agreed to by the Parties prior to such execution (the “ Intellectual Property License Agreement ”); and (e) such other agreements, documents or instruments as the Parties may agree are necessary or desirable in order to achieve the purposes hereof. For purposes of this Agreement, Pintec and its subsidiaries and VIEs will not be considered subsidiaries and VIEs of Jimu.

Section 2.2 Documents to be delivered by Pintec . Pintec has delivered and its subsidiaries and VIEs have delivered, as appropriate, or Pintec will deliver or will cause its subsidiaries and VIEs to deliver, as appropriate, to Jimu or its subsidiaries or VIEs, as appropriate, prior to the Public Filing Date: (a) in each case where Pintec or any of its subsidiaries or VIEs is a party to any agreement or instrument referred to in Section 2.1, a duly executed counterpart of such agreement or instrument; and (b) such other agreements, documents or instruments as the Parties may agree are necessary or desirable in order to achieve the purposes hereof.

ARTICLE 3

THE IPO AND ACTIONS PENDING THE IPO

Section 3.1 Transactions prior to the IPO . Subject to the occurrence of the events described in this Article 3, the Parties intend to consummate the IPO and to take, or cause to be taken, the actions specified in this Section 3.1.

(a) Registration Statement . Pintec plans to submit the Draft IPO Registration Statement on a confidential basis for review by the SEC, and intends to submit such amendments or supplements thereto as may be requested by the SEC in connection with such review and agreed to by Pintec, and subsequently to file the IPO Registration Statement with the SEC and make such amendments and supplements thereto as may be necessary or desirable in order to cause the same to comply with the Securities Act and other applicable law and to become and remain effective under the Securities Act, or as may be requested by the representatives of the underwriter(s) for the IPO (the “ Underwriter(s) ”), including, without limitation, filing such amendments or supplements to the IPO Registration Statement as may be required by the underwriting agreement to be entered into between Pintec and the Underwriter(s) (the “ Underwriting Agreement ”) following the effectiveness of the IPO Registration Statement under the Securities Act.

(b) Underwriting Agreement . Following the effectiveness of the IPO Registration Statement, Pintec will enter into the Underwriting Agreement, which shall in form and substance be satisfactory to Pintec, as determined by its board of directors or authorized designees, as appropriate, and Pintec shall comply with its obligations thereunder.

(c) NASDAQ or NYSE Listing . Pintec plans to prepare and file an application for the listing on NASDAQ or the New York Stock Exchange of the American depositary shares, representing Ordinary Shares, to be offered and sold in the IPO (the “ ADSs ”).

Section 3.2 Cooperation . Jimu shall cooperate in all respects with Pintec in connection with the IPO and shall take any and all actions as may be reasonably necessary or desirable to consummate the IPO as contemplated by the IPO Registration Statement and the Underwriting Agreement.

ARTICLE 4

COVENANTS AND OTHER MATTERS

Section 4.1 Other Agreements and Instruments . Each of the Parties agrees to execute or cause to be executed by the appropriate parties and to deliver, as appropriate, such other agreements, instruments and other documents as may be necessary or desirable in order to effect the purposes of this Agreement and the Inter-Company Agreements.

Section 4.2 Further Instruments .

(a) To the extent it has not been done prior to the date hereof, Pintec and Jimu will execute and deliver, and will cause their respective subsidiaries and VIEs to execute and deliver, to the other Party and/or their respective subsidiaries and VIEs, as the case may be, such instruments of transfer, conveyance, assignment, substitution and confirmation, and will take such action as may be reasonably necessary or desirable in order to transfer, convey and assign to the other Party and/or their respective subsidiaries and VIEs and confirm Pintec and Jimu and/or their respective subsidiaries’ and VIEs’ title to all assets, rights, interests and other things of value used in or necessary for the conduct and operation of the Pintec Business or the Jimu Business (as applicable) on or prior to the Public Filing Date or to be transferred or licensed to the other Party and/or their subsidiaries and VIEs pursuant to this Agreement or any document referred to herein, to put Pintec and Jimu and respective subsidiaries and VIEs in actual possession and operating control thereof and to permit Pintec and Jimu and their respective subsidiaries and VIEs to exercise all rights with respect thereto (including, without limitation, rights under Contracts and other arrangements as to which the consent of any third party to the transfer thereof have not previously been obtained) relating to the Pintec Business or Jimu Business (as applicable); provided, however, that in the absence of such execution and delivery by the other Party or its respective subsidiaries or VIEs, such execution and delivery shall be deemed for all purposes to have occurred subject only to the other Party’s obligation to pay to Pintec or its applicable subsidiaries or VIEs an amount equal to the book value thereof to the extent not previously so paid.

(b) Jimu will, and will cause its appropriate subsidiaries and VIEs to, execute and deliver to Pintec and its subsidiaries and VIEs all instruments, assumptions, novations, undertakings, substitutions or other documents and take such other action as may

be reasonably necessary or desirable in order to have Jimu and/or its subsidiaries and VIEs, as the case may be, fully and unconditionally assume the Jimu Liabilities; provided, however, that in the absence of such execution and delivery by Jimu and/or such appropriate subsidiaries and VIEs, such execution and delivery shall be deemed for all purposes to have occurred.

(c) Pintec will execute and deliver, and will cause its appropriate subsidiaries and VIEs to execute and deliver, to Jimu and/or its subsidiaries and VIEs, as the case may be, all instruments, assumptions, novations, undertakings, substitutions or other documents and take such other action as may be reasonably necessary or desirable in order to have Pintec and/or its subsidiaries and VIEs, as the case may be, fully and unconditionally assume the Pintec Liabilities; provided, however, that in the absence of such execution and delivery by Pintec and/or such appropriate subsidiaries and VIEs, such execution and delivery shall be deemed for all purposes to have occurred.

(d) Except as hereinabove provided, neither Pintec, Jimu, nor their respective subsidiaries and VIEs shall be obligated, in connection with the foregoing matters set forth in this Section, to expend money other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, unless reimbursed by the other relevant Party.

Section 4.3 Agreement on Exchange of Information .

(a) Generally . Each of the Parties agrees to provide, or cause to be provided, to the other Party, at any time, promptly after written request therefor, all reports and other Information regularly provided by one Party to the other Party prior to the Public Filing Date and any Information in the possession or under the control of such Party to the extent reasonably requested by the requesting Party (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting Party (including under applicable securities laws) by a Governmental Authority having jurisdiction over the requesting Party, (ii) for use in any other judicial, regulatory, administrative or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation or other similar requirements, (iii) to comply with its obligations under this Agreement or any Inter-Company Agreement or (iv) at any time after the Public Filing Date to the extent such Information and cooperation are necessary to comply with such reporting, filing and disclosure obligations, for the preparation of financial statements or completing an audit, and as reasonably necessary to conduct the ongoing businesses of Jimu or Pintec, as the case may be. Each of the Parties agrees to make their respective personnel available to discuss the Information exchanged pursuant to this Section 4.3. In the event that any Party determines that any such provision of Information or other actions contemplated by this Section 4.3 could be commercially detrimental, violate any law or agreement, or waive any attorney-client privilege, the Parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence.

(b) Internal Accounting Controls; Financial Information . After the Public Filing Date, (i) each Party shall maintain in effect at its own cost and expense adequate systems and controls for its business to the extent necessary to enable the other Party to satisfy its reporting, tax return, accounting, audit and other obligations, and (ii) each Party shall provide, or cause to be provided, to the other Party and its subsidiaries and VIEs in such form as such requesting Party shall request, at no charge to the requesting Party, all financial and other data and Information as the requesting Party determines necessary or

advisable in order to prepare its financial statements and reports or filings with any Governmental Authority.

(c) Ownership of Information . Any Information owned by a Party that is provided to a requesting Party pursuant to this Section 4.3 shall be deemed to remain the property of the providing Party. Unless specifically set forth herein, nothing contained in this Agreement shall be construed as granting or conferring rights of license or otherwise in any such Information.

(d) Record Retention . To facilitate the possible exchange of Information pursuant to this Section 4.3 and other provisions of this Agreement, each Party agrees to use its reasonable best efforts for a period of five (5) years to retain all Information in its possession or control substantially in accordance with its record retention policies and/or practices as in effect on the Public Filing Date, and for such longer period as may be required by any Governmental Authority, any litigation matter, any applicable law or any Inter-Company Agreement. However, at any time after such five-year period each Party may amend its record retention policies at such Party’s discretion; provided, however, that the amending Party must give thirty (30) days prior written notice of such change in the policy to the other Party. No Party will destroy, or permit any of its subsidiaries or VIEs to destroy, any Information that exists on the Public Filing Date (other than Information that is permitted to be destroyed under the current respective record retention policies of each Party) and that falls under the categories listed in Section 4.3(a), without first notifying the other Party of the proposed destruction and giving the other Party the opportunity to take possession or make copies of such Information prior to such destruction.

(e) Limitation of Liability . Each Party will use its reasonable best efforts to ensure that Information provided to the other Party hereunder is accurate and complete; provided, however, that no Party shall have any liability to the other Party if any Information exchanged or provided pursuant to this Section 4.3 is found to be inaccurate, in the absence of gross negligence, bad faith, or willful misconduct by the Party providing the Information. No Party shall have any liability to the other Party if any Information is destroyed or lost after the relevant Party has complied with the provisions of Section 4.3(d).

(f) Other Agreements Providing f or Exchange of Information . The rights and obligations granted under this Section 4.3 are subject to any specific limitations, qualifications or additional provisions on the sharing, exchange or confidential treatment of Information set forth in this Agreement and any Inter-Company Agreement.

(g) Production of Witnesses; Records; Cooperation . For a period of five (5) years after the IPO Completion Date, and except in the case of a legal or other proceeding by one Party against the other Party, each Party shall use its reasonable best efforts to make available to the other Party, upon written request, the former, current and future directors, officers, employees, other personnel and agents of such Party as witnesses and any books, records or other documents within its control or which it otherwise has the ability to make available, to the extent that any such individual (giving consideration to business demands of such directors, officers, employees, other personnel and agents) or books, records or other documents may reasonably be required in connection with any legal, administrative or other proceeding in which the requesting Party may from time to time be involved, regardless of whether such legal, administrative or other proceeding is a matter with respect to which indemnification may be sought hereunder. The requesting Party shall bear all costs and expenses in connection therewith.

(h) Conflict With Third-Party Agreements . Nothing in this Section 4.3 shall require a Party to violate any agreement with any third party regarding the confidentiality of confidential and proprietary Information relating to that third party or its business; provided, however, that in the event that a Party is required under this Section 4.3 to disclose any such Information, such Party shall use its reasonable best efforts to seek to obtain such third party’s consent to the disclosure of such Information.

Section 4.4 Agreement on Exchange of Information .

(a) Annual and Quarterly Financial Statements . Jimu will provide all required financial Information with respect to Pintec and its subsidiaries and VIEs to Pintec’s independent accounting firm that conducts the audit of Pintec in a sufficient and reasonable time and in sufficient detail to permit Pintec’s independent accounting firm that conducts the audit of Pintec to take all steps and perform all procedures necessary to provide sufficient assistance to Jimu’s independent accounting firm that conducts the audit of Jimu with respect to financial Information to be included or contained in Jimu’s annual and quarterly financial statements. Similarly, Jimu shall provide to Pintec on a timely basis all financial Information that Pintec reasonably requires to meet its schedule for the preparation, printing, filing, and public dissemination of Pintec’s annual and quarterly financial statements. Without limiting the generality of the foregoing, Pintec will provide all required financial Information with respect to Pintec and its subsidiaries and VIEs to Pintec’s independent accounting firm that conducts the audit of Pintec in a sufficient and reasonable time and in sufficient detail to permit it to take all steps and perform all procedures necessary to provide sufficient assistance to Jimu’s independent accounting firm that conducts the audit of Jimu with respect to Information to be included or contained in Jimu’s annual and quarterly financial statements.

Section 4.5 Confidentiality . Each of the Parties shall hold and shall cause each of their respective subsidiaries and VIEs to hold, and shall each cause their respective officers, employees, agents, consultants and advisors and those of their respective subsidiaries and VIEs to hold, any and all Confidential Information concerning such other Party and its respective subsidiaries and VIEs in strict confidence and not to disclose or release such Confidential Information without the prior written consent of the other Party; provided, that each of the Parties may disclose, or may permit disclosure of, Confidential Information (i) to their respective subsidiaries and VIEs, auditors, attorneys, financial advisors, bankers and other appropriate consultants and advisors who have a need to know such information and, in each case, are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties hereto and in respect of whose failure to comply with such obligations, Jimu or Pintec, as the case may be, will be responsible, (ii) if the Parties or any of their respective subsidiaries or VIEs are compelled to disclose any such Confidential Information by judicial or administrative process or (iii) if the Parties reasonably determine in good faith that such disclosure is required by other requirements of law. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made in connection with any judicial or administrative process, or a Party determines in good faith that disclosure is otherwise required by law, such Party shall promptly notify the other Party of the existence of such request, demand, or conclusion, and shall provide such other Party a reasonable opportunity to seek an appropriate protective order or other remedy, which the notifying Party will cooperate in obtaining. In the event that an appropriate protective order or other remedy is not obtained, the Party whose Confidential Information is required to be disclosed shall or shall cause the notifying Party to furnish, or cause to be furnished, only that portion of the

Confidential Information that is required to be disclosed and shall use its reasonable best efforts to obtain reasonable assurances that confidential treatment will be accorded to such Information.

(b) As used in this Section 4.5:

(i) “ Confidential Information ” shall mean Confidential Business Information and Confidential Technical Information concerning one Party which, prior to, on or following the Public Filing Date, has been disclosed by such Party or its subsidiaries or VIEs, that (1) is in written, recorded, graphical or other tangible form and is marked “Proprietary,” “Confidential” or “Trade Secret,” or where it is evident from the nature and content of such Information that the disclosing Party considers it to be confidential, (2) is in oral form and identified by the disclosing Party as “Proprietary”, “Confidential” or “Trade Secret” at the time of oral disclosure, including pursuant to the access provisions of Section 4.3 hereof or any other provision of this Agreement or where it is evident from the nature and content of such Information that the disclosing Party considers it to be confidential, or (3) in the case of such Information disclosed on or prior to the date hereof, either such Information is identified by the owning Party to the other relevant Party as Confidential Business Information or Confidential Technical Information, orally or in writing on or prior to the Public Filing Date, or it is evident from the nature and content of such Information that the disclosing Party considers it to be confidential, and includes any modifications or derivatives prepared by the receiving Party that contain or are based upon any Confidential Information obtained from the disclosing Party, including any analysis, reports, or summaries of the Confidential Information. Confidential Information may also include Information disclosed to a disclosing Party by third parties. Confidential Information shall not, however, include any information which (A) was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing Party; (B) becomes publicly known and made generally available after disclosure by the disclosing Party to the receiving Party through no action or inaction of the receiving Party; (C) is obtained by the receiving Party from a third party without a breach of such third party’s obligations of confidentiality; or (D) is on or after the Public Filing Date independently developed by the receiving Party without use of or reference to the disclosing Party’s Confidential Information.

(ii) “ Confidential Technical Information ” shall mean all proprietary scientific, engineering, mathematical or design information, data and material of the disclosing Party including, without limitation, (a) specifications, ideas, concepts, models, and strategies for products or services, (b) quality assurance policies, procedures and specifications, (c) source code and object code, (d) training materials and information, and (e) all other know-how, methodology, processes, procedures, techniques and trade secrets related to product or service design, development, manufacture, implementation, use, support and maintenance.

(iii) “ Confidential Business Information ” shall mean all proprietary information, data or material of the disclosing Party other than

Confidential Technical Information, including but not limited to (a) proprietary earnings reports and forecasts, (b) proprietary macro-economic reports and forecasts, (c) proprietary business plans, (d) proprietary general market evaluations and surveys, (e) proprietary financing and credit-related information, and (f) customer information.

(c) Nothing in this Agreement shall restrict the disclosing Party from using, disclosing, or disseminating its own Confidential Information in any way. Moreover, nothing in this Agreement supersedes any restriction imposed by third parties on their Confidential Information, and there is no obligation on the disclosing Party to conform third party agreements to the terms of this Agreement except as expressly set forth herein.

(d) Notwithstanding anything to the contrary set forth herein, (i) a Party and its subsidiaries and VIEs shall be deemed to have satisfied their obligations hereunder with respect to Confidential Information if they exercise the same degree of care (but no less than a reasonable degree of care) as they take to preserve confidentiality for their own similar Information and (ii) confidentiality obligations provided for in any agreement between a Party or any of its subsidiaries or VIEs and any employee of such Party or any of its subsidiaries or VIEs shall remain in full force and effect.

(e) Confidential Information of a Party and its subsidiaries and VIEs in the possession of and used by the other Party as of the Public Filing Date may continue to be used by such Party in possession of the Confidential Information in and only in the operation of the Pintec Business, in the case of Pintec and its subsidiaries and VIEs, or the Jimu Business, in the case of Jimu and its subsidiaries and VIEs, and may be used only so long as the Confidential Information is maintained in confidence and not disclosed in violation of Section 4.5(a). Such continued right to use Confidential Information may not be transferred, including by merger, consolidation, reorganization, operation of law, or otherwise, to any third party unless such third party (i) purchases all or substantially all of the business or business line and assets in one transaction or in a series of related transactions for which or in which the relevant Confidential Information is used or employed and (ii) expressly agrees in writing to be bound by the provisions of this Section 4.5. In the event that such right to use is transferred in accordance with the preceding sentence, the transferring Party shall not disclose the source of the relevant Confidential Information.

Section 4.6 Privileged Matters . The Parties agree that their respective rights and obligations to maintain, preserve, assert or waive any or all privileges belonging to each such Party or its subsidiaries or VIEs including but not limited to the attorney-client and work product privileges (collectively, “ Privileges ”) shall be governed by the provisions of this Section 4.6. With respect to Privileged Information (as defined below) of Pintec, Pintec shall have sole authority in perpetuity to determine whether to assert or waive any or all Privileges, and Jimu shall take no action (nor permit any of its subsidiaries or VIEs to take action) without the prior written consent of Pintec that could result in any waiver of any Privilege that could be asserted by Pintec or any of its subsidiaries or VIEs under applicable law and this Agreement. With respect to Privileged Information of Jimu, Jimu shall have sole authority in perpetuity to determine whether to assert or waive any or all Privileges, and Pintec shall take no action (nor permit any of its subsidiaries or VIEs to take action) without the prior written consent of Jimu that could result in any waiver of any Privilege that could be asserted by Jimu or any of its subsidiaries or VIEs under applicable law and this Agreement.

(a) The rights and obligations created by this Section 4.6 shall apply to all Information as to which the Parties or their respective subsidiaries or VIEs would be entitled to assert or has asserted a Privilege (“Privileged Information”). Privileged Information of Pintec includes but is not limited to (i) any and all Information regarding the business of Pintec and its subsidiaries and VIEs (other than Information regarding the Jimu Business), whether or not it is in the possession of Jimu or any of its subsidiaries and VIEs; (ii) all communications subject to a Privilege between counsel for Pintec (including in-house counsel and former in-house counsel who are or were employees of Jimu) and any individual who, at the time of the communication, was an employee of Pintec, regardless of whether such employee is or becomes an employee of Jimu or any of its subsidiaries and VIEs and (iii) all Information generated, received or arising after the Public Filing Date that refers or relates to Privileged Information of Pintec generated, received or arising prior to the Public Filing Date. Privileged Information of Jimu includes but is not limited to (x) any and all Information regarding the Jimu Business, whether or not it is in the possession of Pintec or any of its subsidiaries and VIEs; (y) all communications subject to a Privilege occurring after the Public Filing Date between counsel for Jimu (including in-house counsel) and any person who, at the time of the communication, was an employee of Jimu, regardless of whether such employee was, is or becomes an employee of Pintec or any of its subsidiaries or VIEs and (z) all Information generated, received or arising after the Public Filing Date that refers or relates to Privileged Information of Jimu generated, received or arising prior to the Public Filing Date.

(b) Upon receipt by a Party or its subsidiaries or VIEs of any subpoena, discovery or other request from any third party that actually or arguably calls for the production or disclosure of Privileged Information of the other Party or its subsidiaries or VIEs, or if a Party or any of its subsidiaries or VIEs obtains knowledge that any of its current or former employees has received any subpoena, discovery or other request from any third party that actually or arguably calls for the production or disclosure of Privileged Information of the other Party or its subsidiaries or VIEs, such Party shall promptly notify that other Party of the existence of the request and shall provide that other Party a reasonable opportunity to review the Information and to assert any rights such other Party may have under this Section 4.6 or otherwise to prevent the production or disclosure of Privileged Information. Pintec or its subsidiaries or VIEs, or Jimu or its subsidiaries and VIEs, as the case may be, will not produce or disclose to any third party any of the other Party’s Privileged Information under this Section 4.6 unless (i) such other Party has provided its express written consent to such production or disclosure or (ii) a court of competent jurisdiction has entered an order not subject to interlocutory appeal or review finding that the Information is not entitled to protection from disclosure under any applicable privilege, doctrine or rule.

(c) Pintec’s transfer of books and records pertaining to the Jimu Business and other Information pertaining to Jimu, if any, Pintec’s agreement to permit Jimu to obtain Information existing prior to the Public Filing Date, Jimu’s transfer of books and records and other Information pertaining to Pintec, if any, and Jimu’s agreement to permit Pintec to obtain Information existing prior to the Public Filing Date are made in reliance on Pintec’s and Jimu’s respective agreements, as set forth in Section 4.4 and this Section 4.6, to maintain the confidentiality of such Information and to take the steps provided herein for the preservation of all Privileges that may belong to or be asserted by Jimu or Pintec, as the case may be. The access to Information, witnesses and individuals being granted pursuant to Section 4.3 and Section 4.4 and the disclosure to one Party of Privileged Information relating to the other Party’s businesses pursuant to this Agreement shall not be asserted by Pintec or

Jimu to constitute, or otherwise be deemed, a waiver of any Privilege that has been or may be asserted under this Section 4.6 or otherwise. Nothing in this Agreement shall operate to reduce, minimize or condition the rights granted to, or the obligations imposed upon, Pintec and Jimu by this Section 4.6.

Section 4.7 Future Litigation and Other Proceedings . In the event that Jimu (or any of its subsidiaries or VIEs or any of its or their respective officers or directors) or Pintec (or any of its subsidiaries or VIEs or any of its or their respective officers or directors) at any time after the date hereof initiates or becomes subject to any litigation or other proceedings before any Governmental Authority or arbitration panel with respect to which the Parties have no prior agreements (as to indemnification or otherwise), the Party (and its subsidiaries and VIEs and its and their respective officers and directors) that has not initiated and is not subject to such litigation or other proceedings shall comply, at the litigant Party’s expense, with any reasonable requests by the litigant Party for assistance in connection with such litigation or other proceedings (including by way of provision of Information and making available of employees as witnesses). In the event that Jimu (or any of its subsidiaries or VIEs or any of its or their respective officers or directors) and Pintec (or any of its subsidiaries or VIEs or any of its or their respective officers or directors), or any combination thereof, at any time after the date hereof initiate or become subject to any litigation or other proceedings before any Governmental Authority or arbitration panel with respect to which the litigant Parties have no prior agreements (as to indemnification or otherwise), each litigant Party (and its officers and directors) shall, at their own expense, coordinate their strategies and actions with respect to such litigation or other proceedings to the extent such coordination would not be detrimental to their respective interests and shall comply, at the expense of the requesting Party, with any reasonable requests of such Party for assistance in connection therewith (including by way of provision of Information and making available of employees as witnesses).

Section 4.8 Mail and other Communications . Each of Jimu and Pintec may receive mail, facsimiles, packages and other communications properly belonging to the other. Accordingly, each Party authorizes each of the other Party to receive and open all mail, telegrams, packages and other communications received by it and not unambiguously intended for the other Party or any of the other Party’ officers or directors, and to retain the same to the extent that they relate to the business of the receiving Party or, to the extent that they do not relate to the business of the receiving Party, to promptly deliver such mail, telegrams, packages or other communications, including, without limitation, notices of any liens or encumbrances on any asset transferred to Pintec or its subsidiaries or VIEs in connection with the separation from Jimu, if any, (or, in case the same relate to both businesses, copies thereof) to the other Party as provided for in Section 7.5 hereof. The provisions of this Section 4.8 are not intended to, and shall not, be deemed to constitute (a) an authorization by either Jimu or Pintec to permit the other to accept service of process on its behalf and no Party is or shall be deemed to be the agent of the other Party for service of process purposes or (b) a waiver of any Privilege with respect to Privileged Information contained in such mail, telegrams, packages or other communications.

Section 4.9 Other Inter-Company Services Agreements . To the extent not covered under the Inter-Company Agreements, Jimu and its subsidiaries and VIEs, on the one hand, and Pintec and its subsidiaries and VIEs, on the other, may enter into other service agreements from time to time covering the provision of various services, if any, including

financial, accounting, legal, and other services by Jimu (and its subsidiaries and VIEs) to Pintec (and its subsidiaries and VIEs) or vice versa.

Section 4.10 Payment of Expenses . Except as otherwise provided in this Agreement, the Inter-Company Agreements or any other agreement between the Parties relating to the IPO, (i) all costs and expenses of the Parties in connection with the IPO (including costs associated with drafting this Agreement, the Inter-Company Agreements and the documents relating to the formation of Pintec and its subsidiaries and VIEs) shall be paid by Pintec and (ii) all costs and expenses of the Parties in connection with any matter not relating to the IPO shall be paid by the Party which incurs such cost or expense. Notwithstanding the foregoing, Jimu and Pintec shall each be responsible for their own internal fees, costs and expenses (e.g., salaries of personnel) incurred in connection with the IPO.

ARTICLE 5

MUTUAL RELEASES; INDEMNIFICATION

Section 5.1 Release of Claims .

(a) Jimu Release . Except as provided in Section 5.1(c), Jimu, for itself and as agent for each of its subsidiaries and VIEs, does hereby assume, and does hereby remise, release and forever discharge the Pintec Indemnitees from, any and all Liabilities whatsoever, whether at law or in equity (including any right of contribution), whether arising under any contract or agreement, by operation of law or otherwise, existing or arising from any past acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur or any conditions existing or alleged to have existed on or before the Public Filing Date, including in connection with the transactions and all other activities to implement the IPO.

(b) Pintec Release . Except as provided in Section 5.1(c), Pintec, for itself and as agent for each of its subsidiaries and VIEs, does hereby remise, release and forever discharge the Jimu Indemnitees from any and all Liabilities whatsoever, whether at law or in equity (including any right of contribution), whether arising under any contract or agreement, by operation of law or otherwise, existing or arising from any past acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur or any conditions existing or alleged to have existed on or before the Public Filing Date, including in connection with the transactions and all other activities to implement the IPO.

(c) No Impairment . Nothing contained in Section 5.1(a) or Section 5.1(b) shall limit or otherwise affect any Party’s rights or obligations pursuant to or contemplated by this Agreement or any Inter-Company Agreement, in each case in accordance with its terms, including, without limitation, any obligations relating to indemnification, including indemnification pursuant to Section 5.2 and Section 5.3 of this Agreement.

Section 5.2 Indemnification by Pintec . Except as otherwise provided in this Agreement, Pintec shall, for itself and as agent for each of its subsidiaries and VIEs, indemnify, defend (or, where applicable, pay the defense costs for) and hold harmless the Jimu Indemnitees from and against, and shall reimburse the Jimu Indemnitees with respect to, any and all Losses that any third party seeks to impose upon the Jimu Indemnitees, or which

are imposed upon the Jimu Indemnitees, and that relate to, arise or result from, whether prior to, on or following the Public Filing Date, any of the following items (without duplication):

(a) any Pintec Liability;

(b) any breach by Pintec or any of its subsidiaries and VIEs of this Agreement or any of the Inter-Company Agreements; and

(c) any Liabilities relating to, arising out of or resulting from any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, with respect to all information (i) contained in the IPO Registration Statement, any issuer free writing prospectus or any preliminary, final or supplemental prospectus forming a part of the IPO Registration Statement (other than information provided in writing by Jimu or any of its subsidiaries or VIEs to Pintec specifically for inclusion in the IPO Registration Statement, any issuer free writing prospectus or any preliminary, final or supplemental prospectus forming a part of the IPO Registration Statement), (ii) contained in any public filings made by Pintec with the SEC following the Public Filing Date or (iii) provided in writing by Pintec or its subsidiaries or VIEs to Jimu specifically for inclusion in Jimu’s annual or quarterly reports (if any) following the Public Filing Date to the extent (A) such information pertains to (x) Pintec or its subsidiaries or VIEs or (y) the Pintec Business or (B) Jimu has provided prior written notice to Pintec that such information will be included in one or more annual or quarterly reports (if any), specifying how such information will be presented, and the information is included in such annual or quarterly reports; provided that this sub-clause (B) shall not apply to the extent that any such Liability arises out of or results from, or in connection with, any action or inaction of Jimu or any of its subsidiaries or VIEs, including as a result of any misstatement or omission of any information by Jimu or its subsidiaries or VIEs to Pintec.

In the event that Pintec or any of its subsidiaries or VIEs makes a payment to the Jimu Indemnitees hereunder, and any of the Jimu Indemnitees subsequently diminishes the Liability on account of which such payment was made, either directly or through a third-party recovery (other than a recovery indirectly from Jimu or its subsidiaries or VIEs), Jimu will promptly repay (or will procure an Jimu Indemnitee to promptly repay) Pintec (or its subsidiaries or VIEs that have made the payment) the amount by which the payment made by Pintec (or its subsidiaries or VIEs that have made the payment) exceeds the actual cost of the associated indemnified Liability.

Section 5.3 Indemnification by Jimu . Except as otherwise provided in this Agreement, Jimu shall, for itself and as agent for each of its subsidiaries and VIEs, indemnify, defend (or, where applicable, pay the defense costs for) and hold harmless the Pintec Indemnitees from and against, and shall reimburse each such Pintec Indemnitee with respect to, any and all Losses that any third party seeks to impose upon the Pintec Indemnitees or which are imposed upon the Pintec Indemnitees to the extent relating to, arising from or resulting from, whether prior to, on or following the Public Filing Date, any of the following items (without duplication):

(a) any Liability of Jimu or its subsidiaries or VIEs and all Liabilities arising out of the operation or conduct of the Jimu Business (in each case excluding the Pintec Liabilities);

(b) any breach by Jimu or any member of the Jimu Group of this Agreement or any of the Inter-Company Agreements; and

(c) any Liabilities relating to, arising out of or resulting from any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, with respect to all information (i) contained in the IPO Registration Statement, any issuer free writing prospectus or any preliminary, final or supplemental prospectus forming a part of the IPO Registration Statement and provided in writing by Jimu or any of its subsidiaries or VIEs to Pintec specifically for inclusion in the IPO Registration Statement, any issuer free writing prospectus or any preliminary, final or supplemental prospectus forming a part of the IPO Registration Statement), (ii) contained in any public filings made by Jimu with the SEC following the Public Filing Date, if any, or (iii) provided in writing by Jimu or its subsidiaries or VIEs to Pintec specifically for inclusion in Pintec’s annual or quarterly reports following the Public Filing Date to the extent (A) such information pertains to (x) Jimu or any of its subsidiaries or VIEs or (y) the Jimu Business or (B) Pintec has provided prior written notice to Jimu that such information will be included in one or more annual or quarterly reports, specifying how such information will be presented, and the information is included in such annual or quarterly reports; provided that this sub-clause (B) shall not apply to the extent that any such Liability arises out of or results from, or in connection with, any action or inaction of Pintec or any of its subsidiaries or VIEs, including as a result of any misstatement or omission of any information by Pintec or any of its subsidiaries or VIEs to Jimu.

In the event that Jimu or any of its subsidiaries or VIEs makes a payment to the Pintec Indemnitees hereunder, and any of the Pintec Indemnitees subsequently diminishes the Liability on account of which such payment was made, either directly or through a third-party recovery (other than a recovery indirectly from Pintec or its subsidiaries or VIEs), Pintec will promptly repay (or will procure a Pintec Indemnitee to promptly repay) Jimu (or any of its subsidiaries or VIEs that has made the payment) the amount by which the payment made by Jimu (or any its subsidiaries or VIE s that has made the payment) exceeds the actual cost of the indemnified Liability.

Section 5.4 Procedures for Defense, Settlement and Indemnification of Third Party Claims .

(a) Notice of Claims . If an Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) other than Pintec, Jimu and their respective subsidiaries and VIEs of any claim or of the commencement by any such Person of any Action (collectively, a “ Third Party Claim ”) with respect to which an Indemnifying Party may be obligated to provide indemnification, Pintec or Jimu, as applicable, will ensure that such Indemnitee shall give such Indemnifying Party written notice thereof within thirty (30) days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the delay or failure of any Indemnitee or other Person to give notice as provided in this Section 5.4 shall not relieve the related Indemnifying Party of its obligations under this Article 5, except to the extent that such Indemnifying Party is actually and substantially prejudiced by such delay or failure to give notice.

(b) Defense by Indemnifying Party . An Indemnifying Party shall be entitled to participate in the defense of any Third Party Claim and, to the extent that it wishes,

at its cost, risk and expense, to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee, unless the Indemnifying Party is also a party to such proceeding and the Indemnitee determines in good faith that joint representation would be materially prejudicial to the Indemnitee’s defense. After timely notice from the Indemnifying Party to the Indemnitee of such election to so assume the defense thereof, the Indemnifying Party shall not be liable to the Indemnitee for any legal expenses of other counsel or any other expenses subsequently incurred by the Indemnitee in connection with the defense thereof. The Indemnitee agrees to cooperate in all reasonable respects with the Indemnifying Party and its counsel in the defense against any Third Party Claim. The Indemnifying Party shall be entitled to compromise or settle any Third Party Claim as to which it is providing indemnification, provided that any compromise or settlement shall be made only with the written consent of the Indemnitee, such consent not to be unreasonably withheld.

(c) Defense by Indemnitee . If an Indemnifying Party fails to assume the defense of a Third Party Claim within thirty (30) days after receipt of notice of such claim, the Indemnitee will, upon delivering notice to such effect to the Indemnifying Party, have the right to undertake the defense, compromise or settlement of such Third Party Claim on behalf of and for the account of the Indemnifying Party subject to the limitations as set forth in this Section 5.4; provided, however, that such Third Party Claim shall not be compromised or settled without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. If the Indemnitee assumes the defense of any Third Party Claim, it shall keep the Indemnifying Party reasonably informed of the progress of any such defense, compromise or settlement. The Indemnifying Party shall reimburse all such costs and expenses of the Indemnitee in the event it is ultimately determined that the Indemnifying Party is obligated to indemnify the Indemnitee with respect to such Third Party Claim. In no event shall an Indemnifying Party be liable for any settlement effected without its consent, which consent shall not be unreasonably withheld.

Section 5.5 Additional Matters .

(a) Cooperation in Defense and Settlement . With respect to any Third Party Claim that implicates both Jimu and Pintec in a material way due to the allocation of Liabilities, responsibilities for management of defense and related indemnities set forth in this Agreement or any of the Inter-Company Agreements, the Parties agree to cooperate fully and maintain a joint defense (in a manner that will preserve the attorney-client privilege, joint defense or other privilege with respect thereto) so as to minimize such Liabilities and defense costs associated therewith. Any Party that is not responsible for managing the defense of such Third Party Claims shall, upon reasonable request, be consulted with respect to significant matters relating thereto and may, if necessary or helpful, engage counsel to assist in the defense of such claims.

(b) Subrogation . In the event of payment by or on behalf of any Indemnifying Party to or on behalf of any Indemnitee in connection with any Third Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnitee, in whole or in part based upon whether the Indemnifying Party has paid all or only part of the Indemnitee’s Liability, as to any events or circumstances in respect of which such Indemnitee may have any right, defense or claim relating to such Third Party Claim against any claimant or plaintiff asserting such Third Party Claim or against any other person. Such Indemnitee shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right, defense or claim.

Section 5.6 Survival of Indemnities . The rights and obligations of the Parties under this Article 5 shall survive the sale or other transfer by any Party of any of its assets or businesses or the assignment by it of any Liabilities or the acquisition of control of such Party (by sale of capital stock or other equity interests, merger, consolidation or otherwise).

ARTICLE 6

DISPUTE RESOLUTION

Section 6.1 Dispute Resolution .

(a) Any dispute, controversy or claim arising out of or relating to this Agreement or the breach, termination or validity thereof (“ Dispute ”) which arises between the Parties shall first be negotiated between appropriate senior executives of each Party who shall have the authority to resolve the matter. Such executives shall meet to attempt in good faith to negotiate a resolution of the Dispute prior to pursuing other available remedies, within ten (10) days of receipt by a Party of written notice of a Dispute, which date of receipt shall be referred to herein as the “ Dispute Resolution Commencement Date .” Discussions and correspondence relating to trying to resolve such Dispute shall be treated as Confidential Information and Privileged Information of each of Pintec and Jimu developed for the purpose of settlement and shall be exempt from discovery or production and shall not be admissible in any subsequent proceeding between the Parties.

(b) If the senior executives are unable to resolve the Dispute within thirty (30) days from the Dispute Resolution Commencement Date, then the Dispute will be submitted to the boards of directors of Pintec and Jimu. Representatives of each board of directors shall meet as soon as practicable to attempt in good faith to negotiate a resolution of the Dispute.

(c) If the representatives of the two boards of directors are unable to resolve the Dispute within sixty (60) days from the Dispute Resolution Commencement Date, then, on the request of any Party, the Dispute will be mediated by a mediator appointed pursuant to the mediation rules of the American Arbitration Association. Both Parties will share the administrative costs of the mediation and the mediator’s fees and expenses equally, and each Party shall bear all of its other costs and expenses related to the mediation, including but not limited to attorney’s fees, witness fees, and travel expenses. The mediation shall take place in Beijing, China or in whatever alternative forum on which the Parties may agree.

(d) If the Parties cannot resolve any Dispute through mediation within thirty (30) days after the appointment of the mediator (or the earlier withdrawal thereof), each Party shall be entitled to submit the Dispute to Hong Kong International Arbitration Centre for arbitration in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules in force at the time when the Dispute is submitted. There shall be three (3) arbitrators. The third and presiding arbitrator shall be qualified to practice law in New York. The place or seat of arbitration shall be Hong Kong. The award of the arbitral tribunal shall be final and binding upon the parties thereto, and the prevailing party may apply to a court of competent jurisdiction for enforcement of such award.

Unless otherwise agreed in writing, the Parties will continue to provide service and honor all other commitments under this Agreement and each Inter-Company Agreement during the course of dispute resolution pursuant to the provisions of this Section 6.1 with respect to all matters not subject to such dispute, controversy or claim.

ARTICLE 7

MISCELLANEOUS.

Section 7.1 Consent . Any consent of a Party pursuant to this Agreement or any of the Inter-Company Agreements shall not be effective unless it is in writing and evidenced by the signature of the Chief Executive Officer or Chief Financial Officer of such Party (or such other person that the Chief Executive Officer, Chief Financial Officer or board of directors of such Party has specifically authorized in writing to give such consent).

Section 7.2 Limitation of Liability . IN NO EVENT SHALL PINTEC OR ANY MEMBER OF THE PINTEC GROUP OR JIMU OR ANY MEMBER OF THE JIMU GROUP BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATED COMPANIES FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT, INCIDENTAL OR PUNITIVE DAMAGES OR LOST PROFITS, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE) ARISING IN ANY WAY OUT OF THIS AGREEMENT, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; PROVIDED , HOWEVER , THAT THE FOREGOING LIMITATIONS SHALL NOT LIMIT EACH PARTY’S INDEMNIFICATION OBLIGATIONS FOR LIABILITIES AS SET FORTH IN THIS AGREEMENT OR IN ANY INTER-COMPANY AGREEMENT.

Section 7.3 Termination . This Agreement may be terminated by mutual consent of the Parties, evidenced by an instrument in writing signed on behalf of each of the Parties. In the event of termination pursuant to this Section 7.3, no Party shall have any liability of any kind to the other Party. This Agreement shall terminate on the date that is five (5) years after the IPO Completion Date; provided , however , that (i) the provisions of Section 4.7 shall survive for a period of seven (7) years after the termination of this Agreement, and (ii) the provisions of Section 4.5, Article 5, Article 6 and Article 7 shall survive indefinitely after the termination of this Agreement. For avoidance of doubt, the termination of this Agreement shall not affect the validity and effectiveness of the Inter-Company Agreements.

Section 7.4 Amendment . This Agreement may not be amended except by an instrument in writing executed by a duly authorized representative of each party.

Section 7.5 Notices . Notices, offers, requests or other communications required or permitted to be given by a Party pursuant to the terms of this Agreement shall be given in writing to the other Party to the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section):

if to Pintec:

216, 2/F East Gate, Pacific Century Place

No.A2 N. GongTi Road,

Chaoyang District, Beijing

The People’s Republic of China

if to Jimu:

A501-505 Yuanyang Guanghua International Building

No. 10 West Jintong Road,

Chaoyang District, Beijing

The People’s Republic of China

or to such other address, facsimile number or email address as the Party to whom notice is given may have previously furnished to the other in writing as provided herein. Any notice involving non-performance or termination shall be sent by hand delivery or recognized courier. All other notices may also be sent by facsimile or email, confirmed by mail. All notices shall be deemed to have been given when received, if hand delivered; when transmitted, if transmitted by facsimile or email; upon confirmation of delivery, if sent by recognized courier; and upon receipt if mailed.

If any of such notice or other correspondences is transmitted by facsimile or telex, it shall be treated as delivered immediately upon transmission; if delivered in person, it shall be treated as delivered at the time of delivery; if posted by mail, it shall be treated as delivered five (5) days after posting.

Section 7.6 Governing Law . This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, U.S.A.

Section 7.7 Authority . Each of the Parties hereto represents to the others that (a) it has the corporate or other requisite power and authority to execute, deliver and perform this Agreement, (b) the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary corporate or other actions, (c) it has duly and validly executed and delivered this Agreement, and (d) this Agreement is a legal, valid and binding obligation, enforceable against it in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and general equity principles.

Section 7.8 Entire Agreement . This Agreement, the Inter-Company Agreements and the Exhibits and Schedules referenced or attached hereto and thereto constitute the entire agreement between the Parties with respect to the subject matter hereof and thereof and supersede all previous agreements, negotiations, discussions, writings, understandings, commitments and conversations with respect to the subject matter hereof and thereof.

Section 7.9 Severability . If any term or other provision of this Agreement is determined by a court, administrative agency or arbitrator to be invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner in order that transactions contemplated hereby are fulfilled to the fullest extent possible.

Section 7.10 Failure or Indulgence not Waiver; Remedies Cumulative . No failure or delay on the part of any Party hereto in the exercise of any right hereunder shall

impair such right or be construed to be a waiver of, or acquiescence in, any breach of any representation, warranty or agreement herein, nor shall any single or partial exercise of any such right preclude other or further exercise thereof or of any other right. All rights and remedies existing under this Agreement are cumulative to, and not exclusive of, any rights or remedies otherwise available.

Section 7.11 Binding Effect; Assignment . This Agreement shall inure to the benefit of and be binding upon the Parties hereto and their respective legal representatives and successors, and nothing in this Agreement, express or implied, is intended to confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Agreement. No Party may assign this Agreement or any rights or obligations hereunder, without the prior written consent of the other Party, and any such assignment without such consent shall be void; provided, however, each Party may assign this Agreement to a successor entity in conjunction with such Party’s reincorporation in another jurisdiction or into another business form.

Section 7.12 No Third Party Beneficiaries . None of the provisions of this Agreement shall be for the benefit of or enforceable by any third party, including any creditor of any Person. No such third party shall obtain any right under any provision of this Agreement or shall by reasons of any such provision make any claim in respect of any Liability (or otherwise) against either Party hereto.

Section 7.13 Inconsistency . None of the provisions of this Agreement is intended to supersede any provision in any Inter-Company Agreement or any other agreement with respect to the respective subject matters thereof. In the event of conflict between this Agreement and any Inter-Company Agreement or other agreement executed in connection herewith, the provisions of such other agreement shall prevail.

Section 7.14 Interpretation . The headings contained in this Agreement and in the table of contents to this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. For all purposes of this Agreement: (i) all references in this Agreement to designated “Sections” and other subdivisions are to the designated Sections and other subdivisions of the body of this Agreement unless otherwise indicated; (ii) the words “herein”, “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Section or other subdivision; (iii) “or” is not exclusive; (iv) “including” and “includes” will be deemed to be followed by “but not limited to” and “but is not limited to”, respectively; (v) any definition of, or reference to, any law, agreement, instrument or other document herein will be construed as referring to such law, agreement, instrument or other document as from time to time amended, supplemented or otherwise modified; (vi) any definition of, or reference to, any statute will be construed as referring also to any rules and regulations promulgated thereunder; and (vii) words in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires.

Section 7.15 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 shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or other electronic imaging means will be effective as delivery of a manually executed counterpart of this Agreement.

[Signature page follows]

WHEREFORE, the Parties have signed this Master Transaction Agreement effective as of the date first set forth above.

	Pintec Technology Holdings Limited


	By:	/s/ WEI Wei
	Name: WEI Wei
	Title: Director


	Pintec Holdings Limited


	By:	/s/ DONG Jun
	Name: DONG Jun
	Title: Director

[Signature Page to Master Transaction Agreement]

Exhibit 10.26

Restructuring Agreement

by and among

Pintec Holdings Limited

and

Shareholders as set forth in Schedule A

December 1, 2017

THIS RESTRUCTURING AGREEMENT (the “ Agreement” ) is entered into on 1 st day of December, 2017 in Beijing, People’s Republic of China (“ PRC ”)

by and among

(1) Pintec Holdings Limited ( the “ Company ”) ;

(2) Each of the entities as set forth in Schedule A attached hereto (collectively the “ Shareholders ” and each, a “ Shareholder ”)

(each, a “ Party ” and collectively, the “ Parties ”)

WHEREAS:

A. The Company, through its subsidiaries and affiliated entities (together with the Company, the “ Original Group Companies ”) before the Restructuring (as defined below), engages in, among other businesses, the provision of Dumiao lending solutions and Polaris and Hongdian wealth management solutions (the “ Business” ).

B. The Company wishes to carry out a restructuring by (i) establishing the Pintec Group entities with the shareholding structure of the Pintec Holding Entity (as defined below) mirroring that of the Company; (ii) transferring the assets owned or controlled and the employees employed by the Jimu Group in connection with the Business to the Pintec Group, and (iii) establishing an employee equity compensation plan (the “ ESOP ”) mirroring that of the Jimu Group (the “ Restructuring ”). For the purpose of this Agreement, “ Jimu Group ” shall mean the Company and its subsidiaries and affiliated entities after the Restructuring, and “ Pintec Group ” shall mean the Pintec Holding Entity and its subsidiaries and affiliated entities after the Restructuring.

C. The Parties agree to carry out the Restructuring in accordance with the terms and conditions set forth herein.

NOW, THEREFORE , the Parties have agreed as follows:

Article 1 Restructuring

1.1. Establishment of Pintec Structure

An offshore entity shall be established as the holding company and financing platform of the Pintec Group (the “ Pintec Holding Entity ”). The Pintec Holding Entity shall set up certain subsidiaries in the British Virgin Islands and Hong Kong, and the Hong Kong subsidiaries shall set up wholly foreign owned entities (the “ WFOEs ” and each a “ WFOE ”) under the laws of PRC.

1.2. Mirroring the Shareholding Structure

The Pintec Holding Entity shall issue shares to each of the Founders’ holding companies (“ Founders ” shall mean DONG Jun ( 董骏 ), WEI Wei ( 魏伟 ), PENG Xiaomei ( 彭笑玫 ), LI Yuyang ( 李宇阳 ), Freeman JR Richard Barry, DONG Hao( 董浩 ), ZHOU Jing ( 周静 ) and HU Wei ( 胡伟 )) and other Shareholders to mirror the shareholding structure of Company, immediately after which, the shareholding structure of the Company will be the same as the shareholding structure of the Pintec Holding Entity.

1.3. Onshore Restructuring

All the assets (including the intellectual properties), business agreements, costs and expenses, revenue and receivables attributable to the Business that still remain in the Jimu Group immediately before the Restructuring, shall be transferred to the corresponding companies of the Pintec Group (including the companies to be controlled through contractual arrangements by the Pintec Group). The employees who are engaged in the Business shall establish employment relationships with the Pintec Group in accordance with the schedule agreed between the Jimu Group and the Pintec Group. The WFOEs shall enter into standard contractual arrangements with those entities operating the Business that previously had been controlled by companies in the Jimu Group.

After the above-mentioned onshore restructurings, the corresponding assets and employees shall be operated in the Pintec Group or the Jimu Group independently.

1.4. ESOP of Pintec Group

The Pintec Holding Entity shall establish an ESOP with the material terms and conditions the same as those in the currently effective ESOP of the Company. Taking into consideration of the Restructuring, the employees that are granted options under the original ESOP of the Company (the “ Participants ”) shall be granted options by the Pintec Holding Entity representing the same number of shares as those options held by the Participants under the original ESOP of the Company with the same vesting terms and the vesting commencement date in order to compensate them for the diminution of their interest as a result of the Restructuring.

1.5. Adjustment of Certain Preference Rights

For the purpose of the Restructuring, the Parties hereby agree that the valuation of the Original Group Companies shall be split between the Jimu Group and the Pintec Group to reflect their separate values, and therefore that terms of the preference rights as set forth in the shareholders’ agreement and charter documents of each of the Company and Pintec Holding Entity for which the valuation is relevant, such as the requirement for a qualified public offering and the deemed issue price of preferred shares, shall be adjusted accordingly to reflect the split in the valuation.

Article 2 Breach

2.1. Any Party that breaches its obligations hereunder shall be liable to compensate the other relevant Parties for losses and damages incurred as a result.

Article 3 Termination

3.1. Event of Termination

Except as otherwise provided herein, this Agreement may be terminated in writing by the consent of all Parties.

3.2. Effect of Termination

The termination of this Agreement shall not affect any rights and obligations which have accrued prior to the termination, provided that nothing herein shall relieve any Party of any liability incurred before the termination of this Agreement.

Article 4 Governing Law and Dispute Resolution

4.1. Governing Law

This Agreement shall be governed by and construed exclusively in accordance with the Hong Kong laws, without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the Hong Kong laws to the rights and duties of the Parties hereunder.

4.2. Dispute Resolution

(a) Negotiation Between Parties; Mediation . The Parties agree to negotiate in good faith to resolve any dispute, controversy, difference or claim arising out of or relating to this Agreement, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to this Agreement. If the negotiations do not resolve the dispute to the reasonable satisfaction of all Parties within thirty (30) days, Section 4.2 (b) shall apply.

(b) Arbitration . In the event the Parties are unable to settle a dispute between them regarding this Agreement in accordance with subsection (a) above, such dispute shall be referred to and exclusively settled by arbitration administrated by the Hong Kong International Arbitration Centre (the “ HKIAC ”) in accordance with the HKIAC Administered Arbitration Rules (the “ HKIAC Rules ”) in effect when the Notice of Arbitration is submitted, which rules are deemed to be incorporated by reference into this subsection (b). The arbitration tribunal shall consist of three arbitrators to be appointed according to the HKIAC Rules. The law of this arbitration clause shall be Hong Kong law and the seat of arbitration shall be Hong Kong. The arbitration proceedings shall be conducted in English.

Article 5 Miscellaneous

5.1 Successors and Assigns.

Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the Parties hereto whose rights or obligations hereunder are affected by such amendments.

5.2 Amendment

Any term of this Agreement may be amended only with the written consent of the Parties.

5.3 Delays or Omissions.

No delay or omission to exercise any right, power or remedy accruing to any Party, upon any breach or default of any Party hereto under this Agreement, shall impair any such right, power or remedy of such Party, nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of any similar breach of default thereafter occurring; nor shall any waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any Party of any breach of default under this Agreement or any waiver on the part of any Party of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement, or by law or otherwise afforded to the Parties shall be cumulative and not alternative.

5.4 Interpretation; Titles and Subtitles

This Agreement shall be construed according to its fair language. The rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in interpreting this Agreement. The titles of the sections and subsections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement. Unless otherwise expressly provided herein, all references to sections and exhibits herein are to sections and exhibits of this Agreement. As used in this Agreement, the words “include” and “including”, and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation”.

5.5 Severability

If any provision of this Agreement is found to be invalid or unenforceable, then such provision shall be construed, to the extent feasible, so as to render the provision enforceable and to provide for the consummation of the transactions contemplated hereby on substantially the same terms as originally set forth herein, and if no feasible interpretation would save such provision, it shall be severed from the remainder of this Agreement, which shall remain in full force and effect unless the severed provision is essential to the rights or benefits intended by the Parties. In such event, the Parties shall use best efforts to negotiate, in good faith, a substitute, valid and enforceable provision or agreement which most nearly effects the Parties’ intent in entering into this Agreement.

5.6 Counterparts

This Agreement may be executed (including electronic and facsimile signature) in any number of counterparts and may be delivered by electronic PDF or facsimile transmission, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

5.7 Further Assurances

Each Party shall from time to time and at all times hereafter make, do, execute, or cause or procure to be made, done and executed such further acts, deeds, conveyances, consents and assurances without further consideration, which may reasonably be required to effect the transactions contemplated by this Agreement.

[ Remainder of the page intentionally left blank; signature to follow ]

IN WITNESS WHEREOF, the parties have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

	THE COMPANY:


	Pintec Holdings Limited


	By:	/s/DONG Jun
	Name:	DONG Jun ( 董骏 )
	Title:	Director

IN WITNESS WHEREOF, the parties have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

	THE SHAREHOLDERS:


	Victory Bridge Capital Partners Ltd.


	By:	/s/DONG Jun
	Name:	DONG Jun ( 董骏 )
	Title:	Director


	Spacelink Holdings Limited


	By:	/s/WEI Wei
	Name:	WEI Wei ( 魏伟 )
	Title:	Director


	Blue Sky Dynamo Holdings Limited


	By:	/s/PENG Xiaomei
	Name:	PENG Xiaomei ( 彭笑玫 )
	Title:	Director


	Penny Sun Investment Holdings Ltd.


	By:	/s/LI Yuyang
	Name:	LI Yuyang ( 李宇阳 )
	Title:	Director

IN WITNESS WHEREOF, the parties have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

	THE SHAREHOLDERS:


	CH Financial Holdings Ltd.


	By:	/s/Freeman JR Richard Barry
	Name:	Freeman JR Richard Barry
	Title:	Director


	Bigwave Ventures Limited


	By:	/s/DONG Hao
	Name:	DONG Hao ( 董浩 )
	Title:	Director


	Lake Magic Investments Limited


	By:	/s/HU Wei
	Name:	HU Wei ( 胡伟 )
	Title:	Director


	Black Swan Investment Holdings Limited


	By:	/s/ZHOU Jing
	Name:	ZHOU Jing ( 周静 )
	Title:	Director

IN WITNESS WHEREOF, the parties have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

	THE SHAREHOLDERS:


	Vertex Asia Fund Pte. Ltd.


	By:	/s/TAY CHOON CHONG
	Name:	TAY CHOON CHONG
	Title:	Managing Director

IN WITNESS WHEREOF, the parties have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

	THE SHAREHOLDERS :


	Peak Capital Advisory Limited


	By:	/s/BAI YE Feng
	Name:	BAI YE Feng
	Title:	Director


	Diversity Ventures Limited

	By:	/s/BAI YE Feng
	Name:
	Title:


	Dreamland Ventures Limited

	By:	/s/Qinghong Cai
	Name:	Qinghong Cai
	Title:	Director

IN WITNESS WHEREOF, the parties have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

	THE SHAREHOLDERS :


	Magic Stone Hong Tao Alternative Fund, L.P.


	By:	/s/Jenny ZENG
	Name:
	Title:

IN WITNESS WHEREOF, the parties have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

	THE SHAREHOLDERS :


	Investec Bank plc


	By:	/s/Shi JUN /s/Ting CHEN
	Name:	Shi JUN, Ting CHEN
	Title:	Authorised Signatories

IN WITNESS WHEREOF, the parties have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

	THE SHAREHOLDERS :


	DELIGHT TREASURE HOLDINGS LIMITED

	By:	/s/Wen Cyrus Jun Ming
	Name:	Wen Cyrus Jun Ming
	Title:	Director

IN WITNESS WHEREOF, the parties have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

	THE SHAREHOLDERS :


	PRIME EVER GROUP LIMITED

	By:	/s/TUNG Sun Tat Clement
	Name:	TUNG Sun Tat Clement
	Title:	Director

IN WITNESS WHEREOF, the parties have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

	THE SHAREHOLDERS :


	Matrix Partners China III Hong Kong Limited


	By:	/s/SHAO Yibo
	Name:	SHAO Yibo
	Title:	Director

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

	THE SHAREHOLDERS :


	Zhong Capital Fund, L.P.


	By:	/s/GUO Jia
	Name:	GUO Jia
	Title:	Director

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

	THE SHAREHOLDERS :


	CHEER FORTUNE INVESTMENT LIMITED
	( 福至投資有限公司 )


	By:	/s/GUO Jia
	Name:	GUO Jia
	Title:	Director

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

	THE SHAREHOLDERS :


	FUDA INVESTMENT INC.


	By:	/s/GUO Jia
	Name:	GUO Jia
	Title:	Director

IN WITNESS WHEREOF, the parties have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

	THE SHAREHOLDERS :


	VENTECH CHINA S.À R.L.
	acting in its capacity as general partner of
	VENTECH CHINA II SICAR.


	By:	/s/GUO Jia
	Name:	GUO Jia
	Title:	Authorized Signatory

IN WITNESS WHEREOF, the parties have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

	THE SHAREHOLDERS :


	Moon Wan Sun Investments Company Limited


	By:	/s/Denise LAM
	Name:	Denise LAM
	Title:	Authorized Signatory

IN WITNESS WHEREOF, the parties have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

	THE SHAREHOLDERS :


	Magic Stone Alternative Private Equity Fund, L.P.


	By:	/s/Jerry Zeng
	Name:
	Title:

IN WITNESS WHEREOF, the parties have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

	THE SHAREHOLDERS :


	Halvorson Ventures Limited


	By:	/s/BAI Ye FENG
	Name:
	Title:

IN WITNESS WHEREOF, the parties have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

	THE SHAREHOLDERS :


	Xiaomi Ventures Limited


	By:	/s/Wong KONG Kat
	Name:
	Title:

IN WITNESS WHEREOF, the parties have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

	THE SHAREHOLDERS :


	Shunwei TMT III Limited


	By:	/s/Tuck Lye Koh
	Name:	Tuch Lye Koh
	Title:	Director

IN WITNESS WHEREOF, the parties have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

	THE SHAREHOLDERS :


	Hillingdon Ventures Limited


	By:	/s/Louis Choy
	Name:	Louis Choy
	Title:	Director

IN WITNESS WHEREOF, the parties have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

	THE SHAREHOLDERS :


	Sheen Profit Holdings Limited


	By:	/s/KENT HO
	Name:	KENT HO
	Title:	Director

IN WITNESS WHEREOF, the parties have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

	THE SHAREHOLDERS :


	China eCapital Investment Holdings, Ltd.


	By:	/s/Ran Wang
	Name:
	Title:

IN WITNESS WHEREOF, the parties have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

	THE SHAREHOLDERS :


	Mandra iBase Limited


	By:	/s/Song-Yi ZHANG
	Name:	Song-Yi Zhang
	Title:	Director

IN WITNESS WHEREOF, the parties have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

	THE SHAREHOLDERS :


	Woo Foong Hong Limited


	By:	/s/Song-Yi ZHANG
	Name:	Song-Yi Zhang
	Title:	Director

Schedule A

Shareholders

Victory Bridge Capital Partners Ltd.

Spacelink Holdings Limited

Blue Sky Dynamo Holdings Limited

Penny Sun Investment Holdings Ltd.

CH Financial Holdings Ltd.

Bigwave Ventures Limited

Lake Magic Investments Limited

Black Swan Investment Holdings Limited

Diversity Ventures Limited

Dreamland Ventures Limited

China eCapital Investment Holdings, Ltd.

Peak Capital Advisory Limited

Halvorson Ventures Limited

Ventech China II SICAR

Zhong Capital Fund, L.P.

CHEER FORTUNE INVESTMENT LIMITED
( 福至投資有限公司 )

FUDA INVESTMENT INC.

Moon Wan Sun Investments Company Limited

Xiaomi Ventures Limited

Shunwei TMT III Limited

Matrix Partners China III Hong Kong Limited

Vertex Asia Fund Pte. Ltd.

Magic Stone Hong Tao Alternative Fund, L.P.

Magic Stone Alternative Private Equity Fund, L.P.

Hillingdon Ventures Limited

Sheen Profit Holdings Limited

Investec Bank plc

DELIGHT TREASURE HOLDINGS LIMITED

PRIME EVER GROUP LIMITED

Woo Foong Hong Limited

Mandra iBase Limited

Exhibit A

Exhibit 10.27

COOPERATION FRAMEWORK AGREEMENT

Between

PINTEC TECHNOLOGY HOLDINGS LIMITED

And

PINTEC HOLDINGS LIMITED

Dated as of December 1, 2017

TABLE OF CONTENTS

ARTICLE 1 DEFINITIONS	1
ARTICLE 2 COOPERATION	2
ARTICLE 3 REPRESENTATIONS AND WARRANTIES	3
ARTICLE 4 TERM	4
ARTICLE 5 CONFIDENTIALITY	4
ARTICLE 6 NOTICES	5
ARTICLE 7 DEFAULTING LIABILITY	6
ARTICLE 8 FORCE MAJEURE	6
ARTICLE 9 MISCELLANEOUS	7

COOPERATION FRAMEWORK AGREEMENT

This Cooperation Framework Agreement (this “ Agreement ”) is dated as ofDecember 1, 2017, by and between Pintec Technology Holdings Limited, a company incorporated under the laws of the Cayman Islands (“ Pintec ”), and Pintec Holdings Limited, a company incorporated under the laws of the British Virgin Islands (“ Jimu ”) (each of Pintec and Jimu a “ Party ” and, together, the “ Parties ”).

Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in Article 1 hereof.

RECITALS

WHEREAS, substantially all of the business operations of both Pintec Group and Jimu Group originally were conducted through Jimu;

WHEREAS, Pintec contemplates that it will make an initial public offering (“ IPO ”) pursuant to a draft Registration Statement on Form F-1 to be confidentially submitted for review and comment by the SEC under the Securities Act and to be filed publicly with the SEC via its EDGAR system following the substantial completion of such review and comment and as financial market conditions permit (as so filed, and as amended thereafter from time to time, the “ IPO Registration Statement ”);

WHEREAS, Pintec and Jimu have entered into that certain Master Transaction Agreement, dated as of the date hereof (the “ Master Transaction Agreement ”), which sets forth and memorializes the principal arrangements between Pintec and Jimu regarding their relationship from and after the filing of the IPO Registration Statement and the consummation of the IPO, including the entering into of this Agreement; and

WHEREAS, the Parties desire to continue to cooperate with each other in various aspects of their businesses;

NOW, THEREFORE, in consideration of the mutual agreements, covenants and provisions contained in this Agreement, the Parties, intending to be legally bound, agree as follows:

ARTICLE 1

DEFINITIONS

Capitalized terms used and not otherwise defined herein will have the meanings ascribed to such terms in the Master Transaction Agreement. Unless otherwise specified in this Agreement, in this Agreement, the following terms shall have the meanings prescribed thereto below.

“ Calculation Date ” means the last day of each quarter on which date the Common Shareholding shall be calculated.

and outstanding shares (excluding treasury shares) of Pintec owned by such beneficial owner and (ii) the percentage of the issued and outstanding shares (excluding treasury shares) of Jimu owned by such beneficial owner, provided that (1) only shares recorded on the register of members and shares represented by restricted American depositary shares recorded on the books of the ADR program shall be included in the numerator when calculating such percentage, and (2) a share with multiple beneficial owners shall be attributed to only one such beneficial owner.

“ Dispute ” has the meaning set forth in Section 9.4 of this Agreement.

“ Dispute Resolution Commencement Date ” has the meaning set forth in Section 9.4 of this Agreement.

“ Governmental Authority ” means any federal, state, local, foreign or international court, government, department, commission, board, bureau, agency, official or other regulatory, administrative or governmental authority.

“ Jimu ” means Pintec Holdings Limited, a company established under the laws of the British Virgin Islands.

“ Jimubox ” means the peer-to-peer lending platform operated by Jimu and its subsidiaries and VIE.

“ Jimu Group ” means Jimu and its subsidiaries and VIE.

“ Pintec ” has the meaning set forth in the preamble to this Agreement.

“ Pintec Group ” means Pintec and its subsidiaries and VIEs, other than the Jimu Group.

“ Term ” has the meaning prescribed thereto in Section 4.1 hereof.

ARTICLE 2

COOPERATION

Section 2.1 During the Term of this Agreement, Jimu agrees to provide, or cause any other member of the Jimu Group to provide, Pintec Group with services and supports in the following aspects:

(a) fund the loans to borrowers referred and approved by us up to an aggregate of no less than 50% of all of the loans matched on Jimu Group’s online peer-to-peer lending platform each month.

Section 2.2 During the Term of this Agreement, Pintec agrees to provide, or cause any other member of the Pintec Group to provide, Jimu Group with services and supports in the following aspects:

(a) borrower referral : borrower referral and acquisition through Pintec’s sales network and ecosystem;

(b) repayment management : repayment management and support; and

(c) transaction and technology support : technology support, including but not limited to access to Pintec Group’s settlement system and/or any third-party payment platform that is used by Pintec Group, network design, optimization and maintenance, support and upgrade of business support systems, management of information technology equipment, technical support and disaster recovery, and complementary product development, technology and infrastructure support.

Section 2.3 The Parties further agree the following principles and procedures for service and support in relation to user acquisition:

(a) As far as borrower acquisition is concerned, Jimu Group shall submit their request for borrower leads to Pintec Group on a monthly basis, and Pintec Group shall provide borrower leads in accordance with the borrower criteria submitted by Jimu Group. Pintec Group shall direct all the borrowers that meet Jimu Group’s borrower criteria to Jimu Group per the aforesaid request, and only when Jimu Group rejects a borrower and so informs Pintec Group can Pintec Group offer the borrower any loan products and services of Pintec Group.

(b) As far as investor acquisition is concerned, if it comes to Pintec Group’s attention that any of existing or potential investors is interested in or considers investment opportunities through an online consumer finance marketplace, Pintec Group shall, at its discretion, share that information with Jimu Group, or direct such investor to Jimu Group or take other measures as it deems appropriate and advisable for the purposes of supporting, promoting and/or facilitating the business of Jimu Group.

Section 2.4 The Parties agree that the fee rate, if any, charged by one party to the other party in relation to the foregoing aspects of cooperation shall be negotiated on an arm’s length basis. With respect to the foregoing aspects of cooperation, the Parties will enter into separate specific agreements from time to time as necessary and appropriate for the purpose of cooperation. Terms and conditions of such specific agreements will be subject to the consultation and mutual agreement of the Parties.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES

Section 3.1 Each Party represents and warrants to the other Party that:

(a) it is a limited liability company lawfully incorporated and validly existing under the laws of the Cayman Islands (in the case of Pintech) or the British Virgin Islands (in the case of Jimu), having independent legal person status;

(b) it has full and independent legal status and legal capacity to execute, deliver and perform this Agreement, and may be an independent party to a lawsuit;

(c) it has full internal corporate power and authorization to execute and deliver this Agreement and all other documents related to the transaction contemplated by this Agreement and to be executed by it, and full power and authorization to consummate the transaction contemplated by this Agreement;

(d) this Agreement is lawfully and duly executed and delivered by it;

(e) this Agreement constitutes its lawful and binding obligations, enforceable against it according to the terms of this Agreement; and

(f) its execution, delivery and performance of this Agreement do not (i) violate its articles of association or any other constitutional documents, (ii) conflict with any agreement or contract or other document to which it is a party or its property is subject, or (iii) violate or conflict with any applicable law.

ARTICLE 4

TERM

Section 4.1 This Agreement shall come into effect on the IPO Completion Date. The valid term of this Agreement (the “ Term ”) shall end on the later of:

(a) the date that is fifteen (15) calendar days after the first Calculation Date upon which Common Shareholding between Jimu and Pintec drops below 20%; and

(b) the fifteenth (15th) anniversary of the IPO Completion Date.

Section 4.2 At least three (3) months prior to the expiration of the Term set forth above, the Parties shall consult each other on the extension of the Term, which may be extended by the mutual agreement of the Parties in writing.

Section 4.3 The Parties shall continue to comply with the obligations under Article 5 of this Agreement for one (1) year after termination of this Agreement.

ARTICLE 5

CONFIDENTIALITY

Section 5.1 Subject to Section 5.3, each Party agrees to hold, and to cause its respective directors, officers, employees, agents, accountants, counsel and other advisors and representatives to hold, in strict confidence, with at least the same degree of care that applies to such Party’s confidential and proprietary information pursuant to policies in effect as of the date hereof, all information concerning the other Party that is either in its possession (including information in its possession prior to the date hereof) or furnished by the other Party or its directors, officers, managers, employees, agents, accountants, counsel and other advisors and representatives at any time pursuant to this Agreement or otherwise, and will not use any such information other than for such purposes as will be expressly permitted hereunder or thereunder, except, in each case, to the extent that such information has been (i) in the public domain through no fault of such Party or its directors, officers, managers, employees, agents, accountants, counsel and other advisors and representatives, (ii) later

lawfully acquired from other sources by such Party which sources are not themselves bound by a confidentiality obligation, or (iii) independently generated without reference or prior access to any proprietary or confidential information of the other Party.

Section 5.2 Each Party agrees not to release or disclose, or permit to be released or disclosed, any information of the other Party to any other Person, except its directors, officers, employees, agents, accountants, counsel and other advisors and representatives who need to know such information (who will be advised of their obligations hereunder with respect to such information), except in compliance with Section 5.3; provided, however, that any information may be disclosed to third parties (who will be advised of their obligation hereunder with respect to such information) retained by the Provider as the Provider reasonably deems necessary to perform its services.

Section 5.3 In the event that any Party either determines on the advice of its counsel that it is required to disclose any information pursuant to applicable law (including pursuant to any rule or regulation of any Governmental Authority) or receives any demand under lawful process or from any Governmental Authority to disclose or provide information of any other Party that is subject to the confidentiality provisions hereof, such Party will notify the other Party prior to disclosing or providing such information and will cooperate at the expense of such other Party in seeking any reasonable protective arrangements (including by seeking confidential treatment of such information) requested or required by such other Party. Subject to the foregoing, the person that received such a request or determined that it is required to disclose information may thereafter disclose or provide information to the extent required by such law (as so advised by counsel) or by lawful process or such Governmental Authority; provided, however , that such person provides the other Party upon request with a copy of the information so disclosed.

ARTICLE 6

NOTICES

Section 6.1 Any notice, request, demand and other correspondences required by this Agreement or made in accordance with this Agreement shall be delivered in writing to the relevant Party to the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section):

if to Pintec:
216, 2/F East Gate, Pacific Century Place

No.A2 N. GongTi Road,

Chaoyang District, Beijing

The People’s Republic of China

if to Jimu:
A501-505 Yuanyang Guanghua International Building
No. 10 West Jintong Road,
Chaoyang District, Beijing
The People’s Republic of China

or recognized courier. All other notices may also be sent by facsimile or email, confirmed by mail. All notices shall be deemed to have been given when received, if hand delivered; when transmitted, if transmitted by facsimile or email; upon confirmation of delivery, if sent by recognized courier; and upon receipt if mailed.

Section 6.2 If any of such notice or other correspondences is transmitted by facsimile or telex, it shall be treated as delivered immediately upon transmission; if delivered in person, it shall be treated as delivered at the time of delivery; if posted by mail, it shall be treated as delivered five (5) days after posting.

ARTICLE 7

DEFAULTING LIABILITY

Section 7.1 The Parties agree and confirm that, if any Party (the “ Defaulting Party ”) substantially violates any agreement herein or substantially fails to perform or delays performance of any of the obligations hereunder, such violation, failure or delay shall constitute a default under this Agreement. The non-defaulting Party shall have the right to request the Defaulting Party to rectify or take remedial actions within a reasonable period. If the Defaulting Party fails to rectify or take remedial actions within such reasonable period or within fifteen (15) days after the non-defaulting Party notifies the Defaulting Party in writing requiring rectification, then the non-defaulting Party is entitled to decide at its own discretion to:

(a) terminate this Agreement and require the Defaulting Party to indemnify all of its damages; or

(b) request the Defaulting Party to perform its obligations under this Agreement and require the Defaulting Party to indemnify all of its damages.

ARTICLE 8

FORCE MAJEURE

If the performance by one Party of this Agreement is directly affected or if one Party cannot perform this Agreement in accordance with the agreed conditions due to any unforeseeable force majeure event or an force majeure event whose consequences cannot be prevented or avoided, including earthquakes, typhoons, floods, fires, wars, computer viruses, design loopholes in software tools, hacker attacks on the Internet, or changes to policies or laws, the affected Party shall immediately give a notice by fax to the other Party and within fifteen (15) days shall provide the other Party with supporting documents released by the relevant government authorities or a reliable third-party source describing the details of the force majeure event, and explain the reason why this Agreement cannot be performed or why the performance needs to be postponed. If the force majeure event lasts more than thirty (30) days, the Parties hereto shall negotiate amicably and as soon as possible determine whether or not part of this Agreement shall be released from performance or whether or not the performance of this Agreement shall be postponed, depending on the degree of impact of this force majeure event on the performance of this Agreement. Each Party shall not be held liable for any economic losses of the other Party caused by such Party’s failure to perform this Agreement due to a force majeure event.

ARTICLE 9

MISCELLANEOUS

Section 9.1 Each Party shall pay its own costs and expenses incurred in connection with the negotiation, preparation and execution of this Agreement. Each Party shall be responsible for all taxes payable by it under applicable laws incurred from the execution, performance and consummation of transactions as contemplated hereby.

Section 9.2 This Agreement may not be amended except by an instrument in writing executed by a duly authorized representative of each party.

Section 9.3 This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, U.S.A.

Section 9.4 (a) Any dispute, controversy or claim arising out of or relating to this Agreement or the breach, termination or validity thereof (“ Dispute ”) which arises between the Parties shall first be negotiated between appropriate senior executives of each Party who shall have the authority to resolve the matter. Such executives shall meet to attempt in good faith to negotiate a resolution of the Dispute prior to pursuing other available remedies, within ten (10) days of receipt by a Party of written notice of a Dispute, which date of receipt shall be referred to herein as the “ Dispute Resolution Commencement Date .” Discussions and correspondence relating to trying to resolve such Dispute shall be treated as confidential information and privileged information of each of Pintec and Jimu developed for the purpose of settlement and shall be exempt from discovery or production and shall not be admissible in any subsequent proceeding between the Parties.

(b) If the senior executives are unable to resolve the Dispute within thirty (30) days from the Dispute Resolution Commencement Date, then, the Dispute will be submitted to the boards of directors of Pintec and Jimu. Representatives of each board of directors shall meet as soon as practicable to attempt in good faith to negotiate a resolution of the Dispute.

(c) If the representatives of the two boards of directors are unable to resolve the Dispute within sixty (60) days from the Dispute Resolution Commencement Date, on the request of any Party, the Dispute will be mediated by a mediator appointed pursuant to the mediation rules of the American Arbitration Association. Both Parties will share the administrative costs of the mediation and the mediator’s fees and expenses equally, and each Party shall bear all of its other costs and expenses related to the mediation, including but not limited to attorney’s fees, witness fees, and travel expenses. The mediation shall take place in Beijing, China or in whatever alternative forum on which the Parties may agree.

the arbitral tribunal shall be final and binding upon the parties thereto, and the prevailing party may apply to a court of competent jurisdiction for enforcement of such award.

Unless otherwise agreed in writing, the Parties will continue to honor all commitments under this Agreement during the course of dispute resolution pursuant to the provisions of this Section with respect to all matters not subject to such dispute, controversy or claim.

Section 9.5 If any term of this Agreement or the Schedules attached hereto is determined by a court, administrative agency or arbitrator to be invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that transactions contemplated hereby are fulfilled to the fullest extent possible.

Section 9.6 This Agreement shall inure to the benefit of and be binding upon the Parties hereto and their respective legal representatives and successors, and nothing in this Agreement, express or implied, is intended to confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Agreement.

Section 9.7 No Party may assign this Agreement or any rights or obligations hereunder, without the prior written consent of the other Party, and any such assignment shall be void; provided , however , each Party may assign this Agreement to a successor entity in conjunction with such Party’s reincorporation in another jurisdiction or into another business form.

Section 9.8 The headings contained in this Agreement and in the table of contents to this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

Section 9.9 This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or other electronic imaging means will be effective as delivery of a manually executed counterpart of this Agreement.

[Signature page follows]

IN WITNESS WHEREOF , this Cooperation Framework Agreement is executed by the following Parties on the date first written above.

	Pintec Technology Holdings Limited


	By:	/s/ WEI Wei
	Name: WEI Wei
	Title: Director


	Pintec Holdings Limited


	By:	/s/ DONG Jun
	Name: DONG Jun
	Title: Director

[Signature Page to Cooperation Framework Agreement]

Exhibit 10.28

NON-COMPETITION AGREEMENT

Between

PINTEC TECHNOLOGY HOLDINGS LIMITED

And

PINTEC HOLDINGS LIMITED

Dated as of December 1, 2017

TABLE OF CONTENTS

ARTICLE 1

DEFINITIONS.

Section 1.1	Defined Terms	2

ARTICLE 2

NON-COMPETITION.

Section 2.1	Undertaking of the Pintec Group	4
Section 2.2	Undertaking of the Jimu Group	5

ARTICLE 3

NON-SOLICITATION.

Section 3.1	Non-Solicitation by Pintec	5
Section 3.2	Non-Solicitation by Jimu	5

ARTICLE 4

MISCELLANEOUS.

Section 4.1	Consent	6
Section 4.2	Limitation of Liability	6
Section 4.3	Termination	6
Section 4.4	Amendment	6
Section 4.5	Notices	6
Section 4.6	Governing Law	7
Section 4.7	Dispute Resolution	7
Section 4.8	Authority	7
Section 4.9	Entire Agreement	8
Section 4.10	Severability	8
Section 4.11	Failure or Indulgence not Waiver; Specific Performance; Remedies Cumulative	8
Section 4.12	Binding Effect; Assignment	8
Section 4.13	Inconsistency	8
Section 4.14	Interpretation	9
Section 4.15	Counterparts	9

NON-COMPETITION AGREEMENT

This Non-Competition Agreement (this “ Agreement ”) is dated as ofDecember 1, 2017, by and between Pintec Technology Holdings Limited, a company incorporated under the laws of the Cayman Islands (“ Pintec ”), and Pintec Holdings Limited, a company incorporated under the laws of the British Virgin Islands (“ Jimu ”) (each of Pintec and Jimu a “ Party ” and, together, the “ Parties ”).

Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in Article 1 hereof.

RECITALS

WHEREAS, substantially all of the business operations of both Pintec Group and Jimu Group originally were conducted through Jimu;

WHEREAS, Jimu and Pintec have formulated certain offshore and onshore restructuring plans and transaction steps to restructure Jimu such that Pintec will exclusively conduct the Pintec Business and Jimu will exclusively conduct the Jimu Business;

WHEREAS, Pintec contemplates that it will make an initial public offering (“ IPO ”) pursuant to a draft Registration Statement on Form F-1 to be confidentially submitted for review and comment by the SEC under the Securities Act and to be filed publicly with the SEC via its EDGAR system following the substantial completion of such review and comment and as financial market conditions permit (as so filed, and as amended thereafter from time to time, the “ IPO Registration Statement ”);

WHEREAS, the shares of Pintec will be distributed to the shareholders of Jimu in proportion to their shareholding in Jimu; and

NOW, THEREFORE, in consideration of the mutual agreements, covenants and provisions contained in this Agreement, the Parties, intending to be legally bound, agree as follows:

ARTICLE 1

DEFINITIONS.

Section 1.1 Defined Terms . The following capitalized terms have the meanings given to them in this Section 1.1:

“ ADSs ” means American depositary shares representing Ordinary Shares.

“ Agreement ” means this Non-Competition Agreement, as the same may be amended from time to time in accordance with the provisions hereof.

“ Calculation Date ” means the last day of each quarter on which date the Common Shareholding shall be calculated.

“ Common Shareholding ” means “Common Shareholding” means the aggregate of the “Common Ownership Percentage” of each beneficial owner of shares of Pintec and Jimu. The “Common Ownership Percentage” of a beneficial owner is the lesser of (i) the percentage of the issued and outstanding shares (excluding treasury shares) of Pintec owned by such beneficial owner and (ii) the percentage of the issued and outstanding shares (excluding treasury shares) of Jimu owned by such beneficial owner, provided that (1) only shares recorded on the register of members and shares represented by restricted American depositary shares recorded on the books of the ADR program shall be included in the numerator when calculating such percentage, and (2) a share with multiple beneficial owners shall be attributed to only one such beneficial owner.

“ Dispute ” has the meaning set forth in Section 4.7 of this Agreement.

“ Dispute Resolution Commencement Date ” has the meaning set forth in Section 4.7 of this Agreement.

“ IPO ” has the meaning ascribed to it in the recitals to this Agreement.

“ IPO Registration Statement ” has the meaning ascribed to it in the recitals to this Agreement.

“ Jimu ” has the meaning set forth in the preamble to this Agreement.

“ Jimu Business ” means any peer-to-peer lending business, (being the business of raising investment funds from individual investors for the purpose of providing such funds to borrowers in the form of direct loans from such individual investors), excluding, for the avoidance of doubt, any part of the Pintec Business as currently conducted or contemplated to be conducted by the Pintec Group anywhere in the world, as more completely described in the IPO Registration Statement.

“ Jimu Group ” means Jimu and its subsidiaries and VIE, excluding, for the avoidance of doubt, Pintec and its subsidiaries and VIEs.

“ Master Transaction Agreement ” means the Master Transaction Agreement between the Parties dated the date hereof, as the same may be amended and supplemented in accordance with the provisions thereof.

“ Non-Competition Period ” means the period beginning from the date hereof and ending on the later of:

(a) the date that is fifteen (15) calendar days after the first Calculation Date upon which Common Shareholding between Jimu and Pintec drops below 20%; and

(b) the fifteenth (15th) anniversary of the IPO Completion Date.

“ Ordinary Shares ” means the shares of Pintec, par value $0.000125 per share (including shares represented by ADSs and held of record by the depositary bank for the ADSs).

“ Party ” or “ Parties ” has the meaning set forth in the preamble of this Agreement.

“ Pintec ” has the meaning set forth in the preamble to this Agreement.

“ Pintec Business ” means any business that is not part of the Jimu Business.

“ Pintec Group ” means Pintec and its subsidiaries and VIEs.

“ SEC ” means the U.S. Securities and Exchange Commission.

“ VIE ” of any Person means any entity that is controlled by such Person and is deemed to be a variable interest entity consolidated with such Person for purposes of generally accepted accounting principles in the United States as in effect from time to time. As used herein, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such entity, whether through ownership of voting securities or other interests, by contract or otherwise.

ARTICLE 2

NON-COMPETITION.

Section 2.1 Undertaking of the Pintec Group . During the Non-Competition Period, Pintec will not, and will cause each of the other members of the Pintec Group not to, directly or indirectly be engaged, invest, participate or otherwise be interested in, within the People’s Republic of China, whether on its own account or with each other or in conjunction with or on behalf of any person, (i) the Jimu Business or (ii) any business that is of the same nature as the Jimu Business. Notwithstanding the foregoing, any member of the Pintec Group shall not be prohibited from:

(a) being engaged in the Jimu Business or any business that is of the same nature as the Jimu Business through contracts, engagements with or on behalf of any member of the Jimu Group;

(b) continuing to engage in the Pintec Business that the Pintec Group engages in as of the date of this Agreement; or

company (other than Jimu) that engages in any business that is of the same nature as the Jimu Business; provided that the Pintec Group does not have board or management control of such company.

Section 2.2 Undertaking of the Jimu Group . During the Non-Competition Period, Jimu will not, and will cause each of the other members of the Jimu Group not to, directly or indirectly be engaged, invest, participate or otherwise be interested in, within the People’s Republic of China, whether on its own account or with each other or in conjunction with or on behalf of any person, (i) the Pintec Business or (ii) any business that is of the same nature as the Pintec Business. Notwithstanding the foregoing, any member of the Jimu Group shall not be prohibited from:

(a) being engaged in the Pintec Business or any business that is of the same nature as the Pintec Business through contracts, engagements with or on behalf of any member of the Pintec Group;

(b) continuing to engage in the Jimu Business that the Jimu Group engages in as of the date of this Agreement; or

(c) holding shares, investing or otherwise being interested in, beneficially or of record, no more than 30% (calculated on an aggregate basis combining any such ownership by any members of the Jimu Group) of the equity or its equivalent of any company that engages in any business that is of the same nature as the Pintec Business; provided that the Jimu Group does not have board or management control of such company.

ARTICLE 3

NON-SOLICITATION.

Section 3.1 Non-Solicitation by Pintec . During the Non-Competition Period, Pintec will not, and will cause each other member of the Pintec Group not to, directly or indirectly, hire, or solicit for hire, any active employees of or individuals providing consulting services to any member of the Jimu Group, or any former employees of or individuals providing consulting services to any member of the Jimu Group within six months of the termination of their employment with or consulting services to the member of the Jimu Group, without Jimu’s consent; provided that the foregoing shall not prohibit any solicitation activities through generalized non-targeted advertisement not directed to such employees or individuals that do not result in the hiring of any such employees or individuals by the Pintec Group within the Non-Competition Period, and further provided that the foregoing shall not apply to employees who are engaged in the Pintec Business and who are designated for transfer to a member of the Pintec Group after the start of the Non-Competition Period.

Section 3.2 Non-Solicitation by Jimu . During the Non-Competition Period, Jimu will not, and will cause each other member of the Jimu Group not to, directly or indirectly, solicit or hire any active employees of or individuals providing consulting services to any member of the Pintec Group, or any former employees of or individuals providing consulting services to any member of the Pintec Group within six months of the termination of their employment with or consulting to the member of the Pintec Group, without Pintec’s consent; provided that the foregoing shall not prohibit any solicitation activities through generalized non-targeted advertisement not directed to such employees or individuals that do

not result in the hiring of any such employees or individuals by the Jimu Group within the Non-Competition Period.

ARTICLE 4

MISCELLANEOUS.

Section 4.1 Consent . Any consent of a Party pursuant to this Agreement shall not be effective unless it is in writing and evidenced by the signature of the chief executive officer (or such other person that the chief executive officer or board of directors of such Party has specifically authorized in writing to give such consent).

Section 4.2 Limitation of Liability . In no event shall any Party be liable to the other Party or its affiliated companies for any special, consequential, indirect, incidental or punitive damages or lost profits, however caused and on any theory of liability (including negligence) arising in any way out of this Agreement, whether or not such Party has been advised of the possibility of such damages. Subject to the forgoing, nothing in this Agreement limits a Party’s right to seek for remedies such Party is entitled to for any breach of this Agreement, whether at law or in equity, including without limitation the right to terminate this Agreement in the event that the other Party materially breaches this Agreement.

Section 4.3 Termination . This Agreement may be terminated by mutual written consent of the Parties, evidenced by an instrument in writing signed on behalf of each of the Parties. This Agreement shall automatically terminate upon the expiration of the Non-Competition Period.

Section 4.4 Amendment . This Agreement may not be amended except by an instrument in writing executed by a duly authorized representative of each Party.

Section 4.5 Notices . Notices or other communications required or permitted to be given by a Party pursuant to the terms of this Agreement shall be given in writing to the other Party to the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section):

if to Pintec:

216, 2/F East Gate, Pacific Century Place

No.A2 N. GongTi Road,

Chaoyang District, Beijing

The People’s Republic of China

if to Jimu:

A501-505 Yuanyang Guanghua International Building

No. 10 West Jintong Road,

Chaoyang District, Beijing

The People’s Republic of China

transmitted, if transmitted by facsimile or email; upon confirmation of delivery, if sent by recognized courier; and upon receipt if mailed.

Section 4.6 Governing Law . This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, U.S.A.

Section 4.7 Dispute Resolution . (a) Any dispute, controversy or claim arising out of or relating to this Agreement or the breach, termination or validity thereof (“ Dispute ”) which arises between the Parties shall first be negotiated between appropriate senior executives of each Party who shall have the authority to resolve the matter. Such executives shall meet to attempt in good faith to negotiate a resolution of the Dispute prior to pursuing other available remedies, within ten (10) days of receipt by a Party of written notice of a Dispute, which date of receipt shall be referred to herein as the “ Dispute Resolution Commencement Date .” Discussions and correspondence relating to trying to resolve such Dispute shall be treated as confidential information and privileged information of each of Pintec and Jimu developed for the purpose of settlement and shall be exempt from discovery or production and shall not be admissible in any subsequent proceeding between the Parties.

Section 4.8 Authority . Each of the Parties hereto represents to the others that (a) it has the corporate or other requisite power and authority to execute, deliver and

perform this Agreement, (b) the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary corporate or other actions, (c) it has duly and validly executed and delivered this Agreement, and (d) this Agreement is a legal, valid and binding obligation, enforceable against it in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and general equity principles.

Section 4.9 Entire Agreement . This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof, and supersedes all previous agreements, negotiations, discussions, writings, understandings, commitments and conversations with respect to the subject matter hereof.

Section 4.10 Severability . If any term or other provision of this Agreement is determined by a court, administrative agency or arbitrator to be invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner in order that transactions contemplated hereby are fulfilled to the fullest extent possible.

Section 4.11 Failure or Indulgence not Waiver; Specific Performance; Remedies Cumulative . No failure or delay on the part of any Party hereto in the exercise of any right hereunder shall impair such right or be construed to be a waiver of, or acquiescence in, any breach of any representation, warranty or agreement herein, nor shall any single or partial exercise of any such right preclude other or further exercise thereof or of any other right. Each Party recognizes and agrees that the other Party’s remedy at law for any breach of this Agreement would be inadequate and that the non-breaching Party shall, in addition to such other remedies as may be available to it at law or in equity, be entitled to injunctive relief and to enforce its rights by an action for specific performance to the extent permitted by law (without the posting of any bond and without proof of actual damages). All rights and remedies existing under this Agreement are cumulative to, and not exclusive of, any rights or remedies otherwise available.

Section 4.12 Binding Effect; Assignment . This Agreement shall inure to the benefit of and be binding upon the Parties hereto and their respective legal representatives and successors, and nothing in this Agreement, express or implied, is intended to confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Agreement. No Party may assign this Agreement or any rights or obligations hereunder, without the prior written consent of the other Party, and any such assignment without such consent shall be void; provided, however, each Party may assign this Agreement to a successor entity in conjunction with such Party’s reincorporation in another jurisdiction or into another business form.

Section 4.13 Inconsistency . Neither the making nor the acceptance of this Agreement will enlarge, restrict or otherwise modify the terms of the Master Transaction Agreement or constitute a waiver or release by any Party of any liabilities, obligations or commitments imposed upon them by the terms of the Master Transaction Agreement, including the representations, warranties, covenants, agreements and other provisions of the

Master Transaction Agreement. In the event of any conflict between the terms of this Agreement, on the one hand, and the terms of the Master Transaction Agreement, on the other hand, with respect to the subject matters of this Agreement, the terms of this Agreement will control.

Section 4.14 Interpretation . The headings contained in this Agreement and in the table of contents of this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. For all purposes of this Agreement: (i) all references in this Agreement to designated “Sections” and other subdivisions are to the designated Sections and other subdivisions of the body of this Agreement unless otherwise indicated; (ii) the words “herein”, “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Section or other subdivision; (iii) “or” is not exclusive; (iv) “including” and “includes” will be deemed to be followed by “but not limited to” and “but is not limited to”, respectively; (v) any definition of, or reference to, any law, agreement, instrument or other document herein will be construed as referring to such law, agreement, instrument or other document as from time to time amended, supplemented or otherwise modified; and (vi) any definition of, or reference to, any statute will be construed as referring also to any rules and regulations promulgated thereunder.

Section 4.15 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 shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or other electronic imaging means will be effective as delivery of a manually executed counterpart of this Agreement.

[Signature page follows]

WHEREFORE, the Parties have signed this Non-Competition Agreement effective as of the date first set forth above.

	Pintec Technology Holdings Limited

	By:	/s/ WEI Wei
	Name:	WEI Wei
	Title:	Director

	Pintec Holdings Limited

	By:	/s/ DONG Jun
	Name:	DONG Jun
	Title:	Director

[Signature Page to Non-Competition Agreement]

Exhibit 10.29

INTELLECTUAL PROPERTY LICENSE AGREEMENT

Between

PINTEC TECHNOLOGY HOLDINGS LIMITED

And

PINTEC HOLDINGS LIMITED

Dated as of December 1, 2017

TABLE OF CONTENTS

ARTICLE 1 DEFINITIONS	2

ARTICLE 2 GRANT AND SCOPE OF LICENSE	4

ARTICLE 3 MAINTENANCE AND SUPPORT	5

ARTICLE 4 CONFIDENTIAL INFORMATION	5

ARTICLE 5 TERM AND TERMINATION	5

ARTICLE 6 DISCLAIMER	6

ARTICLE 7 LIMITATION OF LIABILITY	6

ARTICLE 8 MISCELLANEOUS	6

SCHEDULE A JIMU OWNED INTELLECTUAL PROPERTY	A-1

INTELLECTUAL PROPERTY LICENSE AGREEMENT

This Intellectual Property License Agreement (this “ Agreement ”) is dated as of December 1, 2017, by and between Pintec Technology Holdings Limited, a company incorporated under the laws of the Cayman Islands (“ Pintec ”), and Pintec Holdings Limited, a company incorporated under the laws of the British Virgin Islands (“ Jimu ”) (each of Pintec and Jimu a “ Party ” and, together, the “ Parties ”).

Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in Article 1 hereof.

RECITALS

WHEREAS, substantially all of the business operations of both Pintec Group (as defined below) and Jimu Group (as defined below) originally were conducted through Jimu;

WHEREAS, Jimu and Pintec have formulated certain offshore and onshore restructuring plans and transaction steps such that Pintec will exclusively conduct the Pintec Business and Jimu will exclusively conduct the Jimu Business;

WHEREAS, Pintec contemplates that it will make an initial public offering (“ IPO ”) pursuant to a draft Registration Statement on Form F-1 to be confidentially submitted for review and comment by the SEC under the Securities Act and to be filed publicly with the SEC via its EDGAR system following the substantial completion of such review and comment and as financial market conditions permit (as so filed, and as amended thereafter from time to time, the “ IPO Registration Statement ”);

WHEREAS, Jimu is in the process of transferring certain of its Intellectual Property to Pintec so as to enable Pintec to conduct the Pintec Business, and before such transfer is complete, Jimu is willing to enter into this Agreement and grant the licenses contemplated hereby on the terms and conditions set forth herein to Pintec;

NOW, THEREFORE, for and in consideration of the mutual promises and covenants hereinafter contained, the Parties hereto agree as follows:

AGREEMENT

ARTICLE 1

DEFINITIONS.

“ Calculation Date ” means the last day of each quarter on which date the Common Shareholding shall be calculated.

“ Common Shareholding ” means the aggregate of the “Common Ownership Percentage” of each beneficial owner of shares of Pintec and Jimu. The “Common Ownership Percentage” of a beneficial owner is the lesser of (i) the percentage of the issued and outstanding shares (excluding treasury shares) of Pintec owned by such beneficial owner and (ii) the percentage of the issued and outstanding shares (excluding treasury shares) of Jimu owned by such beneficial owner, provided that (1) only shares recorded on the register of members and shares represented by restricted American depositary shares recorded on the books of the ADR program shall be included in the numerator when calculating such percentage, and (2) a share with multiple beneficial owners shall be attributed to only one such beneficial owner.

“ Confidential Information ” means proprietary business or technical information disclosed by one Party to the other Party hereunder which 1) if disclosed in written, recorded, graphical or other tangible form, is marked “Proprietary,” “Confidential” or “Trade Secret,” or where it is evident from the nature and content of such information that the disclosing Party considers it to be confidential, 2) if disclosed in oral form, is identified by the disclosing Party as “Proprietary”, “Confidential” or “Trade Secret” at the time of oral disclosure, or 3) is evident from the nature and content of such information that the disclosing Party considers it to be confidential.

“ Dispute ” has the meaning set forth in Section 8.6 of this Agreement.

“ Dispute Resolution Commencement Date ” has the meaning set forth in Section 8.6 of this Agreement.

“ Improvement ” means any improvement, modification, translation, update, upgrade, new version, enhancement or other derivative work.

“ Intellectual Property ” means intellectual property rights recognized in any jurisdiction of the world, including (a) inventions, patents and patent applications; (b) trademarks, service marks, trade names, trade dress, Internet domain names, logos, designs, symbol and other source indicators, together with the goodwill associated exclusively therewith; (c) copyrights, Software, websites; (d) registrations and applications for registration of any of the foregoing in (a) — (c); and (e) trade secrets, know-how and proprietary or confidential information.

“ Jimu ” means Pintec Holdings Limited, a company established under the laws of the British Virgin Islands.

“ Jimu Group ” means Jimu and its subsidiaries and VIE.

“ Jimu Owned Intellectual Property ” means the Intellectual Property owned by Jimu or any member of the Jimu Group as set forth on Schedule A.

“ Pintec ” means Pintec Technology Holdings Limited, a company established under the laws of the Cayman Islands.

“ Pintec Group ” means Pintec and its subsidiaries and VIEs, other than Jimu and its subsidiaries and VIE.

“ Software ” means any and all computer programs, software (in object and source code), firmware, middleware, applications, APIs, web widgets, code and related algorithms, models and methodologies, files, documentation and all other tangible embodiments thereof.

“ Term ” has the meaning prescribed thereto in Article 5 hereof.

“ U.S. GAAP ” means generally accepted accounting principles in the United States as in effect from time to time.

“ VIE ” of any person means any entity that is controlled by such person and is deemed to be a variable interest entity consolidated with such person for purposes of U.S. GAAP. As used herein, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such entity, whether through ownership of voting securities or other interests, by contract or otherwise.

ARTICLE 2

GRANT AND SCOPE OF LICENSE.

Section 2.1 Subject to the terms and conditions herein, Jimu, on behalf of itself and other members of the Jimu Group, hereby grants to Pintec and other members of the Pintec Group a worldwide, royalty-free, fully paid-up (except as set forth below in Article 3), sublicensable, non-transferable (except as set forth below in Section 8.10), unlimited and exclusive license to use, reproduce, modify, prepare derivative works of, perform, display, sublicense, transfer or otherwise exploit the Jimu Owned Intellectual Property, and any Improvements to the foregoing, until and unless, with respect to each Jimu Owned Intellectual Property, such Jimu Owned Intellectual Property is transferred to Pintec or any member of the Pintec Group. Without Pintec’s prior written consent, Jimu or any member of the Jimu Group shall not transfer Jimu Owned Intellectual Property to any third party.

Section 2.2 Pintec may sublicense the licenses received herein solely (a) to its vendors, consultants, contractors and suppliers, solely in connection with their providing services to Pintec and/or the Pintec Group; and (b) to its distributors, customers and end-users, solely in connection with the distribution, licensing, offering and sale of their current and future products and services related to each of their businesses, as applicable, but not for any independent or unrelated use of any such Person.

ARTICLE 3

MAINTENANCE AND SUPPORT.

During the term of this Agreement, Jimu shall provide or cause to be provided to Pintec and its affiliates all support services in connection with the Intellectual Property licensed under Article 2. Such maintenance and support services shall be provided pursuant to the service levels consistent with past practice, and may be charged at reasonably allocated costs on fair and reasonable terms to be mutually agreed upon by the Parties.

ARTICLE 4

CONFIDENTIAL INFORMATION.

Each Party hereto shall maintain the confidentiality of Confidential Information in accordance with procedures adopted by such Party in good faith to protect Confidential Information disclosed to such Party hereunder, provided that such Party may disclose Confidential Information to (a) such Party’s officers, directors, employees, investors, agents, representatives, accountants and counsel who agree to hold confidential the Confidential Information; (b) any Governmental Authority having jurisdiction over such Party to the extent required by applicable laws; or (c) any other Person to which such disclosure may be necessary or appropriate (i) to effect compliance with any law applicable to such Party, (ii) in response to any subpoena or other legal process, (iii) in connection with any litigation to which such Party is a Party or (iv) to effect compliance with any rule or regulation of any stock exchange on which such Party’s equity securities are listed for trading that is applicable to such Party and for which no exemption is available to such Party; provided further that, in the cases of clauses (b) or (c), such Party shall provide each other Party hereto with prompt written notice thereof so that the appropriate Party may seek (with the cooperation and reasonable efforts of each other Party) a protective order, confidential treatment or other appropriate remedy.

ARTICLE 5

TERM AND TERMINATION.

Section 5.1 This Agreement shall come into effect on the date hereof. The valid term of this Agreement shall end on the date on which all Jimu Owned Intellectual Property have been transferred to Pintec (the “ Term ”).

Section 5.2 Each Party shall have the right to terminate this Agreement in whole or in part if the other Party materially fails to comply with Article 4 of this Agreement, provided such default has not been cured within thirty (30) days after written notice of such default to the defaulting Party (such thirty (30) days remediation period will be available only when such breach is curable).

Section 5.3 Upon termination of this Agreement, in whole or in part, each Party shall promptly return to the other Party or destroy all materials relating to the terminated portion which comprise any Confidential Information of the other Party, including all copies, translations and conversions thereof and shall make no further use thereof. Each Party shall certify to the other Party in writing that it has complied with the provisions of this Section 5.4.

Section 5.4 The obligations of the Parties in Articles 4-Article 8 shall survive termination of this Agreement. Nothing contained herein shall limit any other remedies that a Party may have for the default of the other Party under this Agreement nor relieve the other Party of any of its obligations incurred prior to such termination.

ARTICLE 6

DISCLAIMER.

THE INTELLECTUAL PROPERTY LICENSED BY JIMU HEREUNDER IS PROVIDED “AS IS.” JIMU DOES NOT PROVIDE ANY WARRANTIES, EITHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO ANY SUCH INTELLECTUAL PROPERTY, AND JIMU SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTIES THAT MAY BE OTHERWISE IMPLIED FROM ANY COURSE OF DEALING OR COURSE OF PERFORMANCE OR USAGE.

ARTICLE 7

LIMITATION OF LIABILITY.

EXCEPT FOR ANY BREACH OF ARTICLE 2 OR ARTICLE 4 OF THIS AGREEMENT, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY LOST PROFITS OR CONSEQUENTIAL, INDIRECT, PUNITIVE, EXEMPLARY, SPECIAL, OR INCIDENTAL DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT, WHETHER IN CONTRACT OR TORT OR OTHERWISE, EVEN IF SUCH PARTY KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.

ARTICLE 8

MISCELLANEOUS.

Section 8.1 If required under PRC law, each Party shall record this Agreement at the Trademark Office of China and at the Patent Bureau of China within three (3) months after the effectiveness of this Agreement. The Parties agree to work together in good faith to modify this Agreement or enter into one or more new intellectual property license agreements subordinate to this Agreement as necessary in order to obtain such recordation. In the event of any conflict or inconsistency between any provision of such new intellectual property license agreement and the provisions set forth in the body of this Agreement, the provisions set forth in this Agreement shall control and govern.

Section 8.2 This Agreement may not be amended except by an instrument in writing executed by a duly authorized representative of each Party.

Section 8.3 Notices, offers, requests or other communications required or permitted to be given by a Party pursuant to the terms of this Agreement shall be given in writing to the other Party to the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section):

(a) if to Jimu:

A501-505 Yuanyang Guanghua International Building

No. 10 West Jintong Road,

Chaoyang District, Beijing

The People’s Republic of China

(b) if to Pintec:

216, 2/F East Gate, Pacific Century Place

No. A2, N. Gongti Road,

Chaoyang District, Beijing

The People’s Republic of China

or to such other address, facsimile number or email address as the party to whom notice is given may have previously furnished to the other in writing as provided herein. Any notice involving non-performance or termination shall be sent by hand delivery or recognized courier. All other notices may also be sent by facsimile or email, confirmed by mail. All notices shall be deemed to have been given when received, if hand delivered; when transmitted, if transmitted by facsimile or email; upon confirmation of delivery, if sent by recognized courier; and upon receipt if mailed.

Section 8.4 This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, U.S.A without regard to the conflict of laws rules stated therein.

Section 8.5 The Parties hereto acknowledge and agree that the Parties hereto may be irreparably damaged if any of the provisions of this Agreement are not performed in accordance with their specific terms or are otherwise breached and that any non-performance or breach of this Agreement by any Party hereto may not be adequately compensated by monetary damages alone and that the Parties hereto may not have any adequate remedy at law. Accordingly, in addition to any other right or remedy to which any Party hereto may be entitled, at law or in equity (including monetary damages), such Party shall be entitled to enforce any provision of this Agreement (including Sections 2.1 and 2.2) by a decree of specific performance and to temporary, preliminary and permanent injunctive relief to prevent breaches or threatened breaches of any of the provisions of this Agreement without posting any bond or other undertaking.

Section 8.6 (a) Any dispute, controversy or claim arising out of or relating to this Agreement or the breach, termination or validity thereof (“ Dispute ”) which arises between the Parties shall first be negotiated between appropriate senior executives of each Party who shall have the authority to resolve the matter. Such executives shall meet to attempt in good faith to negotiate a resolution of the Dispute prior to pursuing other available remedies, within ten (10) days of receipt by a Party of written notice of a Dispute, which date of receipt shall be referred to herein as the “ Dispute Resolution Commencement Date .” Discussions and correspondence relating to trying to resolve such Dispute shall be treated as

Confidential Information of each of Jimu and Pintec developed for the purpose of settlement and shall be exempt from discovery or production and shall not be admissible in any subsequent proceeding between the Parties.

(b) If the senior executives are unable to resolve the Dispute within thirty (30) days from the Dispute Resolution Commencement Date, then, the Dispute will be submitted to the boards of directors of Jimu and Pintec. Representatives of each board of directors shall meet as soon as practicable to attempt in good faith to negotiate a resolution of the Dispute.

(c) If the representatives of the two boards of directors are unable to resolve the Dispute within 60 days from the Dispute Resolution Commencement Date, on the request of any Party, the Dispute will be mediated by a mediator appointed pursuant to the mediation rules of the American Arbitration Association. Both Parties will share the administrative costs of the mediation and the mediator’s fees and expenses equally, and each Party shall bear all of its other costs and expenses related to the mediation, including but not limited to attorney’s fees, witness fees, and travel expenses. The mediation shall take place in Beijing, China or in whatever alternative forum on which the Parties may agree.

Section 8.7 This Agreement, together with all the Schedules and other attachments hereto, constitutes the entire agreement of the Parties hereto as of the date hereof with respect to the subject matter hereof and thereof and supersedes all prior agreements, negotiations, discussions, writings, understandings, commitments and conversations with respect to the subject matter hereof and thereof.

Section 8.8 If any term of this Agreement is determined by a court, administrative agency or arbitrator to be invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an

acceptable manner to the end that transactions contemplated hereby are fulfilled to the fullest extent possible.

Section 8.9 No failure or delay on the part of any Party hereto in the exercise of any right hereunder shall impair such right or be construed to be a waiver of, or acquiescence in, any breach of any representation, warranty or agreement herein, nor shall any single or partial exercise of any such right preclude other or further exercise thereof or of any other right. All rights and remedies existing under this Agreement or Schedules attached hereto are cumulative to, and not exclusive of, any rights or remedies otherwise available.

Section 8.10 No Party may assign this Agreement or any rights or obligations hereunder, without the prior written consent of the other Party, and any such assignment shall be void; provided, however, each Party may assign this Agreement to a successor entity in conjunction with such Party’s reincorporation in another jurisdiction or into another business form. Subject to the foregoing, this Agreement shall be binding on and inure to the benefit of the Parties’ respective successors and permitted assigns.

Section 8.11 The headings in this Agreement are for purposes of reference only and shall not in any way limit or affect the meaning or interpretation of any of the terms hereof.

Section 8.12 This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or other electronic imaging means will be effective as delivery of a manually executed counterpart of this Agreement.

[Signature page follows]

IN WITNESS WHEREOF , the Parties hereto, each acting under due and proper authority, have executed this Agreement as of the day, month and year first above written.

	Pintec Technology Holdings Limited

	By:	/s/ WEI Wei
	Name:	WEI Wei
	Title:	Director

	Pintec Holding Limited

	By:	/s/ DONG Jun
	Name:	DONG Jun
	Title:	Director

[Signature Page to Intellectual Property License Agreement]

Schedule A

Jimu Owned Intellectual Property

A. Trademarks

	Marks	Registrant/Applicant	Registration/Application Number	Class	Jurisdiction
1.		Beijing Lerong Duoyuan Information Technology Co., Ltd.	19916123	42	The People’s Republic of China
2.		Beijing Lerong Duoyuan Information Technology Co., Ltd.	19916124	36	The People’s Republic of China
3.		Beijing Lerong Duoyuan Information Technology Co., Ltd.	19916125	35	The People’s Republic of China
4.		Beijing Lerong Duoyuan Information Technology Co., Ltd.	19916126	9	The People’s Republic of China
5.		Beijing Lerong Duoyuan Information Technology Co., Ltd.	20044619	9	The People’s Republic of China
6.		Beijing Lerong Duoyuan Information Technology Co., Ltd.	20044618	35	The People’s Republic of China
7.		Beijing Lerong Duoyuan Information Technology Co., Ltd.	20044617	36	The People’s Republic of China
8.		Beijing Lerong Duoyuan Information Technology Co., Ltd.	20044616	42	The People’s Republic of China
9.		Beijing Lerong Duoyuan Information Technology Co., Ltd.	20578430	9	The People’s Republic of China
10.		Beijing Lerong Duoyuan Information Technology Co., Ltd.	20578429	35	The People’s Republic of China
11.		Beijing Lerong Duoyuan Information Technology Co., Ltd.	20578428	36	The People’s Republic of China
12.		Beijing Lerong Duoyuan Information Technology Co., Ltd.	20578427	42	The People’s Republic of China

Sch-A- 1

13.	Beijing Lerong Duoyuan Information Technology Co., Ltd.	20578426	9	The People’s Republic of China
14.	Beijing Lerong Duoyuan Information Technology Co., Ltd.	20578425	35	The People’s Republic of China
15.	Beijing Lerong Duoyuan Information Technology Co., Ltd.	20578424	36	The People’s Republic of China
16.	Beijing Lerong Duoyuan Information Technology Co., Ltd.	20578423	42	The People’s Republic of China
17.	Beijing Lerong Duoyuan Information Technology Co., Ltd.	24598991	9	The People’s Republic of China
18.	Beijing Lerong Duoyuan Information Technology Co., Ltd.	24599166	35	The People’s Republic of China
19.	Beijing Lerong Duoyuan Information Technology Co., Ltd.	24598485	36	The People’s Republic of China
20.	Beijing Lerong Duoyuan Information Technology Co., Ltd.	24599226	9	The People’s Republic of China
21.	Beijing Lerong Duoyuan Information Technology Co., Ltd.	24599051	35	The People’s Republic of China
22.	Beijing Lerong Duoyuan Information Technology Co., Ltd.	24599280	36	The People’s Republic of China
23.	Beijing Lerong Duoyuan Information Technology Co., Ltd.	24598921	42	The People’s Republic of China
24.	Beijing Lerong Duoyuan Information Technology Co., Ltd.	24598562	36	The People’s Republic of China
25.	Beijing Lerong Duoyuan Information Technology Co., Ltd.	24599257	36	The People’s Republic of China
26.	Beijing Lerong Duoyuan Information Technology Co., Ltd.	24599618	42	The People’s Republic of China
27.	Beijing Lerong Duoyuan Information Technology Co., Ltd.	24599495	36	The People’s Republic of China
28.	Beijing Lerong Duoyuan Information Technology Co., Ltd.	24599015	42	The People’s Republic of China
29.	Beijing Lerong Duoyuan Information Technology Co., Ltd.	24599270	9	The People’s Republic of China

Sch-A- 2

30.	Beijing Lerong Duoyuan Information Technology Co., Ltd.	24599162	35	The People’s Republic of China
31.	Beijing Lerong Duoyuan Information Technology Co., Ltd.	24599612	36	The People’s Republic of China
32.	Beijing Lerong Duoyuan Information Technology Co., Ltd.	24599715	42	The People’s Republic of China
33.	Beijing Lerong Duoyuan Information Technology Co., Ltd.	24604364	9	The People’s Republic of China
34.	Beijing Lerong Duoyuan Information Technology Co., Ltd.	24603923	35	The People’s Republic of China
35.	Beijing Lerong Duoyuan Information Technology Co., Ltd.	24604347	36	The People’s Republic of China

B. Copyright

	Copyright of	Registrant	Renewal Data	Remarks
1.	Dumiao	Beijing Lerong Duoyuan Information Technology Co., Ltd.
2.	Investment Questionnaire	Beijing Lerong Duoyuan Information Technology Co., Ltd.

Sch-A- 3

Exhibit 10.30

Loan Agreement

Party A (Lender): Zhang Xuan

Identity card No.: ***

Address: ***

Tel.: ***

Party B (Borrower): Shenzhen Qianhai Minheng Commericial Factoring Co., Ltd.

Legal representative: Han Jiading

Address: Room 201, Building A, No. 1 Qianwan 1st Road, Qianhai SZ-HK Cooperation Zone, Shenzhen (registered as the address of Shenzhen Qianhai Business Secretary Co., Ltd.)

WHEREAS:

Party B intends to borrow from Party A to fund its capital, and Party A agrees to provide such fund to Party B in accordance with the following arrangement. NOW, THEREFORE, on the principles of mutual benefit, Party A and Party B hereby enter into the following loan agreement (hereinafter referred to as “this Agreement”):

Article 1 Amount of loan

Both parties agree that the total amount of the loan under this Agreement is RMB 400,000,000.00 (RMB four hundred million Yuan only). Party A shall release the loan to Party B in installments, and the amount of each withdraw shall be subject to the amount stated in the corresponding receipt (a receipt template is given in Appendix I hereto). The first withdraw of the loan shall be released to Party B within 3 business days after the date of signing this Agreement.

Article 2 Purpose of the loan

Party B acknowledges that the amount of loan under this Agreement is used for funding the cash flow .

Article 3 Loan interest

1. Loan interest rate: an annualized interest rate of 10.3% is applied, where monthly interest rate = annual interest rate / 12, and daily interest rate = annual interest rate/365.

2. If the borrowing period of the loan lasts for n natural months and m days, the loan interest = principal *(n*10. 3%/12+m*10. 3%/365).

3. The interest of each installment of loan is calculated separately, and shall accrue from the date of releasing this installment of loan to the account of Party B.

Article 4 Loan period

The period of each installment of loan will not exceed one year, and shall correspondingly commence from the date of releasing the amount of each installment by Party A to the bank account of Party B.

The bank account of Party B is:

Bank:***

Account No.:***

Account name: Shenzhen Qianhai Minheng Commercial Factoring Co., Ltd.

Article 5 Date and manner of repayment

1. Party B shall repay each installment of loan in accordance with the repayment manner and repayment period as stipulated in the repayment schedule stated in the Appendix hereto.

2. Both parties agree that Party B is entitled to repay the loan in advance. If Party B repays the loan in advance, the interest is calculated to the extent of the date of the repayment by Party B; and Party B shall not be obligated to pay any interest for the period from the date of the repayment to the agreed due date of the loan, and shall not be liable for any breach alleged thereby.

3. If Party A fails to determine a repayment date on the date of withdraw, Party A may agree with Party B on a repayment date in advance. After both parties confirm the repayment date, a principal to be repaid, and interest to be repaid, in writing or by email, Party B shall punctually repay the amount confirmed by both parties.

Email address of Party A:

Email address of Party B:

5. The account of Party A for receiving payments is:

Bank:***

Account No.: ***

Account name: ***

Article 6 Rights and obligations of both parties

1. Party A guarantees that the source of the fund available for lending is legitimate.

2. Party A shall release the agreed loan principal to Party B in time and in full amount in accordance with this Agreement.

3. Party A is entitled to supervise Party B in using the borrowing for the purpose specified in the Agreement.

4. Party B shall repay the interest and the principal in accordance with the time and manner specified in the Appendix hereto.

Article 7 Liabilities for default

1. In the event that Party A fails to release the loan to Party B punctually, this Agreement terminates automatically, for which Party B shall not be held liable for the breach of the Agreement.

2. In the event that the principal or interest payable by Party B falls overdue, the loan interest of Party B shall still accrue in the overdue period in accordance with Article 3 hereof.

Article 8 Dispute s ettlement

Should any dispute arise in performing this Agreement, the concerned parties shall settle the dispute through negotiation, and if the negotiation fails, shall file a lawsuit to a court in the jurisdiction where the Agreement is executed.

Article 9 Miscellaneous

1. This Agreement comes into effect as soon as it is signed or sealed by the Party A (individual) and the legal representative or a responsible person or an authorized representative of Party B, and accompanied by a corporate seal or an agreement-specific seal. If the signature or seal date of one party is different from that of the other party, the Agreement shall come into effect as soon as it is signed or sealed by the later signatory. This Agreement is made in two original copies, and Party A and Party B each holds one, having the same legal effect.

2. Written notices duly sent by either party in the process of performing this Agreement shall be served in the following manners: including but without being limited to hard copy notice courier, email, and fax. A written notice sent by courier is deemed to have been successfully served on the third calendar day after it is mailed at the address first above written herein; and a written notice sent in such electronic manners as email and fax shall be deemed to have been successfully served upon successful sending of the notice.

(The following is intentionally left blank)

Appendix 1: Sample Receipt

Receipt

Shenzhen Qianhai Minheng Commercial Factoring Co., Ltd. (hereinafter referred to as the “Company”) hereby receives, from the lender Zhang Xuan, a loan of RMB (RMB Yuan only) released to the Company in accordance with the Loan Agreement executed between both parties. Interest of the loan shall accrue from (date) on a daily basis at an annual interest rate of 10. 3% specified in the Loan Agreement . The Company shall repay the interest and the principal punctually in accordance with the Repayment Plan .

Borrow er: Shenzhen Qianhai Minheng Commercial Factoring Co., Ltd.

Date:

Appendix 2: Repayment Plan

S.N.

Loan
principal
( 10
thousand
yuan)

Annualized
interest
rate

Value date:

Expected
repayment
date

Principal
payable
(10
thousand
yuan)

Expected
Interest
payable (10
thousand
yuan)

Total expected
amount
payable (10
thousand
yuan)

Note: The borrower is entitled to repay in advance, and in such case, interest shall accrue to the extent of the date of paying back in advance on a daily basis.

Party A (signature and fingerprint):ZHANG Xuan
/s/ZHANG Xuan
Identity card No.:***
Date:

Party B: Shenzhen Qianhai Minheng Commercial Factoring Co., Ltd. (seal)

/s/ Shenzhen Qianhai Minheng Commercial Factoring Co., Ltd.

Authorized representative (signature):

Date:

Place of execution: Chaoyang District, Beijing

Supplementary Agreement ( I ) to Loan Agreement

Party A (Lender): Zhang Xuan

ID card No.: ***

Address: ***

Tel.: ***

Party B (Borrower): Shenzhen Qianhai Minheng Commercial Factoring Co., Ltd.

Legal representative: Han Jiading

Address: Room 201, Building A, No. 1 Qianwan 1st Road, Qianhai SZ-HK Cooperation Zone, Shenzhen (registered as the address of Shenzhen Qianhai Business Secretary Co., Ltd.)

WHEREAS:

Both parties signed the Loan Agreement (hereinafter referred to as the “Ma ster Agreement”) on January 22, 2018, whereby Party A shall provide Party B a credit and Party B shall repay the principal and interest to Party A in accordance with the agreed time limit and interest. NOW, THEREFORE, on the principles of mutual benefit, Party A and Party B hereby enter into the following supplementary agreement:

1. Party A agrees to increase the amount of loan to Party B. The total amount of loan increases to RMB 1,000,000,000.00 (RMB one billion Yuan only). Party A shall release the loan to Party B in installments, and the amount of each installment shall be subject to the amount stated in the corresponding receipt (the template of the receipt is the same as that specified in the M aster Agreement ).

2. The loan period and the loan interest rate shall be the same as those specified in the Ma ster Agreement .

3. Within the period of this Agreement, both parties may amend or dissolve this Agreement in writing through amicable negotiation. Either party, if intending to amend or dissolve this Agreement, shall deliver a written explanation to the other party, prior to the scheduled amending/dissolving date, to seek a consensus of both parties, except the circumstances in which the Agreement can be amendedor dissolved unilaterally in accordance with the laws and regulations or the Ma ster Agreement .

4. Matters not covered herein are subject to the Ma ster Agreement . In the case of any conflict between this Agreement and the Ma ster Agreement , this Agreement shall prevail.

5. This Agreement is deemed as a part of the Ma ster Agreement , and has the same legal effect as the Ma ster Agreement . This Agreement is made in two original copies, and Party A and Party B each holdsone, both having the same legal effect.

6. This Agreement is established by signature of Party A and affixing of a corporate seal of Party B, and comes into effect as of the date of signing the Agreement.

(The following is intentionally left blank)

Party A (signature and fingerprint press): ZHANG Xuan
/s/ZHANG Xuan
Identity card No.:***
Date: March 9, 2018

Party B: Shenzhen Qianhai Minheng Commercial Factoring Co., Ltd. (seal)

/s/ Shenzhen Qianhai Minheng Commercial Factoring Co., Ltd.

Authorized representative (signature):

Date:

Place of signature: Chaoyang District, Beijing

Exhibit 10.31

PINTEC TECHNOLOGY HOLDINGS LIMITED

2018 SHARE INCENTIVE PLAN

ARTICLE 1

PURPOSE

The purpose of this 2018 Share Incentive Plan (the “ Plan ”) is to promote the success and enhance the value of Pintec Technology Holdings Limited, a company formed under the laws of the Cayman Islands (the “ Company ”), by linking the personal interests of the Directors, Employees, and Consultants to those of the Company’s shareholders and by providing such individuals with an incentive for outstanding performance to generate superior returns to the Company’s shareholders. The Plan is further intended to provide flexibility to the Company in its ability to motivate, attract, and retain the services of Directors, Employees, and Consultants upon whose judgment, interest, and special effort the successful conduct of the Company’s operation is largely dependent.

ARTICLE 2

DEFINITIONS AND CONSTRUCTION

Wherever the following terms are used in the Plan, they shall have the meanings specified below, unless the context clearly indicates otherwise. The singular pronoun shall include the plural where the context so indicates.

2.1 “Applicable Laws” means the legal requirements relating to the Plan and the Awards under applicable provisions of the corporate, securities, tax and other laws, rules, regulations and government orders, and the rules of any applicable stock exchange or national market system, of any jurisdiction applicable to Awards granted to residents therein.

2.2 “Applicable Accounting Standards” shall mean Generally Accepted Accounting Principles in the United States, International Financial Reporting Standards or such other accounting principles or standards as may apply to the Company’s financial statements under United States federal securities laws from time to time.

2.3 “Award” means an Option, Restricted Share or Restricted Share Unit award granted to a Participant pursuant to the Plan or any other equity incentive award granted to a Participant by the Company pursuant to the authorizations of the Committee.

2.4 “Award Agreement” means any written agreement, contract, or other instrument or document evidencing the grant of an Award entered into by and between the Company and a Participant and any amendment thereto, including through electronic medium.

2.5 “Board” means the Board of Directors of the Company.

2.6 “Cause” with respect to a Participant means (unless otherwise expressly provided in the applicable Award Agreement, or another applicable contract with the Participant that defines such term for purposes of determining the effect that a “for cause” termination has on the Participant’s Awards) a termination of employment or service based

upon a finding by the Service Recipient, acting in good faith and based on its reasonable belief at the time, that the Participant:

(a) has been negligent in the discharge of his or her duties to the Service Recipient, has refused to perform stated or assigned duties or is incompetent in or (other than by reason of a disability or analogous condition) incapable of performing those duties;

(c) has breached a fiduciary duty, or willfully and materially violated any other duty, law, rule, regulation or policy of the Service Recipient; or has been convicted of, or plead guilty or nolo contendere to, a felony or misdemeanor (other than minor traffic violations or similar offenses);

(d) has materially breached any of the provisions of any agreement with the Service Recipient;

(e) has engaged in unfair competition with, or otherwise acted intentionally in a manner injurious to the reputation, business or assets of, the Service Recipient; or

(f) has improperly induced a vendor or customer to break or terminate any contract with the Service Recipient or induced a principal for whom the Service Recipient acts as agent to terminate such agency relationship.

A termination for Cause shall be deemed to occur (subject to reinstatement upon a contrary final determination by the Committee) on the date on which the Service Recipient first delivers written notice to the Participant of a finding of termination for Cause.

2.7 “Code” means the Internal Revenue Code of 1986 of the United States, as amended.

2.8 “Committee” means the Board or a committee of the Board described in Article 10.

2.9 “Consultant” means any consultant or adviser if: (a) the consultant or adviser renders bona fide services to a Service Recipient; (b) the services rendered by the consultant or adviser are not in connection with the offer or sale of securities in a capital-raising transaction and do not directly or indirectly promote or maintain a market for the Company’s securities; and (c) the consultant or adviser is a natural person who has contracted directly with the Service Recipient to render such services.

2.10 “Corporate Transaction” , unless otherwise defined in an Award Agreement, means any of the following transactions, provided, however, that the Committee shall determine under (d) and (e) whether multiple transactions are related, and its determination shall be final, binding and conclusive:

(a) an amalgamation, arrangement or consolidation or scheme of arrangement (i) in which the Company is not the surviving entity, except for a transaction the principal purpose of which is to change the jurisdiction in which the Company is incorporated

or (ii) following which the holders of the voting securities of the Company do not continue to hold more than 50% of the combined voting power of the voting securities of the surviving entity;

(b) the sale, transfer or other disposition of all or substantially all of the assets of the Company;

(d) any reverse takeover or series of related transactions culminating in a reverse takeover (including, but not limited to, a tender offer followed by a reverse takeover) in which the Company is the surviving entity but (A) the Company’s equity securities outstanding immediately prior to such takeover are converted or exchanged by virtue of the takeover into other property, whether in the form of securities, cash or otherwise, or (B) in which securities possessing more than fifty percent (50%) of the total combined voting power of the Company’s outstanding securities are transferred to a person or persons different from those who held such securities immediately prior to such takeover or the initial transaction culminating in such takeover, but excluding any such transaction or series of related transactions that the Committee determines shall not be a Corporate Transaction; or

(e) acquisition in a single or series of related transactions by any person or related group of persons (other than the Company or by a Company-sponsored employee benefit plan) of beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) of securities possessing more than fifty percent (50%) of the total combined voting power of the Company’s outstanding securities but excluding any such transaction or series of related transactions that the Committee determines shall not be a Corporate Transaction.

2.11 “Director” means a member of the Board or a member of the board of directors of any Parent, Subsidiary or Related Entity of the Company.

2.12 “Disability” unless otherwise defined in an Award Agreement, means that the Participant qualifies to receive long-term disability payments under the Service Recipient’s long-term disability insurance program, as it may be amended from time to time, to which the Participant provides services regardless of whether the Participant is covered by such policy. If the Service Recipient to which the Participant provides service does not have a long-term disability plan in place, “Disability” means that a Participant is unable to carry out the responsibilities and functions of the position held by the Participant by reason of any medically determinable physical or mental impairment for a period of not less than ninety (90) consecutive days. A Participant will not be considered to have incurred a Disability unless he or she furnishes proof of such impairment sufficient to satisfy the Committee in its discretion.

2.13 “Effective Date” shall have the meaning set forth in Section 11.1.

2.14 “Employee” means any person, including an officer or a Director of any Group Entity, who is in the employment of a Service Recipient, subject to the control and direction of the Service Recipient as to both the work to be performed and the manner and method of performance. The payment of a director’s fee by a Service Recipient shall not be sufficient to constitute “employment” by the Service Recipient.

2.15 “Exchange Act” means the Securities Exchange Act of 1934 of the United States, as amended.

2.16 “Fair Market Value” means, as of any date, the value of Shares determined as follows:

(a) If the Shares are listed on one or more established stock exchanges or national market systems, including without limitation, the New York Stock Exchange and the Nasdaq Stock Market, its Fair Market Value shall be the closing sales price for such shares (or the closing bid, if no sales were reported) as quoted on the principal exchange or system on which the Shares are listed (as determined by the Committee) on the date of determination (or, if no closing sales price or closing bid was reported on that date, as applicable, on the last trading date such closing sales price or closing bid was reported), as reported in The Wall Street Journal or such other source as the Committee deems reliable;

(b) If the Shares are regularly quoted on an automated quotation system (including the OTC Bulletin Board) or by a recognized securities dealer, its Fair Market Value shall be the closing sales price for such shares as quoted on such system or by such securities dealer on the date of determination, but if selling prices are not reported, the Fair Market Value of a Share shall be the mean between the high bid and low asked prices for the Shares on the date of determination (or, if no such prices were reported on that date, on the last date such prices were reported), as reported in The Wall Street Journal or such other source as the Committee deems reliable; or

(c) In the absence of an established market for the Shares of the type described in (a) and (b), above, the Fair Market Value thereof shall be determined by the Committee in good faith and in its discretion by reference to (i) the placing price of the latest private placement of the Shares and the development of the Company’s business operations and the general economic and market conditions since such latest private placement, (ii) other third party transactions involving the Shares and the development of the Company’s business operation and the general economic and market conditions since such sale, (iii) an independent valuation of the Shares, or (iv) such other methodologies or information as the Committee determines to be indicative of Fair Market Value and relevant.

2.17 “Group Entity” means any of the Company and Parents, Subsidiaries and Related Entities of the Company.

2.18 “Incentive Share Option” means an Option that is intended to meet the requirements of Section 422 of the Code or any successor provision thereto.

2.19 “Independent Director” means (i) before the Shares or other securities representing the Shares are listed on a stock exchange, a member of the Board who is a Non-Employee Director; and (ii) after the Shares or other securities representing the Shares are listed on a stock exchange, a member of the Board who meets the independence standards under the applicable corporate governance rules of the stock exchange.

2.20 “Non-Employee Director” means a member of the Board who qualifies as a “Non-Employee Director” as defined in Rule 16b-3(b)(3) of the Exchange Act, or any successor definition adopted by the Board.

2.21 “Non-Qualified Share Option” means an Option that is not intended to be an Incentive Share Option.

2.22 “Option” means a right granted to a Participant pursuant to Article 5 of the Plan to purchase a specified number of Shares at a specified price during specified time periods. An Option may be either an Incentive Share Option or a Non-Qualified Share Option.

2.23 “Participant” means a person who, as a member of the Board, Consultant or Employee, has been granted an Award pursuant to the Plan.

2.24 “Parent” means a parent corporation under Section 424(e) of the Code.

2.25 “Plan” means this 2017 Share Incentive Plan, as it may be amended from time to time.

2.26 “Related Entity” means any business, corporation, partnership, limited liability company or other entity in which the Company, a Parent or Subsidiary of the Company holds a substantial ownership interest, directly or indirectly, or controls through contractual arrangements and consolidates the financial results according to the Applicable Accounting Standards, but which is not a Subsidiary and which the Board designates as a Related Entity for purposes of the Plan.

2.27 “Restricted Share” means a Share awarded to a Participant pursuant to Article 6 that is subject to certain restrictions and may be subject to risk of forfeiture.

2.28 “Restricted Share Unit” means the right granted to a Participant pursuant to Article 7 to receive a Share at a future date.

2.29 “Securities Act” means the Securities Act of 1933 of the United States, as amended.

2.30 “Service Recipient” means the Company, any Parent, Subsidiary or Related Entity of the Company to which a Participant provides services as an Employee, a Consultant or a Director.

2.31 “Share” means Class A ordinary shares, par value US$0.000125 per share, of the Company, and such other securities of the Company that may be substituted for Shares pursuant to Article 9.

2.32 “Subsidiary” means any corporation or other entity of which a majority of the outstanding voting shares or voting power is beneficially owned directly or indirectly by the Company.

2.33 “Trading Date” means the closing of the first sale to the general public of the Shares pursuant to a registration statement filed with and declared effective by the U.S. Securities and Exchange Commission under the Securities Act.

ARTICLE 3

SHARES SUBJECT TO THE PLAN

3.1 Number of Shares .

(a) Subject to the provisions of Article 9 and Section 3.1(b), the maximum aggregate number of Shares which may be issued pursuant to all Awards (including Incentive Share Options) under the Plan shall initially equal to 2.0% of the total number of Shares issued and outstanding as of the Effective Date, plus an annual increase on September 1 of each year during the ten-year term of this Plan commencing with September 1, 2019, by an amount equal to 2.0% of the total number of Shares issued and outstanding on the August 31 of each year.

(b) To the extent that an Award terminates, expires, or lapses for any reason, then any Shares subject to the Award shall again be available for the grant of an Award pursuant to the Plan. Shares delivered by the Participant or withheld by the Company upon the exercise of any Award under the Plan, in payment of the exercise price thereof or tax withholding thereon, may again be optioned, granted or awarded hereunder, subject to the limitations of Section 3.1(a). If any Awards are forfeited by the Participant or repurchased by the Company, the Shares underlying such Awards may again be optioned, granted or awarded hereunder, subject to the limitations of Section 3.1(a). To the extent permitted by Applicable Laws, Shares issued in assumption of, or in substitution for, any outstanding awards of any entity acquired in any form of combination by a Group Entity shall not be counted against Shares available for grant pursuant to the Plan. Notwithstanding the provisions of this Section 3.1(b), no Shares may again be optioned, granted or awarded if such action would cause an Incentive Share Option to fail to qualify as an incentive stock option under Section 422 of the Code.

3.2 Shares Distributed . Any Shares distributed pursuant to an Award may consist, in whole or in part, of authorized and unissued Shares, treasury shares (subject to Applicable Laws) or Shares purchased on the open market. Additionally, in the discretion of the Committee, American Depositary Shares in an amount equal to the number of Shares which otherwise would be distributed pursuant to an Award may be distributed in lieu of Shares in settlement of any Award. If the number of Shares represented by an American Depositary Share is other than on a one-to-one basis, the limitations of Section 3.1 shall be adjusted to reflect the distribution of American Depositary Shares in lieu of Shares.

ARTICLE 4

ELIGIBILITY AND PARTICIPATION

4.1 Eligibility . Persons eligible to participate in this Plan include Employees, Consultants, and all Directors, as determined by the Committee.

4.2 Participation . Subject to the provisions of the Plan, the Committee may, from time to time, select from among all eligible individuals, those to whom Awards shall be granted and shall determine the nature and amount of each Award. No individual shall have any right to be granted an Award pursuant to this Plan.

4.3 Jurisdictions . In order to assure the viability of Awards granted to Participants in various jurisdictions, the Committee may provide for such special terms as it may consider necessary or appropriate to accommodate differences in local law, tax policy, or custom applicable in the jurisdiction in which the Participant resides or is employed. Moreover, the Committee may approve such supplements to, or amendments, restatements, or alternative versions of, the Plan as it may consider necessary or appropriate for such purposes without

thereby affecting the terms of the Plan as in effect for any other purpose; provided, however , that no such supplements, amendments, restatements, or alternative versions shall increase the share limitations contained in Section 3.1 of the Plan. Notwithstanding the foregoing, the Committee may not take any actions hereunder, and no Awards shall be granted, that would violate any Applicable Laws.

ARTICLE 5

OPTIONS

5.1 General . The Committee is authorized to grant Options to Participants on the following terms and conditions:

(a) Exercise Price . The exercise price per Share subject to an Option shall be determined by the Committee and set forth in the Award Agreement which may be a fixed or variable price related to the Fair Market Value of the Shares. The exercise price per Share subject to an Option may be amended or adjusted in the absolute discretion of the Committee, the determination of which shall be final, binding and conclusive. For the avoidance of doubt, to the extent not prohibited by Applicable Laws or any exchange rule, a downward adjustment of the exercise prices of Options mentioned in the preceding sentence shall be effective without the approval of the Company’s shareholders or the approval of the affected Participants.

(b) Time and Conditions of Exercise . The Committee shall determine the time or times at which an Option may be exercised in whole or in part, including exercise prior to vesting; provided that the term of any Option granted under the Plan shall not exceed ten years, except as provided in Section 12.1. The Committee shall also determine any conditions, if any, that must be satisfied before all or part of an Option may be exercised.

(c) Payment . The Committee shall determine the methods by which the exercise price of an Option may be paid, the form of payment, including, without limitation (i) cash or check denominated in U.S. Dollars, (ii) to the extent permissible under the Applicable Laws, cash or check in Chinese Renminbi, (iii) cash or check denominated in any other local currency as approved by the Committee, (iv) Shares held for such period of time as may be required by the Committee in order to avoid adverse financial accounting consequences and having a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, (v) after the Trading Date the delivery of a notice that the Participant has placed a market sell order with a broker with respect to Shares then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; provided that payment of such proceeds is then made to the Company upon settlement of such sale, (vi) other property acceptable to the Committee with a Fair Market Value equal to the exercise price, or (vii) any combination of the foregoing. Notwithstanding any other provision of the Plan to the contrary, no Participant who is a member of the Board or an “executive officer” of the Company within the meaning of Section 13(k) of the Exchange Act shall be permitted to pay the exercise price of an Option in any method which would violate Section 13(k) of the Exchange Act.

(d) Evidence of Grant . All Options shall be evidenced by an Award Agreement between the Company and the Participant. The Award Agreement shall include such additional provisions as may be specified by the Committee.

(e) Effects of Termination of Employment or Service on Options . Termination of employment or service shall have the following effects on Options granted to the Participants unless otherwise provided in the Award Agreement:

(i) Dismissal for Cause . Unless otherwise provided in the Award Agreement, if a Participant’s employment by or service to the Service Recipient is terminated by the Service Recipient for Cause, the Participant’s Options will terminate upon such termination, whether or not the Option is then vested and/or exercisable;

(ii) Death or Disability . Unless otherwise provided in the Award Agreement, if a Participant’s employment by or service to the Service Recipient terminates as a result of the Participant’s death or Disability:

(a) the Participant (or his or her legal representative or beneficiary, in the case of the Participant’s Disability or death, respectively), will have until the date that is 12 months after the Participant’s termination of Employment to exercise the Participant’s Options (or portion thereof) to the extent that such Options were vested and exercisable on the date of the Participant’s termination of Employment on account of death or Disability;

(b) the Options, to the extent not vested and exercisable on the date of the Participant’s termination of Employment or service, shall terminate upon the Participant’s termination of Employment or service on account of death or Disability; and

(c) the Options, to the extent exercisable for the 12-month period following the Participant’s termination of Employment or service and not exercised during such period, shall terminate at the close of business on the last day of the 12-month period.

(iii) Other Terminations of Employment or Service . Unless otherwise provided in the Award Agreement, if a Participant’s employment by or service to the Service Recipient terminates for any reason other than a termination by the Service Recipient for Cause or because of the Participant’s death or Disability:

(a) the Participant will have until the date that is 90 days after the Participant’s termination of Employment or service to exercise his or her Options (or portion thereof) to the extent that such Options were vested and exercisable on the date of the Participant’s termination of Employment or service;

(c) the Options, to the extent exercisable for the 90-day period following the Participant’s termination of Employment or service and not exercised during such period, shall terminate at the close of business on the last day of the 90-day period.

5.2 Incentive Share Options . Incentive Share Options may be granted to Employees of the Company, a Parent or Subsidiary of the Company. Incentive Share Options may not be granted to Employees of a Related Entity or to Independent Directors or Consultants. The terms of any Incentive Share Options granted pursuant to the Plan, in addition to the requirements of Section 5.1, must comply with the following additional provisions of this Section 5.2:

(a) Individual Dollar Limitation . The aggregate Fair Market Value (determined as of the time the Option is granted) of all Shares with respect to which Incentive Share Options are first exercisable by a Participant in any calendar year may not exceed $100,000 or such other limitation as imposed by Section 422(d) of the Code, or any successor provision. To the extent that Incentive Share Options are first exercisable by a Participant in excess of such limitation, the excess shall be considered Non-Qualified Share Options.

(b) Exercise Price . The exercise price of an Incentive Share Option shall be equal to the Fair Market Value on the date of grant. However, the exercise price of any Incentive Share Option granted to any individual who, at the date of grant, owns Shares possessing more than ten percent of the total combined voting power of all classes of shares of the Company may not be less than 110% of Fair Market Value on the date of grant and such Option may not be exercisable for more than five years from the date of grant.

(c) Transfer Restriction . The Participant shall give the Company prompt notice of any disposition of Shares acquired by exercise of an Incentive Share Option within (i) two years from the date of grant of such Incentive Share Option or (ii) one year after the transfer of such Shares to the Participant.

(d) Expiration of Incentive Share Options . No Award of an Incentive Share Option may be made pursuant to this Plan after the tenth anniversary of the Effective Date.

(e) Right to Exercise . During a Participant’s lifetime, an Incentive Share Option may be exercised only by the Participant.

ARTICLE 6

RESTRICTED SHARES

6.1 Grant of Restricted Shares . The Committee, at any time and from time to time, may grant Restricted Shares to Participants as the Committee, in its sole discretion, shall

determine. The Committee, in its sole discretion, shall determine the number of Restricted Shares to be granted to each Participant.

6.2 Restricted Shares Award Agreement . Each Award of Restricted Shares shall be evidenced by an Award Agreement that shall specify the period of restriction, the number of Restricted Shares granted, and such other terms and conditions as the Committee, in its sole discretion, shall determine. Unless the Committee determines otherwise, Restricted Shares shall be held by the Company as escrow agent until the restrictions on such Restricted Shares have lapsed.

6.3 Issuance and Restrictions . Restricted Shares shall be subject to such restrictions on transferability and other restrictions as the Committee may impose (including, without limitation, limitations on the right to vote Restricted Shares or the right to receive dividends on the Restricted Share). These restrictions may lapse separately or in combination at such times, pursuant to such circumstances, in such installments, or otherwise, as the Committee determines at the time of the grant of the Award or thereafter.

6.4 Forfeiture/Repurchase . Except as otherwise determined by the Committee at the time of the grant of the Award or thereafter, upon termination of employment or service during the applicable restriction period, Restricted Shares that are at that time subject to restrictions shall be forfeited or repurchased in accordance with the Award Agreement; provided, however , the Committee may (a) provide in any Restricted Share Award Agreement that restrictions or forfeiture and repurchase conditions relating to Restricted Shares will be waived in whole or in part in the event of terminations resulting from specified causes, and (b) in other cases waive in whole or in part restrictions or forfeiture and repurchase conditions relating to Restricted Shares.

6.5 Certificates for Restricted Shares . Restricted Shares granted pursuant to the Plan may be evidenced in such manner as the Committee shall determine. If certificates representing Restricted Shares are registered in the name of the Participant, certificates must bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Restricted Shares, and the Company may, at its discretion, retain physical possession of the certificate until such time as all applicable restrictions lapse.

6.6 Removal of Restrictions . Except as otherwise provided in this Article 6, Restricted Shares granted under the Plan shall be released from escrow as soon as practicable after the last day of the period of restriction. The Committee, in its discretion, may accelerate the time at which any restrictions shall lapse or be removed. After the restrictions have lapsed, the Participant shall be entitled to have any legend or legends under Section 6.5 removed from his or her Share certificate, and the Shares shall be freely transferable by the Participant, subject to applicable legal restrictions. The Committee (in its discretion) may establish procedures regarding the release of Shares from escrow and the removal of legends, as necessary or appropriate to minimize administrative burdens on the Company.

ARTICLE 7

RESTRICTED SHARE UNITS

7.1 Grant of Restricted Share Units . The Committee, at any time and from time to time, may grant Restricted Share Units to Participants as the Committee, in its sole discretion,

shall determine. The Committee, in its sole discretion, shall determine the number of Restricted Share Units to be granted to each Participant.

7.2 Restricted Share Units Award Agreement . Each Award of Restricted Share Units shall be evidenced by an Award Agreement that shall specify any vesting conditions, the number of Restricted Share Units granted, and such other terms and conditions as the Committee, in its sole discretion, shall determine.

7.3 Performance Objectives and Other Terms . The Committee, in its discretion, may set performance objectives or other vesting criteria which, depending on the extent to which they are met, will determine the number or value of Restricted Share Units that will be paid out to the Participants.

7.4 Form and Timing of Payment of Restricted Share Units . At the time of grant, the Committee shall specify the date or dates on which the Restricted Share Units shall become fully vested and nonforfeitable. Upon vesting, the Committee, in its sole discretion, may pay Restricted Share Units in the form of cash, in Shares or in a combination thereof.

7.5 Forfeiture/Repurchase . Except as otherwise determined by the Committee at the time of the grant of the Award or thereafter, upon termination of employment or service during the applicable restriction period, Restricted Share Units that are at that time unvested shall be forfeited or repurchased in accordance with the Award Agreement; provided, however , the Committee may (a) provide in any Restricted Share Unit Award Agreement that restrictions or forfeiture and repurchase conditions relating to Restricted Share Units will be waived in whole or in part in the event of terminations resulting from specified causes, and (b) in other cases waive in whole or in part restrictions or forfeiture and repurchase conditions relating to Restricted Share Units.

ARTICLE 8

PROVISIONS APPLICABLE TO AWARDS

8.1 Award Agreement . Awards under the Plan shall be evidenced by Award Agreements that set forth the terms, conditions and limitations for each Award which may include the term of an Award, the provisions applicable in the event the Participant’s employment or service terminates, and the Company’s authority to unilaterally or bilaterally amend, modify, suspend, cancel or rescind an Award.

8.2 No Transferability; Limited Exception to Transfer Restrictions .

8.2.1 Limits on Transfer . Unless otherwise expressly provided in (or pursuant to) this Section 8.2, by Applicable Laws and by the Award Agreement, as the same may be amended:

(a) all Awards are non-transferable and will not be subject in any manner to sale, transfer, anticipation, alienation, assignment, pledge, encumbrance or charge;

(b) Awards will be exercised only by the Participant; and

(c) amounts payable or shares issuable pursuant to an Award will be delivered only to (or for the account of), and, in the case of Shares, registered in the name of, the Participant.

In addition, the shares shall be subject to the restrictions set forth in the applicable Award Agreement.

8.2.2 Further Exceptions to Limits on Transfer . The exercise and transfer restrictions in Section 8.2.1 will not apply to:

(a) transfers to the Company or a Subsidiary;

(b) transfers by gift to “immediate family” as that term is defined in SEC Rule 16a-1(e) promulgated under the Exchange Act;

(c) the designation of a beneficiary to receive benefits if the Participant dies or, if the Participant has died, transfers to or exercises by the Participant’s beneficiary, or, in the absence of a validly designated beneficiary, transfers by will or the laws of descent and distribution;

(d) if the Participant has suffered a disability, permitted transfers or exercises on behalf of the Participant by the Participant’s duly authorized legal representative; or

(e) subject to the prior approval of the Committee or an executive officer or director of the Company authorized by the Committee, transfer to one or more natural persons who are the Participant’s family members or entities owned and controlled by the Participant and/or the Participant’s family members, including but not limited to trusts or other entities whose beneficiaries or beneficial owners are the Participant and/or the Participant’s family members, or to such other persons or entities as may be expressly approved by the Committee, pursuant to such conditions and procedures as the Committee or may establish. Any permitted transfer shall be subject to the condition that the Committee receives evidence satisfactory to it that the transfer is being made for estate and/or tax planning purposes and on a basis consistent with the Company’s lawful issue of securities.

Notwithstanding anything else in this Section 8.2.2 to the contrary, but subject to compliance with all Applicable Laws, Incentive Share Options, Restricted Shares and Restricted Share Units will be subject to any and all transfer restrictions under the Code applicable to such Awards or necessary to maintain the intended tax consequences of such Awards. Notwithstanding clause (b) above but subject to compliance with all Applicable Laws, any contemplated transfer by gift to “immediate family” as referenced in clause (b) above is subject to the condition precedent that the transfer be approved by the Administrator in order for it to be effective.

8.3 Beneficiaries . Notwithstanding Section 8.2, a Participant may, in the manner determined by the Committee, designate a beneficiary to exercise the rights of the Participant and to receive any distribution with respect to any Award upon the Participant’s death. A beneficiary, legal guardian, legal representative, or other person claiming any rights pursuant to the Plan is subject to all terms and conditions of the Plan and any Award Agreement applicable to the Participant, except to the extent the Plan and Award Agreement otherwise provide, and to any additional restrictions deemed necessary or appropriate by the Committee.

If the Participant is married and resides in a community property state, a designation of a person other than the Participant’s spouse as his or her beneficiary with respect to more than 50% of the Participant’s interest in the Award shall not be effective without the prior written consent of the Participant’s spouse. If no beneficiary has been designated or survives the Participant, payment shall be made to the person entitled thereto pursuant to the Participant’s will or the laws of descent and distribution. Subject to the foregoing, a beneficiary designation may be changed or revoked by a Participant at any time provided the change or revocation is filed with the Committee.

8.4 Share Certificates . Notwithstanding anything herein to the contrary, the Company shall not be required to issue or deliver any certificates evidencing the Shares pursuant to the exercise of any Award, unless and until the Committee has determined, with advice of counsel, that the issuance and delivery of such certificates is in compliance with all Applicable Laws. All Share certificates delivered pursuant to the Plan are subject to any stop-transfer orders and other restrictions as the Committee deems necessary or advisable to comply with all Applicable Laws. The Committee may place legends on any Share certificate to reference restrictions applicable to the Shares. In addition to the terms and conditions provided herein, the Committee may require that a Participant make such reasonable covenants, agreements, and representations as the Committee, in its discretion, deems advisable in order to comply with any such Applicable Laws. The Committee shall have the right to require any Participant to comply with any timing or other restrictions with respect to the settlement or exercise of any Award, including a window-period limitation, as may be imposed in the discretion of the Committee.

8.5 Paperless Administration . Subject to Applicable Laws, the Committee may make Awards, provide applicable disclosure and procedures for exercise of Awards by an internet website or interactive voice response system for the paperless administration of Awards.

8.6 Stand-Alone and Tandem Awards . Awards granted pursuant to the Plan may, in the discretion of the Committee, be granted either alone, in addition to, or in tandem with, any other Award granted pursuant to the Plan. Awards granted in addition to or in tandem with other Awards may be granted either at the same time as or at a different time from the grant of such other Awards.

8.7 Foreign Currency . A Participant may be required to provide evidence that any currency used to pay the exercise price of any Award was acquired and taken out of the jurisdiction in which the Participant resides in accordance with Applicable Laws, including foreign exchange control laws and regulations. In the event the exercise price for an Award is paid in Chinese Renminbi or other foreign currency, as permitted by the Committee, the amount payable will be determined by conversion from U.S. dollars at the official rate promulgated by the People’s Bank of China for Chinese Renminbi, or for jurisdictions other than the People’s Republic of China, the exchange rate as selected by the Committee on the date of exercise.

ARTICLE 9

CHANGES IN CAPITAL STRUCTURE

9.1 Adjustments . In the event of any dividend, share split, combination or exchange of Shares, amalgamation, arrangement or consolidation, spin-off, recapitalization or other distribution (other than normal cash dividends) of Company assets to its shareholders, or any other change affecting the shares of Shares or the share price of a Share, the Committee shall make such proportionate adjustments, if any, as the Committee in its discretion may deem appropriate to reflect such change with respect to (a) the aggregate number and type of shares that may be issued under the Plan (including, but not limited to, adjustments of the limitations in Section 3.1); (b) the terms and conditions of any outstanding Awards (including, without limitation, any applicable performance targets or criteria with respect thereto); and (c) the grant or exercise price per share for any outstanding Awards under the Plan.

9.2 Corporate Transactions . Except as may otherwise be provided in any Award Agreement or any other written agreement entered into by and between the Company and a Participant, if the Committee anticipates the occurrence, or upon the occurrence, of a Corporate Transaction, the Committee may, in its sole discretion, provide for (i) any and all Awards outstanding hereunder to terminate at a specific time in the future and shall give each Participant the right to exercise the vested portion of such Awards during a period of time as the Committee shall determine, or (ii) the purchase of any Award for an amount of cash equal to the amount that could have been attained upon the exercise of such Award (and, for the avoidance of doubt, if as of such date the Committee determines in good faith that no amount would have been attained upon the exercise of such Award, then such Award may be terminated by the Company without payment), or (iii) the replacement of such Award with other rights or property selected by the Committee in its sole discretion or the assumption of or substitution of such Award by the successor or surviving corporation, or a Parent or Subsidiary thereof, with appropriate adjustments as to the number and kind of Shares and prices, or (iv) payment of Award in cash based on the value of Shares on the date of the Corporate Transaction plus reasonable interest on the Award through the date when such Award would otherwise be vested or have been paid in accordance with its original terms, if necessary to comply with Section 409A of the Code.

9.3 Outstanding Awards — Other Changes . In the event of any other change in the capitalization of the Company or corporate change other than those specifically referred to in this Article 9, the Committee may, in its absolute discretion, make such adjustments in the number and class of shares subject to Awards outstanding on the date on which such change occurs and in the per share grant or exercise price of each Award as the Committee may consider appropriate to prevent dilution or enlargement of rights.

9.4 No Other Rights . Except as expressly provided in the Plan, no Participant shall have any rights by reason of any subdivision or consolidation of Shares of any class, the payment of any dividend, any increase or decrease in the number of shares of any class or any dissolution, liquidation, merger, or consolidation of the Company or any other corporation. Except as expressly provided in the Plan or pursuant to action of the Committee under the Plan, no issuance by the Company of shares of any class, or securities convertible into shares of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number of shares subject to an Award or the grant or exercise price of any Award.

ARTICLE 10

ADMINISTRATION

10.1 Committee . The Plan shall be administered by the Board or a committee of one or more members of the Board to whom the Board shall delegate the authority to grant or amend Awards to Participants other than any of the Committee members. Any grant or amendment of Awards to any Committee member shall then require an affirmative vote of a majority of the Board members who are not on the Committee.

10.2 Action by the Committee . A majority of the Committee shall constitute a quorum. The acts of a majority of the members of the Committee present at any meeting at which a quorum is present, and acts approved in writing by a majority of the Committee in lieu of a meeting, shall be deemed the acts of the Committee. Each member of the Committee is entitled to, in good faith, rely or act upon any report or other information furnished to that member by any officer or other employee of a Group Entity, the Company’s independent certified public accountants, or any executive compensation consultant or other professional retained by the Company to assist in the administration of the Plan.

10.3 Authority of the Committee . Subject to any specific designation in the Plan, the Committee has the exclusive power, authority and discretion to:

(a) designate Participants to receive Awards;

(b) determine the type or types of Awards to be granted to each Participant;

(d) determine the terms and conditions of any Award granted pursuant to the Plan, including, but not limited to, the exercise price, grant price, or purchase price, any restrictions or limitations on the Award, any schedule for lapse of forfeiture restrictions or restrictions on the exercisability of an Award, and accelerations or waivers thereof, any provisions related to non-competition and recapture of gain on an Award, based in each case on such considerations as the Committee in its sole discretion determines;

(e) determine whether, to what extent, and pursuant to what circumstances an Award may be settled in, or the exercise price of an Award may be paid in, cash, Shares, other Awards, or other property, or an Award may be canceled, forfeited, or surrendered;

(f) prescribe the form of each Award Agreement, which need not be identical for each Participant;

(g) decide all other matters that must be determined in connection with an Award;

(h) establish, adopt, or revise any rules and regulations as it may deem necessary or advisable to administer the Plan;

(i) interpret the terms of, and any matter arising pursuant to, the Plan or any Award Agreement;

(j) reduce the exercise price per Share underlying an Option; and

(k) make all other decisions and determinations that may be required pursuant to the Plan or as the Committee deems necessary or advisable to administer the Plan.

10.4 Decisions Binding . The Committee’s interpretation of the Plan, any Awards granted pursuant to the Plan, any Award Agreement and all decisions and determinations by the Committee with respect to the Plan are final, binding, and conclusive on all parties.

ARTICLE 11

EFFECTIVE AND EXPIRATION DATE

11.1 Effective Date . This Plan shall become effective immediately prior to the completion of the initial public offering of the Company (the “ Effective Date ”).

11.2 Expiration Date . The Plan will expire on, and no Award may be granted pursuant to the Plan after the tenth anniversary of the Effective Date. Any Awards that are outstanding on the tenth anniversary of the Effective Date shall remain in force according to the terms of the Plan and the applicable Award Agreement.

ARTICLE 12

AMENDMENT, MODIFICATION, AND TERMINATION

12.1 Amendment, Modification, And Termination . With the approval of the Board, at any time and from time to time, the Committee may terminate, amend or modify the Plan; provided, however , that (a) to the extent necessary and desirable to comply with Applicable Laws or stock exchange rules, the Company shall obtain shareholder approval of any Plan amendment in such a manner and to such a degree as required, unless the Company decides to follow home country practice, and (b) unless the Company decides to follow home country practice, shareholder approval is required for any amendment to the Plan that (i) increases the number of Shares available under the Plan (other than any adjustment as provided by Article 9), or (ii) permits the Committee to extend the term of the Plan or the exercise period for an Option beyond ten years from the date of grant.

12.2 Awards Previously Granted . Except with respect to amendments made pursuant to Section 12.1, no termination, amendment, or modification of the Plan shall adversely affect in any material way any Award previously granted pursuant to the Plan without the prior written consent of the Participant.

ARTICLE 13

GENERAL PROVISIONS

13.1 No Rights to Awards . No Participant, employee, or other person shall have any claim to be granted any Award pursuant to the Plan, and neither the Company nor the Committee is obligated to treat Participants, employees, and other persons uniformly.

13.2 No Shareholders Rights . No Award gives the Participant any of the rights of a Shareholder of the Company unless and until Shares are in fact issued to such person in connection with such Award.

13.3 Taxes . No Shares shall be delivered under the Plan to any Participant until such Participant has made arrangements acceptable to the Committee for the satisfaction of any income and employment tax withholding obligations under Applicable Laws. The relevant Group Entity shall have the authority and the right to deduct or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy all applicable taxes (including the Participant’s payroll tax obligations) required or permitted by Applicable Laws to be withheld with respect to any taxable event concerning a Participant arising as a result of this Plan. The Committee may in its discretion and in satisfaction of the foregoing requirement allow a Participant to elect to have the Company withhold Shares otherwise issuable under an Award (or allow the return of Shares) having a Fair Market Value equal to the sums required to be withheld. Notwithstanding any other provision of the Plan, the number of Shares which may be withheld with respect to the issuance, vesting, exercise or payment of any Award (or which may be repurchased from the Participant of such Award after such Shares were acquired by the Participant from the Company) in order to satisfy any income and payroll tax liabilities applicable to the Participant with respect to the issuance, vesting, exercise or payment of the Award shall, unless specifically approved by the Committee, be limited to the number of Shares which have a Fair Market Value on the date of withholding or repurchase equal to the aggregate amount of such liabilities based on the minimum statutory withholding rates for the applicable income and payroll tax purposes that are applicable to such supplemental taxable income.

13.4 No Right to Employment or Services . Nothing in the Plan or any Award Agreement shall interfere with or limit in any way the right of the Service Recipient to terminate any Participant’s employment or services at any time, nor confer upon any Participant any right to continue in the employment or services of any Service Recipient.

13.5 Unfunded Status of Awards . The Plan is intended to be an “unfunded” plan for incentive compensation. With respect to any payments not yet made to a Participant pursuant to an Award, nothing contained in the Plan or any Award Agreement shall give the Participant any rights that are greater than those of a general creditor of the relevant Group Entity.

13.6 Indemnification . To the extent allowable pursuant to Applicable Laws, each member of the Committee or of the Board shall be indemnified and held harmless by the Company from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by such member in connection with or resulting from any claim, action, suit, or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action or failure to act pursuant to the Plan and against and from any and all amounts paid by him or her in satisfaction of judgment in such action, suit, or proceeding against him or her; provided he or she gives the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled pursuant to the Company’s Memorandum of Association and Articles of Association, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless.

13.7 Relationship to other Benefits . No payment pursuant to the Plan shall be taken into account in determining any benefits pursuant to any pension, retirement, savings, profit sharing, group insurance, welfare or other benefit plan of any Group Entity except to the extent otherwise expressly provided in writing in such other plan or an agreement thereunder.

13.8 Expenses . The expenses of administering the Plan shall be borne by the Group Entities.

13.9 Titles and Headings . The titles and headings of the Sections in the Plan are for convenience of reference only and, in the event of any conflict, the text of the Plan, rather than such titles or headings, shall control.

13.10 Fractional Shares . No fractional Shares shall be issued and the Committee shall determine, in its discretion, whether cash shall be given in lieu of fractional Shares or whether such fractional Shares shall be eliminated by rounding up or down as appropriate.

13.11 Limitations Applicable to Section 16 Persons . Notwithstanding any other provision of the Plan, the Plan, and any Award granted or awarded to any Participant who is then subject to Section 16 of the Exchange Act, shall be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 of the Exchange Act) that are requirements for the application of such exemptive rule. To the extent permitted by the Applicable Laws, the Plan and Awards granted or awarded hereunder shall be deemed amended to the extent necessary to conform to such applicable exemptive rule.

13.12 Government and Other Regulations . The obligation of the Company to make payment of awards in Shares or otherwise shall be subject to all Applicable Laws, and to such approvals by government agencies as may be required. The Company shall be under no obligation to register any of the Shares paid pursuant to the Plan under the Securities Act or any other similar law in any applicable jurisdiction. If the Shares paid pursuant to the Plan may in certain circumstances be exempt from registration pursuant to the Securities Act or other Applicable Laws, the Company may restrict the transfer of such Shares in such manner as it deems advisable to ensure the availability of any such exemption.

13.13 Governing Law . The Plan and all Award Agreements shall be construed in accordance with and governed by the laws of the Cayman Islands.

13.14 Section 409A . To the extent that the Committee determines that any Award granted under the Plan is or may become subject to Section 409A of the Code, the Award Agreement evidencing such Award shall incorporate the terms and conditions required by Section 409A of the Code. To the extent applicable, the Plan and the Award Agreements shall be interpreted in accordance with Section 409A of the Code and the U.S. Department of Treasury regulations and other interpretative guidance issued thereunder, including without limitation any such regulation or other guidance that may be issued after the Effective Date. Notwithstanding any provision of the Plan to the contrary, in the event that following the Effective Date the Committee determines that any Award may be subject to Section 409A of the Code and related Department of Treasury guidance (including such Department of Treasury guidance as may be issued after the Effective Date), the Committee may adopt such amendments to the Plan and the applicable Award agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Committee determines are necessary or appropriate to (a) exempt

the Award from Section 409A of the Code and/or preserve the intended tax treatment of the benefits provided with respect to the Award, or (b) comply with the requirements of Section 409A of the Code and related U.S. Department of Treasury guidance.

13.15 Appendices . With the approval of the Board, the Committee may approve such supplements, amendments or appendices to the Plan as it may consider necessary or appropriate for purposes of compliance with Applicable Laws or otherwise and such supplements, amendments or appendices shall be considered a part of the Plan; provided, however, that no such supplements shall increase the share limitation contained in Section 3.1 of the Plan.

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Exhibit 21.1

Principal Subsidiaries, Consolidated Affiliated Entities and Subsidiaries of Consolidated Affiliated Entities of the Registrant

Subsidiaries:

Sky City Holdings Limited, a British Virgin Islands company

Sky City Hong Kong Limited, a Hong Kong company

Sky City (Beijing) Technology Co., Ltd., a PRC company

Next Hop Holdings Limited, a British Virgin Islands company

Next Hop Hong Kong Limited, a Hong Kong company

Pintec (Beijing) Technology Co., Ltd., a PRC company

Consolidated Affiliated Entities:

Anquying (Tianjin) Business Information Consulting Co., Ltd., a PRC company

Xuanji Intelligence (Beijing) Technology Co., Ltd., a PRC company

Hezi (Beijing) Consultants Co., Ltd., a PRC company

Beijing Hongdian Fund Distributor Co., Ltd., a PRC company

Subsidiaries of Consolidated Affiliated Entities:

Anquying (Shanghai) Investment Consulting Co., Ltd., a PRC company

Anquying (Ganzhou) Technology Co., Ltd., a PRC company

Shenzhen Qianhai Minheng Commercial Factoring Co., Ltd., a PRC company

Tianjin Xiangmu Asset Management Co., Ltd., a PRC company

Myfin Insurance Broker Co., Ltd., a PRC company

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the use in this Registration Statement on Form F-1 of Pintec Technology Holdings Limited of our report dated May 4, 2018, except for the presentation of the cash flow statements as described in note 2(f), as to which the date is June 19, 2018, relating to the financial statements, which appears in such Registration Statement. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

/s/ PricewaterhouseCoopers Zhong Tian LLP
Beijing, the People’s Republic of China
July 16, 2018

Exhibit 23.4

CONSENT OF OLIVER WYMAN CONSULTING (SHANGHAI) LIMITED

Oliver Wyman Consulting (Shanghai) Limited hereby consents to (i) references to our name, (ii) inclusion of information and data contained in our report entitled “CHINA ONLINE FINANCIAL SERVICES ENABLEMENT PLATFORM — MARKET OVERVIEW AND PERSPECTIVES” (together with any subsequent amendments made by us thereto, the “Report”) and (iii) citation of the Report, in each case, in this Registration Statement on Form F-1 (and in all subsequent amendments) in connection with the proposed initial public offering of Pintec Technology Holdings Limited (the “Company”), in the prospectus contained therein, and in any other future filings or correspondence with the U.S. Securities and Exchange Commission (the “SEC”). We further hereby consent to the filing of this letter as an exhibit to such Registration Statement and any amendments thereto with the SEC.

/s/ Cliff Sheng
Name:	Cliff Sheng
Title:	Partner
Oliver Wyman Consulting (Shanghai) Limited
Room 3708-10
The Center
989 Changle Road
Xuhui District
Shanghai

July 16, 2018

Exhibit 99.1

PINTEC TECHNOLOGY HOLDINGS LIMITED

CODE OF BUSINESS CONDUCT AND ETHICS

(Adopted by the Board of Directors of Pintec Technology Holdings Limited on , 2018, effective upon the effectiveness of its registration statement on Form F-1 relating to its initial public offering)

I. PURPOSE

This Code of Business Conduct and Ethics (the “ Code ”) contains general guidelines for conducting the business of Pintec Technology Holdings Limited and its subsidiaries and affiliates (collectively, the “ Company ”) consistent with the highest standards of business ethics, and is intended to qualify as a “code of ethics” within the meaning of Section 406 of the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder. To the extent this Code requires a higher standard than required by commercial practice or applicable laws, rules or regulations, the Company adheres to these higher standards.

This Code is designed to deter wrongdoing and to promote:

· honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

· full, fair, accurate, timely, and understandable disclosure in reports and documents that the Company files with, or submits to, the U.S. Securities and Exchange Commission (the “ SEC ”) and in other public communications made by the Company;

· compliance with applicable laws, rules and regulations;

· prompt internal reporting of violations of the Code; and

· accountability for adherence to the Code.

II. APPLICABILITY

This Code applies to all directors, officers and employees of the Company, whether they work for the Company on a full-time, part-time, consultative or temporary basis (each, an “ employee ” and collectively, the “ employees ”). Certain provisions of the Code apply specifically to our chief executive officer, chief financial officer, other chief officers, senior financial officer, controller, senior vice presidents, vice presidents and any other persons who perform similar functions for the Company (each, a “ senior officer ,” and collectively, the “ senior officers ”).

The Board of Directors of Pintec Technology Holdings Limited (the “ Board ”) has appointed the head of the Legal Department of Pintec Technology Holdings Limited as the Compliance Officer for the Company (the “ Compliance Officer ”). If you have any questions

regarding the Code or would like to report any violation of the Code, please contact the Compliance Officer by email at complianceofficer.list@pintec.com.

III. CONFLICTS OF INTEREST

Identifying Conflicts of Interest

A conflict of interest occurs when an employee’s private interest interferes, or appears to interfere, in any way with the interests of the Company as a whole. An employee should actively avoid any private interest that may impact such employee’s ability to act in the interests of the Company or that may make it difficult to perform the employee’s work objectively and effectively. In general, the following are considered conflicts of interest:

· Competing Business . No employee may be employed by a business that competes with the Company or deprives it of any business.

· Corporate Opportunity . No employee may use corporate property, information or his/her position with the Company to secure a business opportunity that would otherwise be available to the Company. If an employee discovers a business opportunity that is in the Company’s line of business through the use of the Company’s property, information or position, the employee must first present the business opportunity to the Company before pursuing the opportunity in his/her individual capacity.

· Financial Interests .

(i) No employee may have any financial interest (ownership or otherwise), either directly or indirectly through a spouse or other family member, in any other business or entity if such interest adversely affects the employee’s performance of duties or responsibilities to the Company, or requires the employee to devote time to it during such employee’s working hours at the Company;

(ii) No employee may hold any ownership interest in a privately held company that is in competition with the Company;

(iii) An employee may hold less than 5% ownership interest in a publicly traded company that is in competition with the Company; provided that if the employee’s ownership interest in such publicly traded company increases to 5% or more, the employee must immediately report such ownership to the Compliance Officer;

(iv) Unless pre-approved by the Compliance Officer, no employee may hold any ownership interest in a company that has a business relationship with the Company if such employee’s duties at the Company include managing or supervising the Company’s business relations with that company; and

(v) Notwithstanding the other provisions of this Code,

(a) a director or any family member of such director (collectively, “ Director Affiliates ”) or a senior officer or any family member of such senior officer (collectively, “ Officer Affiliates ”) may continue to hold his/her investment or other financial interest in a business or entity (an “ Interested Business ”) that:

(1) was made or obtained either (x) before the Company invested in or otherwise became interested in such business or entity; or (y) before the director or senior officer joined the Company (for the avoidance of doubt, regardless of whether the Company had or had not already invested in or otherwise become interested in such business or entity at the time the director or senior officer joined the Company); or

(2) may in the future be made or obtained by the director or senior officer, provided that at the time such investment or other financial interest is made or obtained, the Company has not yet invested in or otherwise become interested in such business or entity;

provided that such director or senior officer shall disclose such investment or other financial interest to the Board;

(b) an interested director or senior officer shall refrain from participating in any discussion among senior officers of the Company relating to an Interested Business and may not be involved in any proposed transaction between the Company and an Interested Business; and

(c) before any Director Affiliate or Officer Affiliate (i) invests, or otherwise acquires any equity or other financial interest, in a business or entity that is in competition with the Company; or (ii) enters into any transaction with the Company, the related director or senior officer shall obtain prior approval from the Audit Committee of the Board.

For purposes of this Code, a company or other entity is deemed to be “in competition with the Company” if it competes with the Company’s services and any other business in which the Company engages in.

· Loans or Other Financial Transactions . No employee may obtain loans or guarantees of personal obligations from, or enter into any other personal financial transaction with, any company that is a material customer, supplier or competitor of the Company. This guideline does not prohibit arms-length transactions with recognized banks or other financial institutions.

· Service on Boards and Committees . No employee may serve on a board of directors or trustees or on a committee of any entity (whether profit or not-for-profit) whose interests could reasonably be expected to conflict with those of the Company. Employees must obtain prior approval from the Board before accepting any such board or committee position. The Company may revisit its approval of any such position at any time to determine whether an employee’s service in such position is still appropriate.

The above is in no way a complete list of situations where conflicts of interest may arise. The following questions might serve as a useful guide in assessing a potential conflict of interest situation not specifically addressed above:

· Is the action to be taken legal?

· Is it honest and fair?

· Is it in the best interests of the Company?

Disclosure of Conflicts of Interest

The Company requires that employees fully disclose any situations that could reasonably be expected to give rise to a conflict of interest. If an employee suspects that he/she has a conflict of interest, or a situation that others could reasonably perceive as a conflict of interest, the employee must report it immediately to the Compliance Officer. Conflicts of interest may only be waived by the Board, or the appropriate committee of the Board, and will be promptly disclosed to the public to the extent required by law and applicable rules of the applicable stock exchange.

Family Members and Work

The actions of family members outside the workplace may also give rise to conflicts of interest because they may influence an employee’s objectivity in making decisions on behalf of the Company. If a member of an employee’s family is interested in doing business with the Company, the criteria as to whether to enter into or continue the business relationship and the terms and conditions of the relationship must be no less favorable to the Company compared with those that would apply to an unrelated party seeking to do business with the Company under similar circumstances.

Employees are required to report any situation involving family members that could reasonably be expected to give rise to a conflict of interest to their supervisor or the Compliance Officer. For purposes of this Code, “family members” or “members of employee’s family” include an employee’s spouse, parents, children and siblings, whether by blood, marriage or adoption or anyone residing in such employee’s home.

IV. GIFTS, MEALS AND ENTERTAINMENT

All employees are required to comply with the anti-corruption compliance policy of the Company regarding gifts, meals and entertainment.

V. PROTECTION AND USE OF COMPANY ASSETS

Employees should protect the Company’s assets and ensure their efficient use for legitimate business purposes only. Theft, carelessness and waste have a direct impact on the Company’s profitability. Any use of the funds or assets of the Company, whether for personal gain or not, for any unlawful or improper purpose is strictly prohibited.

To ensure the protection and proper use of the Company’s assets, each employee is required to:

· Exercise reasonable care to prevent theft, damage or misuse of Company property;

· Promptly report any actual or suspected theft, damage or misuse of Company property;

· Safeguard all electronic programs, data, communications and written materials from unauthorized access; and

· Use Company property only for legitimate business purposes.

Except as approved in advance by the Chief Executive Officer or Chief Financial Officer of the Company, the Company prohibits political contributions (directly or through trade associations) by any employee on behalf of the Company. Prohibited political contributions include:

· any contributions of the Company’s funds or other assets for political purposes;

· encouraging individual employees to make any such contribution; and

· reimbursing an employee for any political contribution.

VI. INTELLECTUAL PROPERTY AND CONFIDENTIALITY

Employees shall abide by the Company’s rules and policies in protecting the intellectual property and confidential information, including the following:

· All inventions, creative works, computer software, and technical or trade secrets developed by an employee in the course of performing the employee’s duties or primarily through the use of the Company’s assets or resources while working at the Company are the property of the Company.

· Employees shall maintain the confidentiality of information entrusted to them by the Company or entities with which the Company has business relations, except when disclosure is authorized or legally mandated. Confidential information includes all non-public information that might be of use to competitors, or harmful to the company or its business associates, if disclosed.

· The Company maintains a strict confidentiality policy. During an employee’s term of employment with the Company, the employee shall comply with any and all written or unwritten rules and policies concerning confidentiality and shall fulfill the duties and responsibilities concerning confidentiality applicable to the employee.

· In addition to fulfilling the responsibilities associated with his/her position in the Company, an employee may not, without obtaining prior approval from the

Company, disclose, announce or publish trade secrets or other confidential business information of the Company, nor may an employee use such confidential information outside the course of his/her duties to the Company.

· Even outside the work environment, an employee must maintain vigilance and refrain from disclosing important information regarding the Company or its business, business associates or employees.

· An employee’s duty of confidentiality with respect to the confidential information of the Company survives the termination of such employee’s employment with the Company for any reason until such time as the Company discloses such information publicly or the information otherwise becomes available in the public sphere through no fault of the employee.

· Upon termination of employment, or at such time as the Company requests, an employee must return to the Company all of its property without exception, including all forms of medium containing confidential information, and may not retain duplicate materials.

VII. ACCURACY OF FINANCIAL REPORTS AND OTHER PUBLIC COMMUNICATIONS

The Company is required to report its financial results and other material information about its business to the public and the SEC. It is the Company’s policy to promptly disclose accurate and complete information regarding its business, financial condition and results of operations. Employees must strictly comply with all applicable standards, laws, regulations and policies for accounting and financial reporting of transactions, estimates and forecasts. Inaccurate, incomplete or untimely reporting will not be tolerated and can severely damage the Company and result in legal liability.

Employees should be on guard for, and are required to promptly report, any possibility of inaccurate or incomplete financial reporting. Particular attention should be paid to:

· Financial results that seem inconsistent with the performance of the underlying business;

· Transactions that do not seem to have an obvious business purpose; and

· Requests to circumvent ordinary review and approval procedures.

The Company’s senior financial officers and other employees working in the finance department have a special responsibility to ensure that all of the Company’s financial disclosures are full, fair, accurate, timely and understandable. These individuals are required to report any practice or situation that might undermine this objective to the Compliance Officer.

Employees are prohibited from directly or indirectly taking any action to coerce, manipulate, mislead or fraudulently influence the Company’s independent auditors for the

purpose of rendering the financial statements of the Company materially misleading. Prohibited actions include but are not limited to:

· issuing or reissuing a report on the Company’s financial statements that is not warranted in the circumstances (due to material violations of U.S. GAAP, generally accepted auditing standards or other professional or regulatory standards);

· not performing audit, review or other procedures required by generally accepted auditing standards or other professional standards;

· not withdrawing an issued report when withdrawal is warranted under the circumstances; or

· not communicating matters as required to the Company’s Audit Committee.

VIII. COMPANY RECORDS

Accurate and reliable records are crucial to the Company’s business and form the basis of its earnings statements, financial reports and other disclosures to the public. The Company’s records are a source of essential data that guides business decision-making and strategic planning. Company records include, but are not limited to, booking information, payroll, timecards, travel and expense reports, e-mails, accounting and financial data, measurement and performance records, electronic data files and all other records maintained in the ordinary course of business.

All Company records must be complete, accurate and reliable in all material respects. There is never an acceptable reason to make false or misleading entries. Undisclosed or unrecorded funds, payments or receipts are strictly prohibited. An employee is responsible for understanding and complying with the Company’s recordkeeping policy. An employee should contact the Compliance Officer if he/she has any questions regarding the recordkeeping policy.

IX. COMPLIANCE WITH LAWS AND REGULATIONS

Each employee has an obligation to comply with the laws of the cities, provinces, regions and countries in which the Company operates. This includes, without limitation, laws covering commercial bribery and kickbacks, patent, copyrights, trademarks and trade secrets, information privacy, insider trading, offering or receiving gratuities, employment harassment, environmental protection, occupational health and safety, false or misleading financial information, misuse of corporate assets and foreign currency exchange activities. Employees are expected to understand and comply with all laws, rules and regulations that apply to their positions at the Company. If any doubt exists about whether a course of action is lawful, the employee should seek advice immediately from the Compliance Officer.

X. DISCRIMINATION AND HARASSMENT

The Company is firmly committed to providing equal opportunity in all aspects of employment and will not tolerate any illegal discrimination or harassment based on race,

ethnicity, religion, gender, age, national origin or any other protected class. For further information, employees should consult the Compliance Officer.

XI. FAIR DEALING

Each employee should endeavor to deal fairly with the Company’s customers, suppliers, competitors and employees. No employee may take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair-dealing practice.

XII. HEALTH AND SAFETY

The Company strives to provide employees with a safe and healthy work environment. Each employee has responsibility for maintaining a safe and healthy workplace for other employees by following environmental, safety and health rules and practices and reporting accidents, injuries and unsafe equipment, practices or conditions. Violence or threats of violence are not permitted.

Each employee is expected to perform his/her duty to the Company in a safe manner, free of any influence of alcohol, illegal drugs or other controlled substances. The use of illegal drugs or other controlled substances in the workplace is prohibited.

XIII. VIOLATIONS OF THE CODE

All employees have a duty to report any known or suspected violation of this Code, including any violation of laws, rules, regulations or policies that apply to the Company. Reporting a known or suspected violation of this Code by others will not be considered an act of disloyalty, but an action to safeguard the reputation and integrity of the Company and its employees.

If an employee knows of or suspects a violation of this Code, it is such employee’s responsibility to immediately report the violation to the Compliance Officer, who will work with the employee to investigate his/her concern. All questions and reports of known or suspected violations of this Code will be treated with sensitivity and discretion. The Compliance Officer and the Company will protect the employee’s confidentiality to the extent possible, consistent with the law and the Company’s need to investigate the employee’s concern.

It is the Company’s policy that any employee who violates this Code will be subject to appropriate discipline, including termination of employment, based upon the facts and circumstances of each particular situation. An employee’s conduct, if it does not comply with the law or with this Code, can result in serious consequences for both the employee and the Company.

The Company strictly prohibits retaliation against an employee who, in good faith, seeks help or reports known or suspected violations. An employee inflicting reprisal or retaliation against another employee for reporting a known or suspected violation will be subject to disciplinary action, including termination of employment.

XIV. WAIVERS OF THE CODE

Waivers of this Code will be granted on a case-by-case basis and only in extraordinary circumstances. Waivers of this Code may be made only by the Board, or the appropriate committee of the Board, and may be promptly disclosed to the public if so required by applicable laws and regulations and rules of the applicable stock exchange.

XV. CONCLUSION

This Code contains general guidelines for conducting the business of the Company consistent with the highest standards of business ethics. If employees have any questions about these guidelines, they should contact the Compliance Officer. The Company expects all employees to adhere to these standards. Each employee is separately responsible for his/her actions. Conduct that violates the law or this Code cannot be justified by claiming that it was ordered by a supervisor or someone in higher management positions. If an employee engages in conduct prohibited by the law or this Code, such employee will be deemed to have acted outside the scope of his/her employment. The prohibited conduct will subject the employee to disciplinary action, including termination of employment.

* * * * * * * * * * * *

Exhibit 99.2

July 16, 2018

To: Pintec Technology Holdings Limited

216, 2/F East Gate, Pacific Century Place,

No. A2 Gongti North Road,

Chaoyang District, Beijing,

People’s Republic of China

Dear Sirs or Madams,

We are qualified lawyers of the People’s Republic of China (the “ PRC ” or “ China ”, for the purpose of this opinion only, the PRC shall not include the Hong Kong Special Administrative Region, the Macau Special Administrative Region and Taiwan) and as such are qualified to issue this opinion on the laws and regulations of the PRC effective as of the date hereof.

We act as the PRC counsel to Pintec Technology Holdings Limited (the “ Company ”), a company incorporated under the laws of the Cayman Islands, in connection with (i) the proposed initial public offering (the “ Offering ”) of certain number of American depositary shares (the “ Offered ADSs ”), each Offered ADS representing certain number of ordinary shares of the Company (the “ Ordinary Shares ”), by the Company as set forth in 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, and (ii) the Company’s proposed listing of the Offered ADSs on the New York Stock Exchange or the Nasdaq Global Market (the “ Transactions ”).

A. Documents and Assumptions

In rendering this opinion, we have examined originals or copies of the due diligence documents provided to us by the Company and the PRC Companies (as defined below) and such other documents, corporate records and certificates issued by the governmental authorities in the PRC (collectively, the “ Documents ”).

In rendering this opinion, we have assumed without independent investigation that (“ Assumptions ”):

(i) All signatures, seals and chops are genuine, each signature on behalf of a party thereto is that of a person duly authorized by such party to execute the same, all Documents submitted to us as originals are authentic, and all Documents submitted to us as certified or photostatic copies conform to the originals;

(ii) Each of the parties to the Documents, other than the PRC Companies, (a) if a legal person or other entity, is duly organized and is validly existing in good standing under the laws of its jurisdiction of organization and/or incorporation, or (b) if an individual, has full capacity for civil conduct; each of them, other than the PRC Companies, has full power and authority to execute, deliver and perform its obligations under the Documents to which it is a party in accordance with the laws of its jurisdiction of organization or incorporation or the laws that it/she/he is subject to;

(iii) The Documents that were presented to us remain in full force and effect on the date of this opinion and have not been revoked, amended or supplemented, and no amendments, revisions, supplements, modifications or other changes have been made, and no revocation or termination has occurred, with respect to any of the Documents after they were submitted to us for the purposes of this legal opinion;

(iv) The laws of jurisdictions other than the PRC which may be applicable to the execution, delivery, performance or enforcement of the Documents are complied with;

(v) All Governmental Authorizations and other official statement or documentation were obtained from competent Governmental Agency by lawful means in due course; and

(vi) All requested Documents have been provided to us and all factual statements made to us by the Company and the PRC Companies in connection with this legal opinion are true, correct and complete, and none of the Company or the PRC Companies has withheld anything that, if disclosed to us, would reasonably cause us to alter this opinion in whole or in part.

B. DEFINITIONS

In addition to the terms defined in the context of this opinion, the following capitalized terms as used in this opinion are defined as follows:

“CSRC”		means China Securities Regulatory Commission.

“Governmental Agency”		means any competent government authorities, courts, arbitration commissions, or regulatory bodies of the PRC. “Governmental Agencies” shall be construed accordingly.

“Governmental Authorization”		means any approval, consent, permit, authorization, filing, registration, exemption, waiver, endorsement, annual inspection, qualification and license required by the applicable PRC Laws to be obtained from any Governmental Agency.

“M&A Rules”		means the Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors promulgated by six PRC regulatory agencies, including the Ministry of Commerce, the State Assets Supervision and Administration Commission, the State Administration of Taxation, the State Administration for Industry and Commerce, the China Securities Regulatory Commission, and the State Administration of Foreign Exchange, which became effective on September 8, 2006 and was amended on June 22, 2009 by the Ministry of Commerce.

“PRC Civil Procedures Law”		means the Civil Procedures Law of PRC promulgated by Standing Committee of the National People’s Congress, which was amended on August 31, 2012.

“PRC Companies”		means the PRC Subsidiaries and the PRC Operating Entities, and “PRC Company” means any of them.

“PRC Operating Entities”		means the variable interest entities incorporated in the PRC as listed in Schedule I hereto. “PRC Operating Entity” means any of them.

“PRC Subsidiaries”		means Sky City (Beijing) Technology Co., Ltd. (the “PRC Subsidiary 1”, 思凯思特（北京）科技有限公司 ) and Pintec (Beijing) Technology Co., Ltd. (the “PRC Subsidiary 2”, 品钛（北京）科技有限公司 ). “PRC Subsidiary” means any of them.

“PRC Laws”		mean any and all laws, regulations, statutes, rules, orders, decrees, notices, judicial interpretations and other legislation currently in force and publicly available in the PRC as of the date hereof.

C. OPINIONS

Based on our review of the Documents and subject to the Assumptions and the Qualifications (as defined below), we are of the opinion as of the date hereof that:

(1) VIE Structure

Except as disclosed in the Registration Statement, (a) the ownership structure of PRC Companies, both currently and immediately after giving effect to the Offering, does not and will not result in any violation of PRC laws or regulations currently in effect; (b) each of PRC Companies and, to the best of our knowledge after due inquiry, each shareholder of the PRC Operating Entity, has full power, authority and legal right (corporate or otherwise) to execute, deliver and perform their respective obligations in respect of each of the agreements under the contractual arrangements as listed in Schedule II hereto and described in the Registration Statement under the caption “Corporate History and Structure” (the “VIE Agreements”) to which it is a party, and has duly authorized, executed and delivered each of the VIE Agreements to which it is a party; and (c) the VIE Agreements both currently and immediately after giving effect to this Offering, are valid, binding and enforceable and will not result in any violation of PRC Laws, except for the share pledges under that certain share pledge agreements as listed in item 2(3) and item 3(3) of Schedule II hereto which shall not be deemed validly created until they are registered with the applicable Governmental Agency.

However, there are substantial uncertainties regarding the interpretation and application of current PRC Laws and there can be no assurance that the Governmental Agency will ultimately take a view that is consistent with our opinion stated above.

(2) M&A Rules; No Governmental Authorization; No Conflicts

The M&A Rules, among other things, purport to require an offshore special purpose vehicle controlled directly or indirectly by PRC companies or individuals and formed for purposes of overseas listing through acquisition of PRC domestic interests held by such PRC companies or individuals, to obtain the approval of the CSRC prior to publicly listing their securities on an overseas stock exchange. The CSRC has not issued any definitive rules or interpretations concerning whether offerings such as the Offering are subject to the CSRC approval procedures under the M&A Rules.

A prior approval from the CSRC is not required under the M&A Rules for the Offering and the listing and trading of the ADSs on the New York Stock Exchange or the Nasdaq Global Market because (a) each of the PRC Subsidiaries was 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; and (b) no provision in the M&A Rules clearly classifies the contractual arrangements contemplated under the VIE Agreements as a type of acquisition transaction falling under the M&A Rules.

(3) Enforceability of Civil Procedures.

The recognition and enforcement of foreign judgments are provided for under the PRC Civil Procedures Law. PRC courts may recognize and enforce foreign judgments in accordance with the requirements of PRC Civil Procedures Law based either on treaties between China and the country where the judgment is made or on reciprocity between jurisdictions. China does not have any treaties or other form of reciprocity with the United States or the Cayman Islands that provide for the reciprocal recognition and enforcement of foreign judgments. In addition, according to the PRC Civil Procedures Law, courts in the PRC will not enforce a foreign judgment against the Company or its directors and officers if they decide that the judgment violates the basic principles of PRC law or national sovereignty, security or public interest. As a result, it is uncertain whether and on what basis a PRC court would enforce a judgment rendered by a court in the United States or the Cayman Islands.

(4) Taxation

The statements made in the Registration Statement under the caption “Taxation—People’s Republic of China Taxation,” with respect to the PRC tax laws and regulations or interpretations, constitute true and accurate descriptions of the matters described therein in all material aspects and such statements represent our opinion.

(5) PRC Laws

All statements set forth in the Registration Statement under the captions “Prospectus Summary”, “Risk Factors”, “Use of Proceeds”, “Enforceability of Civil Liabilities”, “Corporate History and Structure”, “Business”, “PRC Regulation”, “Management”, “Related Party Transactions” and “Taxation”, in each case insofar as such statements describe or summarize PRC legal or regulatory matters, are true and accurate in all material aspects, and correctly set forth therein, and nothing has been omitted from such statements which would make the same misleading in all material aspects.

D. QUALIFICATIONS

Our opinion expressed above is subject to the following qualifications (the “ Qualifications ”):

(i) Our opinion is limited to the PRC Laws of general application on the date hereof. We have made no investigation of, and do not express or imply any views on, the laws of any jurisdiction other than the PRC.

(ii) The PRC Laws referred to herein are laws and regulations publicly available and currently in force on the date hereof and there is no guarantee that any of such laws and regulations, or the interpretation or enforcement thereof, will not be changed, amended or revoked in the future with or without retrospective effect.

(iii) Our opinion is subject to the effects of (i) certain legal or statutory principles affecting the enforceability of contractual rights generally under the concepts of public interest, social ethics, national security, good faith, fair dealing, and applicable statutes of limitation; (ii) any circumstance in connection with formulation, execution or performance of any legal documents that would be deemed materially mistaken, clearly unconscionable, fraudulent, coercionary or concealing illegal intentions with a lawful form; (iii) judicial discretion with respect to the availability of specific performance, injunctive relief, remedies or defenses, calculation of damages, entitlement to attorney’s fees and other costs, or waiver of immunity from jurisdiction of any court or from legal process; (iv) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights generally; and (v) the discretion of any competent PRC legislative, administrative or judicial bodies in exercising their authority in the PRC.

(iv) This opinion is issued based on our understanding of the current PRC Laws. For matters not explicitly provided under the current PRC Laws, the interpretation, implementation and application of the specific requirements under the PRC Laws are subject to the final discretion of competent PRC legislative, administrative and judicial authorities, and there can be no assurance that the Government Agencies will ultimately take a view that is not contrary to our opinion stated above.

(v) We may rely, as to matters of fact (but not as to legal conclusions), to the extent we deem proper, on certificates and confirmations of responsible officers of the PRC Companies and PRC government officials.

(vi) This opinion is intended to be used in the context which is specifically referred to herein and each section should be considered as a whole and no part should be extracted and referred to independently.

(vii) As used in this opinion, the expression “to our best knowledge” or similar language with reference to matters of fact refers to the current actual knowledge of the attorneys of this firm who have worked on matters for the Company in connection with the Offering and the transactions contemplated thereunder. We have not undertaken any independent investigation to determine the existence or absence of any fact, and no inference as to our knowledge of the existence or absence of any fact should be drawn from our representation of the Company or the rendering of this opinion.

We hereby consent to the use of this opinion in, and the filing hereof as an exhibit to, the Registration Statement, and to the reference to our name in under the captions “Risk Factors”, “Enforceability of Civil Liabilities”, “Corporate History and Structure”, “PRC Regulation” and “Legal Matters” in the Registration Statement.

	Yours faithfully,

	/s/ Beijing Shihui Law Firm
	BEIJING SHIHUI LAW FIRM

SCHEDULE I

List of PRC Operating Entities

(1) Anquying (Tianjin) Business Information Consulting Co., Ltd. (“Tianjin Anquying”, 安趣盈（天津）商务信息咨询有限公司 )

(2) Beijing Hongdian Fund Distributor Co., Ltd.( “Beijing Hongdian”, 北京虹点基金销售有限公司 )

(3) Pintec Jinke (Beijing) Technology Information Co., Ltd. (the “Pintec Jinke”, 品钛金科 ( 北京 ) 信息技术有限公司 )

(4) Xuanji Intelligence (Beijing) Technology Co., Ltd. ( “Xuanji Intelligence”, 璇玑智能（北京）科技有限公司 )

SCHEDULE II

List of VIE Agreements

1. The VIE Agreements dated as of December 13, 2017 by and among PRC Subsidiary 1, Tianjin Anquying and its then shareholders.

(1) Exclusive Business Collaboration Agreement ( 独家业务合作协议 ) dated as of December 13, 2017 by and between PRC Subsidiary 1 and Tianjin Anquying.

(2) Exclusive Option Agreement ( 独家购买权合同 ) dated as of December 13, 2017 by and among PRC Subsidiary 1, Xiaomei Peng ( 彭笑玫 ) , Wei Wei ( 魏伟 ) and Tianjin Anquying.

(3) Share Pledge Agreement ( 股权质押合同 ) dated as of December 13, 2017 by and among PRC Subsidiary 1, Tianjin Anquying, and each of Xiaomei Peng ( 彭笑玫 ) and Wei Wei ( 魏伟 ).

(4) Power of Attorney ( 授权委托协议 ) dated as of December 13, 2017 by and between PRC Subsidiary 1 and Xiaomei Peng ( 彭笑玫 ).

(5) Power of Attorney ( 授权委托协议 ) dated as of December 13, 2017 by and between PRC Subsidiary 1 and Wei Wei ( 魏伟 ).

2. The VIE Agreements dated as of December 13, 2017 by and among PRC Subsidiary 2, Beijing Hongdian and its then shareholder.

(1) Exclusive Business Collaboration Agreement ( 独家业务合作协议 ) dated as of December 13, 2017 by and between PRC Subsidiary 2 and Beijing Hongdian.

(2) Exclusive Option Agreement ( 独家购买权合同 ) dated as of December 13, 2017 by and among PRC Subsidiary 2, Wei Hu ( 胡伟 ) and Beijing Hongdian.

(3) Share Pledge Agreement ( 股权质押合同 ) dated as of December 13, 2017 by and among PRC Subsidiary 2, Wei Hu ( 胡伟 ) and Beijing Hongdian.

(4) Power of Attorney ( 授权委托协议 ) dated as of December 13, 2017 by and between PRC Subsidiary 2 and Wei Hu ( 胡伟 ).

3. The VIE Agreements dated as of June 4, 2018 by and among PRC Subsidiary 2, Pintec Jinke and its then shareholder.

(1) Exclusive Business Collaboration Agreement ( 独家业务合作协议 ) dated as of June 4, 2018 by and between PRC Subsidiary 2 and Pintec Jinke.

(2) Exclusive Option Agreement ( 独家购买权合同 ) dated as of June 4, 2018 by and among PRC Subsidiary 2, Wei Wei ( 魏伟 ), Bingqing Chen ( 陈冰清 ), Hao Dong ( 董浩 ) and Pintec Jinke.

(3) Share Pledge Agreement ( 股权质押合同 ) dated as of June 4, 2018 by and among PRC Subsidiary 2, Wei Wei ( 魏伟 ), Bingqing Chen ( 陈冰清 ), Hao Dong ( 董浩 ) and Pintec Jinke.

(4) Power of Attorney ( 授权委托协议 ) dated as of June 4, 2018 by and between PRC Subsidiary 2 and Wei Wei ( 魏伟 ).

(5) Power of Attorney ( 授权委托协议 ) dated as of June 4, 2018 by and between PRC Subsidiary 2 and Hao Dong ( 董浩 ).

(6) Power of Attorney ( 授权委托协议 ) dated as of June 4, 2018 by and between PRC Subsidiary 2 and Bingqing Chen ( 陈冰清 ).

4. The VIE Agreements dated as of December 13, 2017 by and among PRC Subsidiary 2, Xuanji Intelligence and its then shareholders.

(1) Exclusive Business Collaboration Agreement ( 独家业务合作协议 ) dated as of December 13, 2017 by and between PRC Subsidiary 2 and Xuanji Intelligence.

(2) Exclusive Option Agreement ( 独家购买权合同 ) dated as of December 13, 2017 by and among PRC Subsidiary 2, Wei Wei ( 魏伟 ), Xiaomei Peng ( 彭笑玫 ) and Xuanji Intelligence.

(3) Share Pledge Agreement ( 股权质押合同 ) dated as of December 13, 2017 by and among PRC Subsidiary 2, Wei Wei ( 魏伟 ), Xiaomei Peng ( 彭笑玫 ) and Xuanji Intelligence.

(4) Power of Attorney ( 授权委托协议 ) dated as of December 13, 2017 by and between PRC Subsidiary 2 and Wei Wei ( 魏伟 ).

(5) Power of Attorney ( 授权委托协议 ) dated as of December 13, 2017 by and between PRC Subsidiary 2 and Xiaomei Peng ( 彭笑玫 ).