Pintec Technology Holdings Ltd (Form: F-1/A, Received: 10/10/2018 16:00:03)

Pintec Technology Holdings Limited

/s/ WEI WEI

Chief Executive Officer and Director

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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

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As filed with the Securities and Exchange Commission on October 10, 2018

Registration No. 333-226188

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

AMENDMENT NO. 1 TO

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 ⁽⁴⁾

(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.
(4): Previously paid.

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 October , 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$0.000125 per share. We anticipate the initial public offering price per ADS will be between US$ and US$ .

Prior to this offering, there has been no public market for 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.

Certain of our existing shareholders and their affiliates have indicated an interest in purchasing an aggregate of up to US$ million worth of the ADSs being offered in this offering at the initial public offering price. Assuming an initial public offering price of US$ per ADS, which is the mid-point of the estimated offering price range, the number of ADSs to be purchased by these existing shareholders would be up to ADSs, representing approximately % of the ADSs being offered in this offering, assuming the underwriters do not exercise their over-allotment option. However, because these indications of interest are not binding agreements or commitments to purchase, the underwriters could determine to sell more, fewer or no ADSs to any of these potential purchasers, and any of these potential purchasers could determine to purchase more, fewer or no ADSs in this offering. The underwriters will receive the same underwriting discounts and commissions on any ADSs purchased by these parties as they will on any other ADSs sold to the public in this offering. For additional information, see "Underwriting."

Investing in our ADSs involves a high degree of risk. See "Risk Factors" beginning on page 20.

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
ICBC International

Prospectus dated , 2018

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PROSPECTUS SUMMARY		1
THE OFFERING		13
RISK FACTORS		20
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS AND INDUSTRY DATA		67
USE OF PROCEEDS		68
DIVIDEND POLICY		69
CAPITALIZATION		70
EXCHANGE RATE INFORMATION		71
DILUTION		72
ENFORCEABILITY OF CIVIL LIABILITIES		74
CORPORATE HISTORY AND STRUCTURE		76
SELECTED CONSOLIDATED FINANCIAL DATA		83
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		86
INDUSTRY OVERVIEW		119
BUSINESS		124
PRC REGULATION		150
MANAGEMENT		163
PRINCIPAL SHAREHOLDERS		171
RELATED PARTY TRANSACTIONS		174
DESCRIPTION OF SHARE CAPITAL		176
DESCRIPTION OF AMERICAN DEPOSITARY SHARES		189
SHARES ELIGIBLE FOR FUTURE SALE		197
TAXATION		199
UNDERWRITING		205
LEGAL MATTERS		214
EXPERTS		215
WHERE YOU CAN FIND ADDITIONAL INFORMATION		216
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 183 business partners as of June 30, 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 83 financial partners as of June 30, 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 25.1 million registered users for our point-of-sale financing and our personal and business installment loan solutions as of June 30, 2018. Since our inception, we have facilitated loans by our financial partners for over 4.4 million cumulative unique borrowers with an aggregate of approximately RMB29.2 billion (US$4.4 billion) in loans as of June 30, 2018, and have facilitated transactions for over 176,000 cumulative unique investors through our wealth management solutions with a cumulative transaction amount of approximately RMB4.8 billion (US$0.7 billion). 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 218 technology employees, representing approximately 49% of our total employees, as of June 30, 2018.

We have experienced significant growth since we launched our first product in June 2015. In 2016 and 2017, our solutions processed approximately 8.5 million and 21.3 million loan applications, respectively, and facilitated a total of approximately RMB4.8 billion and RMB15.4 billion (US$2.3 billion) in loans, respectively. In the first half of 2017 and 2018, we processed approximately 10.4 million and 9.3 million loan applications, respectively, and facilitated a total of approximately RMB6.3 billion and RMB8.9 billion (US$1.3 billion) in loans, respectively. Our total revenues grew from RMB54.9 million in 2016 to RMB568.7 million (US$85.9 million) in 2017, and increased from RMB174.0 million in the first half of 2017 to RMB577.7 million (US$87.3 million) in the first half of 2018. Our net loss decreased by 57.7% from RMB200.5 million in 2016 to RMB84.9 million (US$12.8 million) in 2017, and changed from a net loss of RMB56.5 million in the first half of 2017 to a net income of RMB12.4 million (US$1.9 million) in the first half 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$8.1 million) in 2017, and changed from an adjusted net loss of RMB41.0 million in the first half of 2017 to an adjusted net income of RMB32.5 million (US$4.9 million) in the first half of 2018. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures."

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$3.5 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$109.3 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$3.0 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
•: Expand 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
•: Our reliance on Jimu Group for a significant portion of our funding and the need to further diversify our financial partners
•: 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 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

We operate in China's rapidly evolving online consumer finance and wealth management industries. You should carefully consider all of the information in this prospectus in light of the recent developments described below, including our operating data for the third quarter of 2018 and our preliminary unaudited financial data for July and August 2018 as well as the most recent regulatory developments currently affecting our business, before making an investment in our ADSs.

The peer-to-peer lending industry in China has experienced a number of defaults and bankruptcies since June 2018, and a number of investors have lost significant sums of money as a result. The negative publicity regarding the industry has led to swift and drastic regulatory action from governmental authorities to further tighten regulations, and may lead to further action in the future. Although these defaults and bankruptcies are unrelated to us or Jimu Box, which is the source of the majority of our funding, the negative publicity has affected investor confidence and caused a sharp drop in loan volumes on peer-to-peer lending platforms across the industry in July and August. Over the last two years, we have pursued a strategy of diversifying our funding partners, and our institutional funding has not been affected by the volatility in the peer-to-peer lending industry. However, as Jimu Box was the funding source for 74% of the outstanding loans facilitated through our platform as of June 30, 2018, these recent events had a significant impact on the total amount of loans that we facilitated. The total amount of loans we facilitated for the month of July 2018 was only approximately half of the corresponding amount for the month of June 2018, with this drop being principally due to a reduction of approximately three-fourths in the funding that we received from Jimu Box. As shown below in "—Operating Data", loan facilitation dropped further in August 2018 and only began to show signs of recovery in September 2018. Decreased loan facilitation had a negative impact on our financial performance in July and August 2018, it will have a negative impact on our financial performance for the third quarter of 2018 as a whole as well as for the full year ending December 31, 2018.

Preliminary Unaudited Financial Data

For the months ended July 31 and August 31, 2018:

•: Our total revenues were RMB93.2 million (US$14.1 million) and RMB82.5 million (US$12.5 million), respectively
•: Our gross profit was RMB42.1 million (US$6.4 million) and RMB41.8 million (US$6.3 million), respectively
•: Our net loss was RMB0.8 million (US$0.1 million) and RMB1.8 million (US$0.3 million), respectively

The unaudited financial data presented above is preliminary. The preliminary unaudited financial data included in this prospectus has been prepared on the same basis as our unaudited interim consolidated financial information by our management, and it is the responsibility of our management. PricewaterhouseCoopers Zhong Tian LLP has not audited, reviewed, compiled, or applied agreed-upon procedures with respect to the preliminary unaudited financial data. Accordingly, PricewaterhouseCoopers Zhong Tian LLP does not express an opinion or provide any other form of assurance with respect to it.

This preliminary unaudited financial data is subject to revision. In addition, our preliminary unaudited financial data for the months ended July 31 and August 31, 2018 may not be indicative of our financial results for the future interim period ending September 30, 2018 or for the year ending December 31, 2018. See "Special Note Regarding Forward-Looking Statements and Industry Data." Please refer to "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Risk Factors" and "Business" included elsewhere in this prospectus for information regarding trends and other factors that may affect our results of operations.

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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 Month Ended												As of and for the Three Months Ended

	July 31, 2018				August 31, 2018				September 30, 2018				September 30, 2018
	RMB		US$		RMB		US$		RMB		US$		RMB		US$
	(in thousands)
Total amount of loans facilitated during the period		945,316		142,860		813,400		122,924		903,206		136,496		2,661,922		402,280
Point-of-sale installment loans		390,398		58,988		314,603		47,544		384,139		58,053		1,089,140		164,595
Personal installment loans		484,726		73,254		449,416		67,917		448,521		67,782		1,382,663		208,953
Business installment loans		70,192		10,608		49,381		7,463		70,546		10,661		190,119		28,732
Outstanding balance		7,226,795		1,092,139		6,721,981		1,015,850		6,361,974		961,444		6,361,974		961,444
Point-of-sale installment loans		1,294,297		195,599		1,292,934		195,393		1,361,997		205,830		1,361,997		205,830
On-balance sheet		722,234		109,147		644,165		97,349		591,162		89,339		591,162		89,339
Off-balance sheet		572,063		86,452		648,769		98,044		770,835		116,491		770,835		116,491
Personal installment loans		5,393,897		815,144		4,935,830		745,920		4,525,806		683,956		4,525,806		683,956
On-balance sheet		440,767		66,610		427,034		64,535		336,730		50,888		336,730		50,888
Off-balance sheet		4,953,130		748,534		4,508,796		681,385		4,189,076		633,068		4,189,076		633,068
Business installment loans		538,601		81,396		493,217		74,537		474,171		71,658		474,171		71,658
On-balance sheet		23,277		3,518		29,143		4,404		26,571		4,015		26,571		4,015
Off-balance sheet		515,324		77,878		464,074		70,133		447,600		67,643		447,600		67,643

	As of and for the Month Ended												As of and for the Three Months Ended

	July 31,				August 31,				September 30,				September 30,
	2017		2018		2017		2018		2017		2018		2017		2018
	(in thousands)
Cumulative registered users as of the end of the period		11,717		26,368		12,800		27,104		14,126		27,889		14,126		27,889
Unique borrowers for the period ⁽¹⁾		577		366		566		277		510		359		1,217		827
Unique borrowers of point-of-sale installment loans		464		317		421		229		399		307		951		719
Unique borrowers of personal and business installment loans		135		52		167		51		124		56		337		121
Number of loans facilitated during the period		1,282		625		1,043		469		928		628		3,253		1,722
Number of point-of-sale installment loans facilitated		1,119		555		842		399		780		555		2,741		1,509
Number of personal and business installment loans facilitated		163		70		201		70		148		73		512		213

(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 the dates indicated:

	As at July 31, 2018				As at August 31, 2018				As at September 30, 2018

	RMB		US$		RMB		US$		RMB		US$
	(in thousands)
Point-of-sale installment loans
Online consumer finance platform		117,510		17,759		116,218		17,563		116,308		17,577
Public asset-backed securities*		143,844		21,738		95,009		14,358		23,430		3,541
Trusts and other structured finance*		333,556		50,408		448,875		67,836		533,482		80,622
Non-structured direct funding		454,553		68,694		532,551		80,481		654,527		98,914
Others ⁽¹⁾ *		244,834		37,000		100,281		15,155		34,250		5,176
Personal installment loans
Online consumer finance platform		4,546,864		687,138		4,076,394		616,039		3,702,822		559,584
Trusts and other structured finance*		440,767		66,610		427,034		64,535		336,730		50,888
Non-structured direct funding		406,266		61,396		432,402		65,346		486,254		73,484
Business installment loans
Online consumer finance platform		515,324		77,878		434,789		65,707		402,997		60,902
Trusts and other structured finance*		23,277		3,518		29,143		4,404		26,571		4,015
Non-structured direct funding		—		—		29,285		4,426		44,603		6,741
Total		7,226,795		1,092,139		6,721,981		1,015,850		6,361,974		961,444

(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.
*: On balance sheet sources

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

The table below sets forth certain additional information about the loans we have facilitated:

	For the Month Ended						For the Three Months Ended

	July 31, 2018		August 31, 2018		September 30, 2018		September 30, 2018
	RMB	US$	RMB	US$	RMB	US$	RMB	US$
Loan size
Point-of-sale installment loans	500 to 30,000	76 to 4,534	500 to 30,000	76 to 4,534	500 to 30,000	76 to 4,534	500 to 30,000	76 to 4,534
Personal installment loans	1,000 to 200,000	151 to 30,225	1,000 to 200,000	151 to 30,225	1,000 to 200,000	151 to 30,225	1,000 to 200,000	151 to 30,225
Business installment loans	1,000 to 600,000	151 to 90,674	1,000 to 600,000	151 to 90,674	1,000 to 600,000	151 to 90,674	1,000 to 600,000	151 to 90,674
Average loan size ⁽¹⁾
Point-of-sale installment loans	704	106	788	119	694	105	723	109
Personal installment loans ⁽²⁾	7,322	1,107	6,559	991	6,734	1,018	6,922	1,046
Business installment loans	20,897	3,158	27,852	4,209	26,442	3,996	24,374	3,683

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	For the Month Ended			For the Three Months Ended

	July 31, 2018	August 31, 2018	September 30, 2018	September 30, 2018
	(months)
Loan term
Point-of-sale installment loans	1 to 24	1 to 24	1 to 24	1 to 24
Personal installment loans	1 to 36	1 to 36	1 to 36	1 to 36
Business installment loans	3 to 24	3 to 24	3 to 24	3 to 24
Average loan term ⁽³⁾
Point-of-sale installment loans	8.7	9.8	8.5	9.0
Personal installment loans ⁽⁴⁾	9.4	8.6	9.2	9.1
Business installment loans	9.5	10.4	10.2	10.0

	For the Month Ended						For the Three Months Ended

	July 31, 2018		August 31, 2018		September 30, 2018		September 30, 2018
	(percentages)
Weighted average APR ⁽⁵⁾
Point-of-sale installment loans		12.7		12.7		12.8		12.8
Personal installment loans		24.3		23.7		24.5		24.2
Business installment loans		16.5		17.1		16.8		16.8

(1): 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.
(2): The loan size of personal installment loans originated online and offline is RMB1,000 (US$151) to RMB50,000 (US$7,556) and RMB20,000 (US$3,022) to RMB200,000 (US$30,225), respectively.
(3): Average loan term is weighted by loan origination amount for each loan originated in the period.
(4): The loan term of personal installment loans originated online and offline is 1 to 24 months and 6 to 36 months, respectively.
(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.

The following table provides our delinquency rates for all loans as of the dates indicated:

	Delinquent for

	16 - 30 days			31 - 60 days			61 - 90 days
July 31, 2018		1.31	%		2.05	%		2.04	%
August 31, 2018		1.56	%		2.44	%		2.07	%
September 30, 2018		1.37	%		2.44	%		2.41	%

We experienced an increase in delinquency rates in the third quarter of 2018 due to a decrease in the total outstanding principal balance of loans. See "Business—Risk Management—Credit Performance" for earlier periods.

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.

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M3+ delinquency rate by vintage for point-of-sale installment loans

M3+ delinquency rate by vintage for personal installment loans

PRC Regulatory Developments

In order to restore investors' confidence in the online consumer finance industry, various Chinese regulators and industry associations have taken action since the beginning of August 2018. For example, to reinforce the importance of repayment obligations to borrowers, the Head Office for Special Rectification of Online Finance Risk issued a notice in August 2018 asking peer-to-peer platforms to provide information about borrowers who default on loans and proposing to include such default information in credit records. Also in August 2018, the Head Office for Special Rectification of Peer-to-Peer Online Lending promulgated the Notice on Conducting Compliance Inspections of Online Lending Intermediaries, or the Inspection Notice, and the Compliance Checklist of Online Lending Information Intermediaries, or the Compliance Checklist, requiring online lending information intermediaries to complete self-inspection, inspection conducted by local and national Internet Finance Associations, and verification conducted by the local online lending rectification office by the end of December 2018, after which online lending information intermediaries will become eligible to apply for registration.

Jimu Box, which is the source of the majority of our funding, intends to submit its self-inspection report to the relevant regulatory authority in October 2018.

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

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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.

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

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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 have adopted.

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 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 International Corporation Services Ltd., P.O. Box 472, Harbour Place, 2nd Floor, 103 South Church Street, George Town, Grand Cayman KY1-1106, 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.

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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;
•: "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 RMB6.6171 to US$1.00, the exchange rate set forth in the H.10 statistical release of the Federal Reserve Board on June 29, 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 October 5, 2018, the exchange rate set forth in the H.10 statistical release of the Federal Reserve Board was RMB6.8680 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 51,782,495 Class B ordinary shares (or ordinary shares if the underwriters exercise their over-allotment option in full, comprised of Class A ordinary shares and 51,782,495 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.
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 plan to use up to approximately US$ million to acquire a micro-lending license. 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.

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		See "Use of Proceeds" for additional information.
Lock-up		We, our directors and executive officers, all of our existing shareholders and holders of most of our outstanding share options 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.
Indication of interest		Certain of our existing shareholders and their affiliates, including , , and , have indicated an interest in purchasing an aggregate of up to US$ million worth of the ADSs being offered in this offering at the initial public offering price. Based on these indications of interest, assuming an initial public offering price of US$ per ADS, which is the mid-point of the estimated offering price range, these potential purchasers would purchase an aggregate of ADSs, representing approximately % of the ADSs being offered in this offering. However, because these indications of interest are not binding agreements or commitments to purchase, the underwriters could determine to sell more, fewer or no ADSs to any of these potential purchasers, and any of these potential purchasers could determine to purchase more, fewer or no ADSs in this offering.
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 236,137,963 ordinary shares outstanding as of the date of this prospectus, assuming the conversion of all outstanding preferred shares into 164,678,773 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 six months ended June 30, 2017 and 2018 and summary consolidated balance sheets data as of June 30, 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 Six Months Ended June 30,

	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			64,275			74.8			138,261			79.4			399,703			60,405			69.2
Installment service fees		16,394			29.9			139,862			21,136			24.6			34,364			19.7			169,881			25,673			29.4
Wealth management service fees		4,309			7.8			3,547			536			0.6			1,422			0.9			8,080			1,221			1.4

Total revenues		54,874			100.0			568,720			85,947			100.0			174,047			100.0			577,664			87,299			100.0

Cost of revenues: ⁽¹⁾
Funding cost (including RMB1,120 thousand, RMB1,235 thousand, RMB568 thousand and RMB1,009 thousand to a related party, respectively)		(16,643	)		(30.3	)		(78,831	)		(11,913	)		(13.9	)		(25,554	)		(14.6	)		(93,476	)		(14,126	)		(16.2	)
Provision for credit loss		(16,124	)		(29.4	)		(115,920	)		(17,518	)		(20.4	)		(26,070	)		(15.0	)		(55,136	)		(8,332	)		(9.5	)
Origination and servicing cost (including RMB2,732 thousand, RMB2,720 thousand, RMB1,260 thousand and RMB413 thousand to a related party, respectively)		(27,087	)		(49.4	)		(177,662	)		(26,849	)		(31.2	)		(64,349	)		(37.0	)		(192,908	)		(29,154	)		(33.4	)

Cost of revenues		(59,854	)		(109.1	)		(372,413	)		(56,280	)		(65.5	)		(115,973	)		(66.6	)		(341,520	)		(51,612	)		(59.1	)

Gross (loss)/profit		(4,980	)		(9.1	)		196,307			29,667			34.5			58,074			33.4			236,144			35,687			40.9

Operating expenses: ⁽¹⁾
Sales and marketing expenses (including RMB35,444 thousand, RMB18,215 thousand, RMB12,106 thousand and RMB3,026 thousand to a related party, respectively)		(72,010	)		(131.2	)		(72,076	)		(10,892	)		(12.7	)		(30,577	)		(17.6	)		(51,264	)		(7,747	)		(8.9	)
General and administrative expenses (including RMB60,623 thousand, RMB45,533 thousand, RMB24,594 thousand and RMB18,057 thousand to a related party, respectively)		(72,849	)		(132.8	)		(106,323	)		(16,069	)		(18.6	)		(49,218	)		(28.3	)		(96,589	)		(14,597	)		(16.7	)
Research and development expenses (including RMB40,975 thousand, RMB35,795 thousand, RMB24,942 thousand and RMB7,172 thousand to a related party, respectively)		(51,172	)		(93.2	)		(71,517	)		(10,808	)		(12.6	)		(33,672	)		(19.3	)		(39,063	)		(5,903	)		(6.8	)

Total operating expenses		(196,031	)		(357.2	)		(249,916	)		(37,769	)		(43.9	)		(113,467	)		(65.2	)		(186,916	)		(28,247	)		(32.4	)

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	For the Years Ended December 31,															For the Six Months Ended June 30,

	2016						2017									2017						2018
	RMB			%			RMB			US$			%			RMB			%			RMB			US$			%
	(In thousands, except percentages)
Operating (loss)/profit		(201,011	)		(366.3	)		(53,609	)		(8,102	)		(9.4	)		(55,393	)		(31.8	)		49,228			7,440			8.5
Change in fair value of convertible loans		—			—			(7,042	)		(1,064	)		(1.2	)		—			—			(9,552	)		(1,444	)		(1.7	)
Share of loss from equity method investments		—			—			(2,455	)		(371	)		(0.4	)		—			—			(792	)		(120	)		(0.1	)
Impairment from long term investments		—			—			(2,000	)		(302	)		(0.4	)		—			—			—			—			—

Other income/(loss), net		684			1.2			(1,238	)		(187	)		(0.2	)		(1,072	)		(0.6	)		5,169			781			0.9

(Loss)/income before income tax expense		(200,327	)		(365.1	)		(66,344	)		(10,026	)		(11.6	)		(56,465	)		(32.4	)		44,053			6,657			7.6
Income tax expense		(167	)		(0.3	)		(18,516	)		(2,798	)		(3.3	)		(6	)		—			(31,667	)		(4,785	)		(5.5	)

Net (loss)/income		(200,494	)		(365.4	)		(84,860	)		(12,824	)		(14.9	)		(56,471	)		(32.4	)		12,386			1,872			2.1
Other comprehensive income		—			—			841			127			0.1			27			—			18,348			2,773			3.2

Total comprehensive (loss)/income		(200,494	)		(365.4	)		(84,019	)		(12,697	)		(14.8	)		(56,444	)		(32.4	)		30,734			4,645			5.3

(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 Six Months Ended June 30,

	2016			2017						2017			2018
	RMB			RMB			US$			RMB			RMB			US$
	(in thousands)
Share-based compensation expenses included in
Cost of revenues		(27	)		(27	)		(4	)		(13	)		(169	)		(26	)
Sales and marketing expenses		(1,986	)		(2,470	)		(373	)		(1,239	)		(1,814	)		(274	)
General and administrative expenses		(21,524	)		(25,263	)		(3,818	)		(12,576	)		(15,543	)		(2,349	)
Research and development expenses		(2,128	)		(3,258	)		(492	)		(1,630	)		(2,548	)		(385	)

	As of December 31,									As of June 30,

	2016			2017						2018
	RMB			RMB			US$			RMB			US$
	(in thousands)
Summary Consolidated Balance Sheet Data:
Cash and cash equivalents		27,292			370,891			56,051			512,209			77,407
Short-term financing receivables, net		359,433			1,506,179			227,619			1,175,020			177,573
Amounts due from related parties		109,701			229,026			34,611			383,593			57,970
Total assets		561,971			2,450,797			370,373			2,441,900			369,029
Short-term funding debts (including amounts of the consolidated VIEs of RMB382,281 thousand, RMB1,220,884 thousand and RMB1,254,638 thousand, respectively)		382,281			1,220,884			184,504			1,254,638			189,605
Amounts due to related parties (including amounts of the consolidated VIEs of RMB162,955 thousand, RMB344,028 thousand and RMB184,867 thousand, respectively)		162,995			375,369			56,727			210,324			31,785
Total liabilities		571,176			2,512,992			379,772			1,791,456			270,731
Total invested deficit/shareholders' deficit		(9,205	)		(62,195	)		(9,399	)		(730,074	)		(110,331	)

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	For the Years Ended December 31,									For the Six Months Ended June 30,

	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			29,838			71,295			(103,396	)		(15,626	)
Net cash (used in)/provided by investing activities		(108,178	)		(1,444,773	)		(218,339	)		(513,853	)		303,970			45,937
Net cash provided by/(used in) financing activities		256,700			1,595,968			241,188			486,267			(55,662	)		(8,412	)
Net increase in cash, cash equivalents and restricted time deposits		25,456			348,599			52,682			42,936			141,318			21,356
Cash, cash equivalents and restricted time deposits at beginning of the period		1,836			27,292			4,125			27,292			375,891			56,807
Including:
Cash and cash equivalents at beginning the period		1,836			27,292			4,125			27,292			370,891			56,051
Restricted time deposits at beginning of the period		—			—			—			—			5,000			756
Cash, cash equivalents and restricted time deposits at end of the period		27,292			375,891			56,807			70,228			517,209			78,163
Including:
Cash and cash equivalents at end the period		27,292			370,891			56,051			65,228			512,209			77,407
Restricted time deposits at end of the period		—			5,000			756			5,000			5,000			756

Non-GAAP Financial Measures

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 Six Months Ended June 30,

	2016			2017						2017			2018
	RMB			RMB			US$			RMB			RMB			US$
	(in thousands)
Total operating expenses		(196,031	)		(249,916	)		(37,769	)		(113,467	)		(186,916	)		(28,247	)
Add: share-based compensation expenses		25,665			31,018			4,687			15,458			20,074			3,034
Adjusted operating expenses		(170,366	)		(218,898	)		(33,082	)		(98,009	)		(166,842	)		(25,213	)
Net (loss)/income		(200,494	)		(84,860	)		(12,824	)		(56,471	)		12,386			1,872
Add: share-based compensation expenses		25,665			31,018			4,687			15,458			20,074			3,034

Adjusted net (loss)/income		(174,829	)		(53,842	)		(8,137	)		(41,013	)		32,460			4,906

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RISK FACTORS

An investment in our ADSs involves significant risks. You should carefully consider all of the information in this prospectus, including the risks and uncertainties described below, before making an investment in our ADSs. Any of the following risks could have a material adverse effect on our business, financial condition and results of operations. In any such case, the market price of our ADSs could decline, and you may lose all or part of your investment.

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

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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. 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 peer-to-peer platforms registered in its jurisdiction not expand their business scale. See "PRC Regulation—Regulations Relating to Loans between Individuals." More regulations are expected.

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 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

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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.

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, 81% of the outstanding loans as of December 31, 2017, 74% of the outstanding loans as of June 30, 2018. Recent adverse changes in Jimu Group's funding capability have adversely affected our access to funding and the volume of loans that we have been able to facilitate has dropped significantly since the beginning of July 2018. Our overall volume of loan facilitation for the month of July 2018 was only approximately half of the corresponding amount for the month of June 2018, with this drop being principally due to a reduction of approximately three-fourths in the funding that we received from Jimu Box. Volume dropped furthur in August 2018 and, while showing signs of recovery in September 2018, was still lower than it had been in July 2018. 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.

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,

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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 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

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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 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.

Failure of other technology enablement platforms for the financial service industry or damage to the reputation of other platforms with similar business models may materially and adversely affect our business and results of operations.

Technology enablement is a new type of business model in the financial service industry. Any negative development in our industry or related industries, such as bankruptcies or failures of other technology enablement platforms or online lending platforms, and especially a large number of such bankruptcies or failures, or negative perception of the industry as a whole, such as that arises from any failure of other platforms to detect or prevent money laundering or other illegal activities, even if factually incorrect or based on isolated incidents, could compromise our image, undermine the trust and credibility we have established and impose a negative impact on our ability to attract new borrowers and investors. If any of the foregoing takes place, our business and results of operations could be materially and adversely affected, potentially for a prolonged period of time. For example, a number of troubled online lending platforms in China have defaulted or collapsed since June 2018. Although these online lending platforms are not related to us, their failures have adversely affected investors' confidence in the online consumer finance industry, resulting in a reduction in the availability of funding from individual investors. Consequently, our operations have been adversely affected by market conditions since July 2018, and our results of operations and profitability will be adversely affected for the third quarter of 2018 as a whole as well as for the full year ending December 31, 2018. See "Prospectus Summary—Recent Developments" for more details.

Negative developments in our industry, such as widespread borrower defaults, fraudulent behavior and the closure of other platforms, may also lead to tightened regulatory scrutiny of the sector and limit the scope of permissible business activities that may be conducted, which may adversely affect our business and results of operations.

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

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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 peer-to-peer lending industry in China has experienced a number of defaults and bankruptcies in the past several months, and a number of investors have lost significant sums of money as a result. The negative publicity has affected investor confidence and caused a sharp drop in loan volumes on peer-to-peer lending platforms across the industry in July and August. 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 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 40.5% of our total revenues through cooperation with our top five business partners in 2016, 2017, and the first half of 2018, respectively, among which 55.8%, 46.2% and 15.9% 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 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$12.8 million) in 2017. Although we had net income of RMB12.4 million (US$1.9 million) in the first half of 2018, we cannot assure you that we will be able to generate net income in the future. We incurred net losses in the second quarter of 2018 due in large part to significant share-based compensation expenses. We

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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 granted 16,397,500 stock options to our directors, officers and employees on May 31, 2018, and another 2,300,000 stock options on July 31, 2018, in each case with strike prices equal to the par value of our ordinary shares, which will result in share-based compensation expenses to us from the completion of this offering until the completion of the vesting periods of these grants, which is generally four years. We will continue to grant equity-based awards to eligible participants from time to time in the future, which will result in additional share-based compensation expenses to us. As a result of the foregoing and other factors, our revenue growth may slow, we may incur higher expenses, 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 June 30, 2018, we had short-term financing receivables, net, of RMB1,175.0 million (US$177.6 million) and long-term financing receivables, net, of RMB132.0 million (US$20.0 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 RMB49.7 million (US$7.5 million) as of June 30, 2018. If our credit assessment and risk

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management system are not effective, we may suffer material unexpected losses, which would harm our financial performance.

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 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. 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

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may subsequently renegotiate their terms with us due to these increased delinquencies, resulting in an 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

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agencies to establishing anti-money laundering internal control systems and provide assistance to public 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 Shanghai Anquying Technology Co., Ltd., formerly known as 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 Shanghai Anquying Technology 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

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additional capital on terms favorable to us, or at all, if and when required, especially if we experience 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 shareholders, directors or officers, 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, or about our shareholders, directors or officers, 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

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Beijing, we could experience interruptions and delays in our service and may incur additional expense in arranging new facilities.

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

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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 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.

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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, 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,

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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.

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.

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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 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.

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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 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

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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 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

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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 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, Mr. Hao Dong 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

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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.

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

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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.

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.

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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. 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

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(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 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."

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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, 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

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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 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

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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 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

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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.

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

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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 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.

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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.

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.

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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.

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

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may be materially and adversely affected. The participation in this offering by our existing shareholders and their affiliates may further reduce the liquidity of our ADSs, and it may cause the trading price of our ADSs to be more volatile than it would have been if other investors had purchased those ADSs that are purchased by our existing shareholders and their affiliates. See "Risk Factors—Participation in this offering by our existing shareholders and their affiliates would reduce the available public float for our ADSs." 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;
•: 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.

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Participation in this offering by our existing shareholders and their affiliates would reduce the available public float for our ADSs.

Certain of our existing shareholders and their affiliates have indicated an interest in purchasing an aggregate of up to US$ million worth of the ADSs being offered in this offering at the initial public offering price. Assuming an initial public offering price of US$ per ADS, which is the mid-point of the estimated offering price range, the number of ADSs to be purchased by these existing shareholders would be up to ADSs, representing approximately % of the ADSs being offered in this offering, assuming the underwriters do not exercise their over-allotment option. If any of these existing shareholders are allocated all or a portion of the ADSs in which they have indicated an interest in this offering and purchase any such ADSs, such purchase may reduce the available public float for our ADSs. As a result, any purchase of our ADSs by these entities in this offering may reduce the liquidity of our ADSs relative to what it would have been had these ADSs been purchased by other investors.

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, our directors and officers, all of our existing shareholders and holders of most of our outstanding share options 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 "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

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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.

The dual-class structure of our ordinary shares may adversely affect the trading market for our ADSs.

S&P Dow Jones and FTSE Russell have recently announced changes to their eligibility criteria for inclusion of shares of public companies in certain indices, including the S&P 500, to exclude companies with multiple classes of shares and companies whose public shareholders hold no more than 5% of total voting power from being added to such indices. In addition, several shareholder advisory firms have announced their opposition to the use of multiple class capital structures. As a result, the dual class structure of our ordinary shares may prevent the inclusion of our ADSs in such indices and may cause shareholder advisory firms to publish negative commentary about our corporate governance practices or otherwise seek to cause us to change our capital structure. Any such exclusion from indices could result in a less active trading market for our ADSs. Any actions or publications by shareholder advisory firms critical of our corporate governance practices or capital structure could also adversely affect the value of our ADSs.

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.

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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 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 June 30, 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

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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 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

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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 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 have adopted 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

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addition, Cayman Islands companies may not have standing to initiate a shareholder derivative action in a federal court of the United States.

Shareholders of Cayman Islands exempted companies like 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 10 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.

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 the Class A ordinary shares underlying your ADSs on any matter at a

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shareholder meeting provided that we give the depositary a written confirmation sufficiently in advance of the meeting that:

•: we wish a proxy to be given to a person of our choice,
•: we reasonably do not know of any substantial opposition to the matter, and
•: the matter is not materially adverse to the interests of shareholders.

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 up to approximately US$ million to acquire a micro-lending license. 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 June 30, 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 June 30, 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 RMB6.6171 to US$1.00, the exchange rate on June 29, 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 October 5, 2018, the rate was RMB6.8680 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
The six months ended June 30		6.8038		6.4606		6.8102		6.2649
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		6.8038		6.7164		6.8102		6.6123
August		6.8300		6.8453		6.9330		6.8018
September
October (through October 5)		6.8680		6.8551		6.8880		6.8270

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 June 30, 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 June 30, 2018, the differences between the shareholders as of June 30, 2018 and the new investors with respect to the number of ordinary

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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) Technology Co., Ltd., or Tianjin Anquying, formerly known as Anquying (Tianjin) Business Information Consulting Co., Ltd., 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

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entities, our variable interest entities and the shareholders of our variable interest 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) Technology 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.

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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 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, 81% of the outstanding loans as of December 31, 2017, and 74% of the outstanding loans as of June 30, 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.

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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 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

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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 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.

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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 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 agreement entered into by and among Pintec Beijing, Beijing Hongdian and Beijing Hongdian's shareholder 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

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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 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 agreement entered into by and among Pintec Beijing, Beijing Hongdian and Beijing Hongdian's shareholder 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 six months ended June 30, 2017 and 2018 and selected consolidated balance sheets data as of June 30, 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 Six Months Ended June 30,

	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			64,275			74.8			138,261			79.4			399,703			60,405			69.2
Installment service fees		16,394			29.9			139,862			21,136			24.6			34,364			19.7			169,881			25,673			29.4
Wealth management service fees		4,309			7.8			3,547			536			0.6			1,422			0.9			8,080			1,221			1.4

Total revenues		54,874			100.0			568,720			85,947			100.0			174,047			100.0			577,664			87,299			100.0

Cost of revenues: ⁽¹⁾
Funding cost (including RMB1,120 thousand, RMB1,235 thousand, RMB568 thousand and RMB1,009 thousand to a related party, respectively)		(16,643	)		(30.3	)		(78,831	)		(11,913	)		(13.9	)		(25,554	)		(14.6	)		(93,476	)		(14,126	)		(16.2	)
Provision for credit loss		(16,124	)		(29.4	)		(115,920	)		(17,518	)		(20.4	)		(26,070	)		(15.0	)		(55,136	)		(8,332	)		(9.5	)
Origination and servicing cost (including RMB2,732 thousand, RMB2,720 thousand, RMB1,260 thousand and RMB413 thousand to a related party, respectively)		(27,087	)		(49.4	)		(177,662	)		(26,849	)		(31.2	)		(64,349	)		(37.0	)		(192,908	)		(29,154	)		(33.4	)

Cost of revenues		(59,854	)		(109.1	)		(372,413	)		(56,280	)		(65.5	)		(115,973	)		(66.6	)		(341,520	)		(51,612	)		(59.1	)

Gross (loss)/profit		(4,980	)		(9.1	)		196,307			29,667			34.5			58,074			33.4			236,144			35,687			40.9

Operating expenses: ⁽¹⁾
Sales and marketing expenses (including RMB35,444 thousand, RMB18,215 thousand, RMB12,106 thousand and RMB3,026 thousand to a related party, respectively)		(72,010	)		(131.2	)		(72,076	)		(10,892	)		(12.7	)		(30,577	)		(17.6	)		(51,264	)		(7,747	)		(8.9	)
General and administrative expenses (including RMB60,623 thousand, RMB45,533 thousand, RMB24,594 thousand and RMB18,057 thousand to a related party, respectively)		(72,849	)		(132.8	)		(106,323	)		(16,069	)		(18.6	)		(49,218	)		(28.3	)		(96,589	)		(14,597	)		(16.7	)
Research and development expenses (including RMB40,975 thousand, RMB35,795 thousand, RMB24,942 thousand and RMB7,172 thousand to a related party, respectively)		(51,172	)		(93.2	)		(71,517	)		(10,808	)		(12.6	)		(33,672	)		(19.3	)		(39,063	)		(5,903	)		(6.8	)

Total operating expenses		(196,031	)		(357.2	)		(249,916	)		(37,769	)		(43.9	)		(113,467	)		(65.2	)		(186,916	)		(28,247	)		(32.4	)

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	For the Years Ended December 31,															For the Six Months Ended June 30,

	2016						2017									2017						2018
	RMB			%			RMB			US$			%			RMB			%			RMB			US$			%
	(In thousands, except percentages)
Operating (loss)/profit		(201,011	)		(366.3	)		(53,609	)		(8,102	)		(9.4	)		(55,393	)		(31.8	)		49,228			7,440			8.5
Change in fair value of convertible loans		—			—			(7,042	)		(1,064	)		(1.2	)		—			—			(9,552	)		(1,444	)		(1.7	)
Share of loss from equity method investments		—			—			(2,455	)		(371	)		(0.4	)		—			—			(792	)		(120	)		(0.1	)
Impairment from long term investments		—			—			(2,000	)		(302	)		(0.4	)		—			—			—			—			—

Other income/(loss), net		684			1.2			(1,238	)		(187	)		(0.2	)		(1,072	)		(0.6	)		5,169			781			0.9

(Loss)/income before income tax expense		(200,327	)		(365.1	)		(66,344	)		(10,026	)		(11.6	)		(56,465	)		(32.4	)		44,053			6,657			7.6
Income tax expense		(167	)		(0.3	)		(18,516	)		(2,798	)		(3.3	)		(6	)		—			(31,667	)		(4,785	)		(5.5	)

Net (loss)/income		(200,494	)		(365.4	)		(84,860	)		(12,824	)		(14.9	)		(56,471	)		(32.4	)		12,386			1,872			2.1
Other comprehensive income		—			—			841			127			0.1			27			—			18,348			2,773			3.2

Total comprehensive (loss)/income		(200,494	)		(365.4	)		(84,019	)		(12,697	)		(14.8	)		(56,444	)		(32.4	)		30,734			4,645			5.3

(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 Six Months Ended June 30,

	2016			2017						2017			2018
	RMB			RMB			US$			RMB			RMB			US$
	(in thousands)
Share-based compensation expenses included in
Cost of revenues		(27	)		(27	)		(4	)		(13	)		(169	)		(26	)
Sales and marketing expenses		(1,986	)		(2,470	)		(373	)		(1,239	)		(1,814	)		(274	)
General and administrative expenses		(21,524	)		(25,263	)		(3,818	)		(12,576	)		(15,543	)		(2,349	)
Research and development expenses		(2,128	)		(3,258	)		(492	)		(1,630	)		(2,548	)		(385	)

	As of December 31,									As of June 30,

	2016			2017						2018
	RMB			RMB			US$			RMB			US$
	(in thousands)
Selected Consolidated Balance Sheet Data:
Cash and cash equivalents		27,292			370,891			56,051			512,209			77,407
Short-term financing receivables, net		359,433			1,506,179			227,619			1,175,020			177,573
Amounts due from related parties		109,701			229,026			34,611			383,593			57,970
Total assets		561,971			2,450,797			370,373			2,441,900			369,029
Short-term funding debts (including amounts of the consolidated VIEs of RMB382,281 thousand, RMB1,220,884 thousand and RMB1,254,638 thousand, respectively)		382,281			1,220,884			184,504			1,254,638			189,605
Amounts due to related parties (including amounts of the consolidated VIEs of RMB162,995 thousand, RMB344,028 thousand and RMB184,867 thousand, respectively)		162,995			375,369			56,727			210,324			31,785
Total liabilities		571,176			2,512,992			379,772			1,791,456			270,731
Total invested deficit/shareholders' deficit		(9,205	)		(62,195	)		(9,399	)		(730,074	)		(110,331	)

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	For the Years Ended December 31,									For the Six Months Ended June 30,

	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			29,838			71,295			(103,396	)		(15,626	)
Net cash (used in)/provided by investing activities		(108,178	)		(1,444,773	)		(218,339	)		(513,853	)		303,970			45,937
Net cash provided by/(used in) financing activities		256,700			1,595,968			241,188			486,267			(55,662	)		(8,412	)
Net increase in cash, cash equivalents and restricted time deposits		25,456			348,599			52,682			42,936			141,318			21,356
Cash, cash equivalents and restricted time deposits at beginning of the period		1,836			27,292			4,125			27,292			375,891			56,807
Including:
Cash and cash equivalents at beginning of the period		1,836			27,292			4,125			27,292			370,891			56,051
Restricted time deposits at beginning of the period		—			—			—			—			5,000			756
Cash, cash equivalents and restricted time deposits at end of the period		27,292			375,891			56,807			70,228			517,209			78,163
Including:
Cash and cash equivalents at end of the period		27,292			370,891			56,051			65,228			512,209			77,407
Restricted time deposits at end of the period		—			5,000			756			5,000			5,000			756

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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 183 business partners, 83 financial partners and approximately 25.1 million registered users for our point-of-sale financing and our personal and business installment loan solutions as of June 30, 2018.

We generate our revenues primarily from technical service fees and installment service fees. We generate technical service fee revenue by providing online credit assessment services and post-lending management services, such as cash processing services and collection services. 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 trust arrangements. 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 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 processed approximately 8.5 million and 21.3 million loan applications, respectively, and facilitated a total of approximately RMB4.8 billion and RMB15.4 billion (US$2.3 billion) in loans, respectively. In the first half of 2017 and 2018, we processed approximately 10.4 million and 9.3 million loan applications, respectively, and facilitated a total of approximately RMB6.3 billion and RMB8.9 billion (US$1.3 billion) in loans, respectively. Our total revenues grew from RMB54.9 million in 2016 to RMB568.7 million (US$85.9 million) in 2017, and increased from RMB174.0 million in the first half of 2017 to RMB577.7 million (US$87.3 million) in the first half of 2018. Our net loss decreased by 57.7% from RMB200.5 million in 2016 to RMB84.9 million (US$12.8 million) in 2017,

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and changed from a net loss of RMB56.5 million in the first half of 2017 to a net income of RMB12.4 million (US$1.9 million) in the first half 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$8.1 million) in 2017, and changed from an adjusted net loss of RMB41.0 million in the first half of 2017 to an adjusted net income of RMB32.5 million (US$4.9 million) in the first half of 2018. See "—Non-GAAP Financial Measures."

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$1.2 trillion) at the end of 2017, and is projected to further grow to RMB23.2 trillion (US$3.5 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 81% of the outstanding loans as of December 31, 2017 and 74% of the outstanding loans as of June 30, 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,

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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 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."

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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 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 are in the process of amending 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

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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.

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 June 30, 2018, we had short-term financing receivables, net, of RMB1,175.0 million (US$177.6 million) and long-term financing receivables, net, of RMB132.0 million (US$20.0 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 RMB1,254.6 million (US$189.6 million), and long-term funding debts of RMB90.3 million (US$13.6 million), as of June 30, 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 RMB49.7 million (US$7.5 million) as of June 30, 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 table presents information about our sources of funds as of December 31, 2017 and June 30, 2018, and how they are reflected on our balance sheet.

	As at December 31, 2017				As at June 30, 2018

	RMB		US$		RMB		US$
	(in thousands)
Point-of-sale installment loans
Online consumer finance platform
On balance sheet funding*		918,694		138,836		—		—
Off balance sheet funding		67		10		100,307		15,159
Public asset-backed securities*		256,643		38,785		201,710		30,483
Trusts and other structured finance*		110,665		16,724		290,812		43,949
Non-structured direct funding		110,168		16,649		254,211		38,417
Unsecured general loan and others* ⁽¹⁾		18,110		2,737		448,092		67,717
Personal installment loans
Online consumer finance platform		3,494,412		528,088		4,986,743		753,615
Trusts and other structured finance*		421,177		63,650		431,847		65,262
Non-structured direct funding		228,683		34,559		377,320		57,022
Business installment loans
Online consumer finance platform		329,088		49,733		561,256		84,819
Total		5,887,707		889,771		7,652,298		1,156,443

(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.
*: On balance sheet sources

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Key Operating and Financial Metrics

	As of and for the Years Ended December 31,									As of and for the Six Months Ended June 30,

	2016			2017						2017			2018
	RMB			RMB			US$			RMB			RMB			US$
	(in thousands)
Total revenues		54,874			568,720			85,947			174,047			577,664			87,299
Total amount of loans facilitated during the period		4,755,508			15,399,797			2,327,273			6,258,002			8,916,905			1,347,555
Point-of-sale installment loans		3,262,170			6,789,716			1,026,086			3,219,401			2,361,706			356,910
Personal installment loans		1,376,254			8,040,437			1,215,100			2,860,810			5,891,763			890,384
Business installment loans		117,084			569,644			86,087			177,791			663,436			100,261
Outstanding balance		1,462,515			5,887,707			889,771			3,336,918			7,652,298			1,156,443
Point-of-sale installment loans		377,515			1,414,347			213,741			877,667			1,295,132			195,725
On-balance sheet		376,305			1,304,112			197,082			866,510			940,614			142,149
Off-balance sheet		1,210			100,235			16,659			11,157			354,518			53,576
Personal installment loans		997,862			4,144,272			626,297			2,271,126			5,795,910			875,899
On-balance sheet		—			421,177			63,650			—			431,847			65,262
Off-balance sheet		997,862			3,723,095			562,647			2,271,126			5,364,063			810,637
Business installment loans (off-balance sheet)		87,138			329,088			49,733			188,305			561,256			84,819
Net (loss)/income		(200,494	)		(84,860	)		(12,824	)		(56,471	)		12,386			1,872
Adjusted net (loss)/income ⁽¹⁾		(174,829	)		(53,842	)		(8,137	)		(41,013	)		32,460			4,906
Adjusted operating expenses ⁽¹⁾		(170,366	)		(218,898	)		(33,082	)		(98,009	)		(166,842	)		(25,213	)

(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 Six Months Ended June 30,

	2016		2017		2017		2018
	(in thousands)
Cumulative registered users as of the end of the period		5,133		17,580		11,023		25,095
Unique borrowers for the period ⁽¹⁾		1,222		2,778		1,417		1,778
Unique borrowers of point-of-sale installment loans		1,121		2,229		1,151		1,333
Unique borrowers of personal and business installment loans		154		775		393		496
Number of loans facilitated during the period		6,132		13,693		6,712		4,444
Number of point-of-sale installment loans facilitated		5,927		11,782		5,868		3,780
Number of personal and business installment loans facilitated		205		1,911		844		664

(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 Measures

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 Six Months Ended June 30,

	2016			2017						2017			2018
	RMB			RMB			US$			RMB			RMB			US$
	(in thousands)
Total operating expenses		(196,031	)		(249,916	)		(37,769	)		(113,467	)		(186,916	)		(28,247	)
Add: share-based compensation expenses		25,665			31,018			4,687			15,458			20,074			3,034
Adjusted operating expenses		(170,366	)		(218,898	)		(33,082	)		(98,009	)		(166,842	)		(25,213	)
Net (loss)/income		(200,494	)		(84,860	)		(12,824	)		(56,471	)		12,386			1,872
Add: share-based compensation expenses		25,665			31,018			4,687			15,458			20,074			3,034

Adjusted net (loss)/income		(174,829	)		(53,842	)		(8,137	)		(41,013	)		32,460			4,906

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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 Six Months Ended June 30,

	2016				2017						2017				2018
	RMB		%		RMB		US$		%		RMB		%		RMB		US$		%
	(In thousands, except percentages)
Revenues:
Technical service fees		34,171		62.3		425,311		64,275		74.8		138,261		79.4		399,703		60,405		69.2
Installment service fees		16,394		29.9		139,862		21,136		24.6		34,364		19.7		169,881		25,673		29.4
Wealth management service fees		4,309		7.8		3,547		536		0.6		1,422		0.9		8,080		1,221		1.4

Total revenues		54,874		100.0		568,720		85,947		100.0		174,047		100.0		577,664		87,299		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 Six Months Ended June 30,

	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, RMB568 thousand and RMB1,009 thousand to a related party, respectively)		(16,643	)		(30.3	)		(78,831	)		(11,913	)		(13.9	)		(25,554	)		(14.6	)		(93,476	)		(14,126	)		(16.2	)
Provision for credit loss		(16,124	)		(29.4	)		(115,920	)		(17,518	)		(20.4	)		(26,070	)		(15.0	)		(55,136	)		(8,332	)		(9.5	)
Origination and servicing cost (including RMB2,732 thousand, RMB2,720 thousand, RMB1,260 thousand and RMB413 thousand to a related party, respectively)		(27,087	)		(49.4	)		(177,662	)		(26,849	)		(31.2	)		(64,349	)		(37.0	)		(192,908	)		(29,154	)		(33.4	)

Cost of revenues		(59,854	)		(109.1	)		(372,413	)		(56,280	)		(65.5	)		(115,973	)		(66.6	)		(341,520	)		(51,612	)		(59.1	)

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.

Funding debt is proceeds received from individual investors, other financial partners, and investors of the asset-backed securitized debts or the consolidated trusts to fund our on-balance sheet financing receivables. 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 Six Months Ended June 30,

	2016						2017									2017						2018
	RMB			%			RMB			US$			%			RMB			%			RMB			US$			%
	(In thousands, except percentages)
Total revenues		54,874			100.0			568,720			85,947			100.0			174,047			100.0			577,664			87,299			100.0
Cost of revenues		(59,854	)		(109.1	)		(372,413	)		(56,280	)		(65.5	)		(115,973	)		(66.6	)		(341,520	)		(51,612	)		(59.1	)
Gross profit		(4,980	)		(9.1	)		196,307			29,667			34.5			58,074			33.4			236,144			35,687			40.9

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 12.2% and 26.7%, respectively, with regards to loans we facilitated in the first half 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 business

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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 Six Months Ended June 30,

	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, RMB12,106 thousand and RMB3,026 thousand to a related party, respectively)		(72,010	)		(131.2	)		(72,076	)		(10,892	)		(12.7	)		(30,577	)		(17.6	)		(51,264	)		(7,747	)		(8.9	)
General and administrative expenses (including RMB60,623 thousand, RMB45,533 thousand, RMB24,594 thousand and RMB18,057 thousand to a related party, respectively)		(72,849	)		(132.8	)		(106,323	)		(16,069	)		(18.6	)		(49,218	)		(28.3	)		(96,589	)		(14,597	)		(16.7	)
Research and development expenses (including RMB40,975 thousand, RMB35,795 thousand, RMB24,942 thousand and RMB7,172 thousand to a related party, respectively)		(51,172	)		(93.2	)		(71,517	)		(10,808	)		(12.6	)		(33,672	)		(19.3	)		(39,063	)		(5,903	)		(6.8	)

Total operating expenses		(196,031	)		(357.2	)		(249,916	)		(37,769	)		(43.9	)		(113,467	)		(65.2	)		(186,916	)		(28,247	)		(32.4	)

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.

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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.

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

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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 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

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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 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 June 30,

	2016		2017				2018
	RMB		RMB		US$		RMB		US$
	(in thousands)
Total assets		561,971		2,399,497		362,621		3,639,544		550,021
Total liabilities		571,176		2,438,243		368,476		3,065,685		463,297

	For the Years Ended December 31,									For the Six Months Ended June 30,

	2016			2017						2017			2018
	RMB			RMB			US$			RMB			RMB		US$
	(in thousands)
Total revenues		54,874			661,417			99,956			175,167			602,037		90,982
Net (loss)/income		(200,494	)		(31,343	)		(4,737	)		(16,130	)		23,608		3,568

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	For the Years Ended December 31,									For the Six Months Ended June 30,

	2016			2017						2017			2018
	RMB			RMB			US$			RMB			RMB			US$
	(in thousands)
Net cash (used in)/provided by operating activities		(123,066	)		83,080			12,555			28,860			41,942			6,338
Net cash (used in)/provided by investing activities		(108,178	)		(1,444,358	)		(218,277	)		(513,578	)		323,215			48,845
Net cash provided by/(used in) financing activities		256,700			1,498,175			226,410			526,879			(357,715	)		(54,058	)

Net increase in cash, cash equivalents and restricted time deposits		25,456			136,897			20,688			42,161			7,442			1,125
Cash, cash equivalents and restricted time deposits at beginning of the period		1,836			27,292			4,125			27,292			164,189			24,813

Including:
Cash and cash equivalents at beginning of the period		1,836			27,292			4,125			27,292			159,189			24,057
Restricted time deposits at beginning of the period		—			—			—			—			5,000			756

Cash, cash equivalents and restricted time deposits at end of the period		27,292			164,189			24,813			69,453			171,631			25,938



Including:
Cash and cash equivalents at end of the period		27,292			159,189			24,057			64,453			166,631			25,182
Restricted time deposits at end of the period		—			5,000			756			5,000			5,000			756

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

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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 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.

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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 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

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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$4.7 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$3.2 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 44,109,105 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 provides for the grant of share options and other equity based awards to eligible employees and consultants 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 and consultants. 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

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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$7.5 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.

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

A summary of granting, vesting and forfeiting of the service-based options for the six months ended June 30, 2017 and 2018, is 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	(108,894	)		1.00		—		—

Outstanding as of June 30, 2017	16,298,148			0.87		8.22		29,111



Vested and expected to vest as of June 30, 2017	16,298,148			0.87		8.22		29,111
Exercisable as of June 30, 2017	7,414,623			0.77		8.22		5,914

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			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, 2017	16,202,892			0.87		7.75		27,998
Granted	—			—		—		—
Exercised	—			—		—		—
Forfeited	(271,092	)		1.00		—		—

Outstanding as of June 30, 2018	15,931,800			0.87		7.26		28,351



Vested and expected to vest as of June 30, 2018	15,931,800			0.87		7.26		28,351
Exercisable as of June 30, 2018	10,774,251			0.78		7.26		12,633

There were 520,000 and nil options granted for the six months ended June 30, 2017 and 2018. The weighted average grant date fair value of options granted for the six months ended June 30, 2017 and 2018 was US$1.88 and nil per share, respectively.

As of December 31, 2017 and June 30, 2018, there was RMB49.9 million and RMB36.5 million (US$5.5 million) 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 and 1.29 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 six months ended June 30, 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 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

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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.

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 Six Months Ended June 30,

	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			64,275			74.8			138,261			79.4			399,703			60,405			69.2
Installment service fees		16,394			29.9			139,862			21,136			24.6			34,364			19.7			169,881			25,673			29.4
Wealth management service fees		4,309			7.8			3,547			536			0.6			1,422			0.9			8,080			1,221			1.4

Total revenues		54,874			100.0			568,720			85,947			100.0			174,047			100.0			577,664			87,299			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	)		(11,913	)		(13.9	)		(25,554	)		(14.6	)		(93,476	)		(14,126	)		(16.2	)
Provision for credit loss		(16,124	)		(29.4	)		(115,920	)		(17,518	)		(20.4	)		(26,070	)		(15.0	)		(55,136	)		(8,332	)		(9.5	)
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	)		(26,849	)		(31.2	)		(64,349	)		(37.0	)		(192,908	)		(29,154	)		(33.4	)

Cost of revenues		(59,854	)		(109.1	)		(372,413	)		(56,280	)		(65.5	)		(115,973	)		(66.6	)		(341,520	)		(51,612	)		(59.1	)

Gross (loss)/profit		(4,980	)		(9.1	)		196,307			29,667			34.5			58,074			33.4			236,144			35,687			40.9
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	)		(10,892	)		(12.7	)		(30,577	)		(17.6	)		(51,264	)		(7,747	)		(8.9	)
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	)		(16,069	)		(18.6	)		(49,218	)		(28.3	)		(96,589	)		(14,597	)		(16.7	)
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	)		(10,808	)		(12.6	)		(33,672	)		(19.3	)		(39,063	)		(5,903	)		(6.8	)

Total operating expenses		(196,031	)		(357.2	)		(249,916	)		(37,769	)		(43.9	)		(113,467	)		(65.2	)		(186,916	)		(28,247	)		(32.4	)

Operating (loss)/profit		(201,011	)		(366.3	)		(53,609	)		(8,102	)		(9.4	)		(55,393	)		(31.8	)		49,228			7,440			8.5
Change in fair value of convertible loans		—			—			(7,042	)		(1,064	)		(1.2	)		—			—			(9,552	)		(1,444	)		(1.7	)
Share of loss from equity method investments		—			—			(2,455	)		(371	)		(0.4	)		—			—			(792	)		(120	)		(0.1	)
Impairment from long term investments		—			—			(2,000	)		(302	)		(0.4	)		—			—			—			—			—
Other income/(loss), net		684			1.2			(1,238	)		(187	)		(0.2	)		(1,072	)		(0.6	)		5,169			781			0.9

(Loss)/income before income tax expense		(200,327	)		(365.1	)		(66,344	)		(10,026	)		(11.6	)		(56,465	)		(32.4	)		44,053			6,657			7.6
Income tax expense		(167	)		(0.3	)		(18,516	)		(2,798	)		(3.3	)		(6	)		—			(31,667	)		(4,785	)		(5.5	)

Net (loss)/income		(200,494	)		(365.4	)		(84,860	)		(12,824	)		(14.9	)		(56,471	)		(32.4	)		12,386			1,872			2.1
Other comprehensive income		—			—			841			127			0.1			27			—			18,348			2,773			3.2

Total comprehensive (loss)/income		(200,494	)		(365.4	)		(84,019	)		(12,697	)		(14.8	)		(56,444	)		(32.4	)		30,734			4,645			5.3

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Six months ended June 30, 2018 compared to six month ended June 30, 2017

Revenues

Our total revenue increased from RMB174.0 million in the six months ended June 30, 2017 to RMB577.7 million (US$87.3 million) in the six months ended June 30, 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 RMB138.3 million in the six months ended June 30, 2017 to RMB399.7 million (US$60.4 million) in the six months ended June 30, 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 RMB2.9 billion in the six months ended June 30, 2017 to RMB5.9 billion (US$0.9 billion) in the six months ended June 30, 2018, while the outstanding balance of personal installment loans increased from RMB2.3 billion as of June 30, 2017 to RMB5.8 billion (US$0.9 billion) as of June 30, 2018.

Installment service fees. Installment service fees increased from RMB34.4 million in the six months ended in 2017 to RMB169.9 million (US$25.7 million) in the six months ended June 30, 2018, due to growth in installment service fees from point-of-sale installment loans as well as changes in the funding structure for certain of our personal installment loans. Installment service fees from point-of-sale installment loans grew primarily due to increases in loan volume but also to a lesser degree due to improved fee arrangements. In addition, after we began to fund personal installment loans for Qunar customers through a combination of on-balance sheet and off-balance sheet funding sources, rather than purely from off-balance sheet funding sources, the fees from some of such personal installment loans were classified as installment service fees rather than as technical service fees, thus contributing to faster growth of our installment service fees.

Wealth management service fees. Wealth management service fees increased by 468% from RMB1.4 million in the six months ended in June 30, 2017 to RMB8.1 million (US$1.2 million) in the six months ended June 30, 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 RMB116.0 million in the six months ended June 30, 2017 to RMB341.5 million (US$51.6 million) in the six months ended June 30, 2018, with increases in all components of our cost of revenues.

Funding cost. Funding cost, consisting primarily of interest expenses, increased from RMB25.6 million in the six months ended June 30, 2017 to RMB93.5 million (US$14.1 million) in the six months ended June 30, 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 RMB26.1 million in the six months ended June 30, 2017 to RMB55.1 million (US$8.3 million) in the six months ended June 30, 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.

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Origination and servicing cost. Origination and servicing cost increased from RMB64.3 million in the six months ended June 30, 2017 to RMB192.9 million (US$29.2 million) in the six months ended June 30, 2018, primarily 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 RMB58.1 million in the six months ended June 30, 2017 to RMB236.1 million (US$35.7 million) in the six months ended June 30, 2018. We had a gross margin of 33.4% in the six months ended June 30, 2017 and 40.9% in the six months ended June 30, 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 64.7% from RMB113.5 million in the six months ended June 30, 2017 to RMB186.9 million (US$28.2 million) in the six months ended June 30, 2018 due to increases in all three categories of expenses.

Sales and marketing expenses. Sales and marketing expenses increased by 67.7% from RMB30.6 million in the six months ended June 30, 2017 to RMB51.3 million (US$7.7 million) in the six months ended June 30, 2018. This increase was primarily due to an increase of RMB9.7 million (US$1.5 million) in payroll expenses relating to sales and marketing and an increase of RMB9.9 million (US$1.5 million) in promotional fees. 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 two quarters of 2018 as we continue to seek new marketing opportunities.

General and administrative expenses. General and administrative expenses increased by 96.2% from RMB49.2 million in the six months ended June 30, 2017 to RMB96.6 million (US$14.6 million) in the six months ended June 30, 2018, primarily due to an increase of RMB37.6 million (US$5.7 million) in bad debt expenses, an increase of RMB5.7 million (US$0.9 million) in payroll expenses relating to general and administrative expenses and an increase of RMB3.0 million (US$0.5 million) in share-based compensation expenses, partially offset by a decrease of RMB2.9 million (US$0.4 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 16.0% from RMB33.7 million in the six months ended June 30, 2017 to RMB39.1 million (US$5.9 million) in the six month ended in June 30, 2018, primarily due to an increase of RMB3.4 million (US$0.5 million) in payroll expense relating to research and development and an increase of RMB0.7 million (US$0.1 million) in depreciation and amortization.

Net (loss)/income

We had net income of RMB12.4 million (US$1.9 million) in the six months ended June 30, 2018 as a result of the above, as compared to a net loss of RMB56.5 million in the six months ended June 30, 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$85.9 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$64.3 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 RMB997.9 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$21.1 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$0.5 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$56.3 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$11.9 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$17.5 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$26.8 million) in 2017, primarily due to an increase of RMB110 million (US$16.6 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$29.7 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$37.8 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$10.9 million) in 2017. A decrease of RMB8.9 million (US$1.3 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 45.9% from RMB72.8 million in 2016 to RMB106.3 million (US$16.1 million) in 2017, primarily due to an increase in bad debt expense of RMB15.7 million (US$2.4 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$10.8 million) in 2017, primarily due to an increase of RMB17.8 million (US$2.7 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$12.8 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,			June 30,
	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			210,109
Installment service fees		—			—			6,904			9,490			12,242			22,122			39,447			66,051			88,118			81,763
Wealth management service fees		127			1,072			800			2,310			832			590			1,003			1,122			1,688			6,392
Total revenues		1,256			4,149			16,620			32,849			63,585			110,462			172,073			222,600			279,400			298,264

Cost of revenues:
Funding cost		—			—			(7,679	)		(8,964	)		(9,079	)		(16,475	)		(20,054	)		(33,223	)		(51,433	)		(42,043	)
Provision for credit losses		—			—			(7,923	)		(8,201	)		(7,011	)		(19,059	)		(41,719	)		(48,131	)		(37,119	)		(18,017	)
Origination and servicing cost		(2,972	)		(3,157	)		(10,610	)		(10,348	)		(26,905	)		(37,444	)		(53,326	)		(59,987	)		(82,223	)		(110,685	)
Cost of revenues		(2,972	)		(3,157	)		(26,212	)		(27,513	)		(42,995	)		(72,978	)		(115,099	)		(141,341	)		(170,775	)		(170,745	)

Gross profit		(1,716	)		992			(9,592	)		5,336			20,590			37,484			56,974			81,259			108,625			127,519

Operating expense:
Sales and marketing expenses		(11,743	)		(12,793	)		(19,392	)		(28,082	)		(14,463	)		(16,114	)		(19,375	)		(22,124	)		(22,042	)		(29,222	)
General and administrative expenses		(13,806	)		(18,195	)		(21,724	)		(19,124	)		(25,045	)		(24,173	)		(28,262	)		(28,843	)		(43,886	)		(52,703	)
Research and development expenses		(8,052	)		(10,102	)		(14,589	)		(18,429	)		(16,553	)		(17,119	)		(19,175	)		(18,670	)		(18,714	)		(20,349	)
Total operating expenses		(33,601	)		(41,090	)		(55,705	)		(65,635	)		(56,061	)		(57,406	)		(66,812	)		(69,637	)		(84,642	)		(102,274	)

Operating (loss)/profit		(35,317	)		(40,098	)		(65,297	)		(60,299	)		(35,471	)		(19,922	)		(9,838	)		11,622			23,983			25,245

Change in fair value of convertible loans		—			—			—			—			—			—			—			(7,042	)		(663	)		(8,889	)
Share of loss from equity method investments		—			—			—			—			—			—			—			(2,455	)		(221	)		(571	)
Impairment from long-term investments		—			—			—			—			—			—			—			(2,000	)		—			—
Other income/(loss), net		7			394			4			279			(63	)		(1,009	)		(379	)		213			3,206			1,963
(Loss)/income before income tax expense		(35,310	)		(39,704	)		(65,293	)		(60,020	)		(35,534	)		(20,931	)		(10,217	)		338			26,305			17,748

Income tax expense		—			—			—			(167	)		—			(6	)		(8,835	)		(9,675	)		(11,700	)		(19,967	)
Net (loss)/income		(35,310	)		(39,704	)		(65,293	)		(60,187	)		(35,534	)		(20,937	)		(19,052	)		(9,337	)		14,605			(2,219	)

Other comprehensive income:
Foreign currency translation adjustments net of nil tax		—			—			—			—			—			27			84			730			4,475			13,873
Total other comprehensive income		—			—			—			—			—			27			84			730			4,475			13,873
Total comprehensive (loss)/income		(35,310	)		(39,704	)		(65,293	)		(60,187	)		(35,534	)		(20,910	)		(18,968	)		(8,607	)		19,080			11,654

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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 Six Months Ended June 30,

	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			29,838			71,295			(103,396	)		(15,626	)
Net cash (used in)/provided by investing activities		(108,178	)		(1,444,773	)		(218,339	)		(513,853	)		303,970			45,937
Net cash provided by/(used in) financing activities		256,700			1,595,968			241,188			486,267			(55,662	)		(8,412	)
Net increase in cash, cash equivalents and restricted time deposits		25,456			348,599			52,682			42,936			141,318			21,356
Cash, cash equivalents and restricted time deposits at beginning of the period		1,836			27,292			4,125			27,292			375,891			56,807
Including:
Cash and cash equivalents at beginning of the period		1,836			27,292			4,125			27,292			370,891			56,051
Restricted time deposits at beginning of the period		—			—			—			—			5,000			756

Cash, cash equivalents and restricted time deposits at end of the period		27,292			375,891			56,807			70,228			517,209			78,163
Including:
Cash and cash equivalents at end of the period		27,292			370,891			56,051			65,228			512,209			77,407
Restricted time deposits at end of the period		—			5,000			756			5,000			5,000			756

As of June 30, 2018, all of our cash and cash equivalents were denominated in Renminbi and held at banks in China. We had RMB512.2 million (US$77.4 million) in cash and cash equivalents as of June 30, 2018, of which RMB166.6 million (US$25.2 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$85.2 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$6.0 million) of the loan in March 2018 and the remaining outstanding balance of RMB524 million (US$79.2 million) in July 2018, using cash on hand and the proceeds from two loans from Xijin (Shanghai) Venture Capital Management Co., Ltd., which is the parent of one 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 in operating activities for the six months ended June 30, 2018 was RMB103.4 million (US$15.6 million), as compared to a net income of RMB12.4 million (US$1.9 million). The difference between our net income and our net cash used in operating activities was primarily attributable to a decrease of RMB183.9 million (US$27.8 million) in amounts due to related parties, a decrease in accounts receivable of RMB57.9 million (US$8.8 million), a decrease in accrued expenses and other liabilities of RMB28.1 million (US$4.2 million) and a decrease in prepayments and other current assets of RMB40.8 million (US$6.2 million), partially offset by a decrease in provision for doubtful accounts and credit losses of RMB96.4 million (US$14.6 million) and an increase in accounts payable of RMB40.1 million (US$6.1 million). 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 provided by operating activities for the year ended December 31, 2017 was RMB197.4 million (US$29.8 million), as compared to net loss of RMB84.9 million (US$12.8 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$20.0 million) in provision for doubtful accounts and credit loss, an increase of RMB92.4 million (US$14.0 million) in amounts due to related parties, an increase of RMB96.2 million (US$14.5 million) in accrued expenses and other liabilities and an increase of RMB36.1 million (US$5.5 million) in accounts payable, partially offset by an increase of RMB46.0 million (US$7.0 million) in accounts receivable and an increase of RMB42.1 million (US$6.4 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$18.6 million), as compared to net loss of RMB200.5 million (US$30.3 million). We had an increase of RMB42.6 million (US$6.4 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$3.9 million) in share-based compensation expenses, RMB17.3 million (US$2.6 million) in provision for doubtful accounts and credit loss, and RMB11.3 million (US$1.7 million) in accrued expenses and other liabilities, partially offset by an increase of RMB11.8 million (US$1.8 million) in prepayments and other current assets.

Investing Activities

Net cash provided by investing activities for the six months ended June 30, 2018 was RMB304 million (US$45.9 million), consisting primarily of RMB3,248.2 million (US$490.9 million) in principal collection of financing receivables, partially offset by RMB2,923.0 million (US$441.7 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$218.3 million), consisting primarily of RMB7,110.0 million (US$1,074.5 million) of financing receivables originated, partially offset by RMB5,671.4 million (US$857.1 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$16.4 million), consisting primarily of RMB1,919.0 million (US$290.0 million) of financing receivables facilitated, partially offset by RMB1,811.8 million (US$273.8 million) in principal collection

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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 six months ended June 30, 2018 was RMB55.7 million (US$8.4 million), consisting primarily of proceeds from funding debts of RMB1,624.9 million (US$245.6 million) and proceeds from the issuance of preferred shares of RMB410.3 million (US$62.0 million), partially offset by principal payment on funding debts of RMB1,970.6 million (US$297.8 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$241.2 million), consisting primarily of proceeds from funding debts of RMB6,842.5 million (US$1,034.1 million), partially offset by principal payment on funding debts of RMB5,534.2 million (US$836.3 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$38.8 million), consisting primarily of proceeds from funding debts of RMB1,738.0 million (US$262.7 million), partially offset by principal payment on funding debts of RMB1,666.1 million (US$251.8 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$23.4 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 RMB2.0 million (US$0.3 million) in the six 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 June 30, 2018:

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

	RMB		US$		RMB		US$		RMB		US$		RMB		US$
	(in thousands)
Office rental		16,806		2,539.8		7,946		1,200.8		8,860		1,339.0		—		—
Bandwidth leasing		103		15.6		103		15.6		—		—		—		—

Total		16,909		2,555.4		8,049		1,216.4		8,860		1,339.0		—		—

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 June 30, 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 RMB6.6171 for US$1.00 as of June 29, 2018 to a rate of RMB7.2788 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 RMB6.6171 for US$1.00 as of June 29, 2018 to a rate of RMB5.9554 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$1.2 trillion) at the end of 2017, and is projected to further grow to RMB23.2 trillion (US$3.5 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$0.8 trillion) at the end of 2017. The outstanding balance of the credit card market is expected to reach RMB16.7 trillion (US$2.5 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$109.3 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$6.7 trillion) at the end of 2017 to RMB98.0 trillion (US$14.8 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$3.0 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$1.9 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$1.5 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$111.7 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 183 business partners as of June 30, 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 83 financial partners as of June 30, 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 25.1 million registered users for our point-of-sale financing and our personal and business installment loan solutions as of June 30, 2018. Since our inception, we have facilitated loans by our financial partners for over 4.4 million cumulative unique borrowers with an aggregate of approximately RMB29.2 billion (US$4.4 billion) in loans as of June 30, 2018, and have facilitated transactions for over 176,000 cumulative unique investors through our wealth management solutions with a cumulative transaction amount of approximately RMB4.8 billion (US$0.7 billion). 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 218 technology employees, representing approximately 49% of our total employees, as of June 30, 2018.

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from RMB54.9 million in 2016 to RMB568.7 million (US$85.9 million) in 2017, and increased from RMB174.0 million in the first half of 2017 to RMB577.7 million (US$87.3 million) in the first half of 2018. Our net loss decreased significantly by 57.7% from RMB200.5 million in 2016 to RMB84.9 million (US$12.8 million) in 2017, and changed from a net loss of RMB56.5 million in the first half of 2017 to a net income of RMB12.4 million (US$1.9 million) in the first half 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$8.1 million) in 2017, and changed from an adjusted net loss of RMB41.0 million in the first half of 2017 to an adjusted net income of RMB32.5 million (US$5.0 million) in the first half of 2018. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures."

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$0.5 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 183 business partners as of June 30, 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 83 financial partners as of June 30, 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 218 technology employees as of June 30, 2018, accounting for approximately 49% 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 approximately 21.3 million loan applications and facilitated a total of approximately RMB15.4 billion (US$2.3 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 of our company, has over 16 years of retail banking experience, including more than

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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 183 business partners as of June 30, 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 13 business partners, including Qunar, Ctrip, BestPay and Vip.com. In addition, we provide personal installment lending solutions to 133 business partners, including Qunar and 360 Finance, and SME lending solutions to 38 business partners. Since we launched our wealth management solutions in September 2015, we have provided wealth management solutions to 22 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 83 financial partners as of June 30, 2018. These include 8 point-of-sale solutions partners, 8 personal installment loan solutions partners, 1 business installment loan solutions partner and 65 wealth management partners and 3 insurance solution 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 June 30, 2018:

	As at December 31,						As at June 30,

	2016		2017				2018
	RMB		RMB		US$		RMB		US$
	(in thousands)
Online consumer finance platform		1,453,432		4,742,261		716,667		5,648,306		853,593
Public asset-backed securities		—		256,643		38,785		201,710		30,483
Trusts and other structured finance		—		531,842		80,374		722,659		109,211
Non-structured direct funding		122		338,851		51,208		631,531		95,439
Unsecured general loan and others ⁽¹⁾		8,961		18,110		2,737		448,092		67,717

Total		1,462,515		5,887,707		889,771		7,652,298		1,156,443

(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 65 wealth management financial partners include such well-known names in China as Guangfa Asset Management, Guotai Asset Management and Penghua Fund Management. We distributed RMB447.4 million, RMB2,080.6 million (US$314.4 million), RMB1,179.6 million and RMB2,232.7 million (US$337.4 million) of wealth management products as measured by total value in 2016 and 2017 and in the first half 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 June 30, 2018, 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 June 30, 2018, we have facilitated a cumulative total of approximately RMB29.2 billion (US$4.4 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 4.4 million as of June 30, 2018.

A geographically diverse set of borrowers stretching across 490 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 4% of all such borrowers as of June 30, 2018. Approximately 25.1 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 50% 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 June 30, 2018, over 176,000 cumulative retail investors on Hongdian and Polaris have made transactions on our platform, with an average amount under management of over RMB12,700 (US$1,931) 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 half of 2017 and 2018, the total volume of point-of-sale installment loans we facilitated was approximately RMB3.3 billion, RMB6.8 billion (US$1.0 billion), RMB3.2 billion and RMB2.4 billion (US$0.4 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 12.2% of the principal amount in the first half 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 282 million mobile subscribers in China as of June 30, 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. We began to provide Bestpay personal installment loan solutions in the second quarter in 2018. By June 30, 2018, total cumulative borrowers for point-of-sale financing solutions was over 812,000 and cumulative loans facilitated had reached RMB789.1 million (US$119.3 million) for point-of-sale installment financing solutions and RMB53.4 million(US$8.1 million) for personal installment financing solutions.

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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 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 RMB1,000 (US$151) and RMB50,000 (US$7,556) for loans that are approved online, but offline loans with initial credit lines as high as RMB200,000 (US$30,225) 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$1,041) 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$3.9 billion), and the amount outstanding was RMB997.9 million and RMB4.1 billion (US$0.6 billion) as of December 31, 2016 and 2017, respectively. As of June 30, 2018, the aggregate amount of credit lines approved was RMB50.0 billion (US$7.6 billion), and the amount outstanding was RMB5.8 billion (US$0.9 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 June 30, 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 RMB5.2 billion (US$0.8 billion).

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$151) to RMB600,000 (US$90,674). 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

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or weeks by traditional financial institutions. The total volume of business installment loans we facilitated was approximately RMB117.1 million in 2016, RMB569.6 million (US$86.1 million) in 2017, and RMB663.4 million (US$100.3 million) in the first half of 2018.

Case study: Shouqianba is one of the largest mobile payment service providers 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 June 30, 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 June 30, 2018, we had achieved over 34,000 cumulative borrowers and cumulative loans facilitated over RMB709.8 million (US$107.3 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	RMB6,790 million (US$1,026 million)	RMB8,040 million (US$1,215 million)	RMB570 million (US$86 million)
Outstanding loans as of December 31, 2017	RMB1,414 million (US$214 million)	RMB4,144 million (US$626 million)	RMB329 million (US$49 million)
Loan size	RMB500 to RMB30,000 (US$76 to US$4,534)	RMB500 to RMB200,000 ⁽¹⁾ (US$76 to US$30,225)	RMB1,000 to RMB600,000 (US$151 to US$90,674)
Average loan size ⁽²⁾	RMB561 (US$85)	RMB4,253 (US$643)	RMB28,551 (US$4,315)
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$76) to RMB50,000 (US$7,556) and RMB20,000 (US$3,022) to RMB200,000 (US$30,225), 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 half of 2018.

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

Loans facilitated	RMB2,362 million	RMB5,892 million	RMB663 million
	(US$357 million)	(US$890 million)	(US$100 million)
Outstanding loans as of June 30, 2018	RMB1,295 million	RMB5,796 million	RMB561 million
	(US$196 million)	(US$876 million)	(US$85 million)
Loan size ⁽¹⁾	RMB500 to RMB30,000	RMB1,000 to RMB200,000 ⁽¹⁾	RMB1,000 to RMB600,000
	(US$76 to US$4,534)	(US$151 to US$30,225)	(US$151 to US$90,674)
Average loan size ⁽²⁾	RMB616 (US$98)	RMB9,272 (US$1,478)	RMB22,777 (US$3,631)
Loan term ⁽³⁾	1 to 24 months	1 to 36 months ⁽³⁾	3 to 24 months
Average loan term ⁽⁴⁾	6.6 months	14.0 months	10.5 months
Weighted average APR ⁽⁵⁾	12.2%	26.7%	17.3%

(1): The loan size of personal installment loans originated online and offline is RMB1,000 (US$151) to RMB50,000 (US$7,556) and RMB20,000 (US$3,022) to RMB200,000 (US$30,225), 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 June 30, 2018, we have partnered with 65 fund management companies and listed over 2,700 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

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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 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 June 30, 2018, the cooperation had 6,127 end users, with 2,078 who already invested, and a total subscription volume of over RMB93.9 million (US$14.2 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. As of June 30, 2018. We have facilitated transactions for over 176,000 cumulative unique investors through our wealth management solutions with a cumulative transaction amount of RMB4.8 billion (US$0.7 billion).

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. As of June 30, 2018, we have provided insurance solutions to 3 insurance companies. 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

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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 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;

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•: 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.
•: 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

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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.

•: 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 2,700 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

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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 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

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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 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 June 30, 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	%
June 30, 2018		1.09	%		2.06	%		1.43	%

We experienced an increase in delinquency rates at the 31 to 60 day and 61 to 90 day levels in the first half 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

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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.

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 1.6%.

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

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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 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 June 30, 2018, we have 218 technology employees, representing approximately 49% 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$10.8 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

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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.

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

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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 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

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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 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 38 copyrights with the PRC National Copyright Administration. We have eight registered domain names that are currently used in our business and operations, including pintec.com , idumiao.com , ixuanji.com and hongdianfund.com . As of the date of this prospectus, we had 25 registered trademarks, including the Chinese name for Dumiao, Hongdian, Myfin and Pintec and we have applied for 31 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."

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Employees

As of June 30, 2018, we had 449 employees, which included 338 in Beijing, 68 in Shanghai, 32 in Shenzhen and 11 in Chengdu. The following table sets forth the numbers of our employees categorized by function as of June 30, 2018.

	As of June 30, 2018

	Number		% of Total Employees
Functions:
Research and development		124		28	%
Risk management		42		9	%
Products development and operations		63		14	%
Business development		102		23	%
Marketing		22		5	%
General and administrative		96		21	%

Total number of employees		449		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 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

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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 Shanghai Anquying Technology 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 Relating to

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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
Chao Zhou	42	Independent Director
Jimin Zhuo†	46	Independent Director Appointee
Feng Hong	41	Independent Director
Jiacheng Liu	32	Independent Director
Jing Zhou††	41	President
Steven Yuan Ning Sim	41	Chief Financial Officer
Hai Tong	39	Chief Risk Officer
Ran Ren	33	Chief Scientist
Ziwei Zhang	34	Chief Marketing Officer

Notes:

†: Mr. Jimin Zhuo has accepted appointment as our independent director, effective upon the SEC's declaration of effectiveness of our registration statement on Form F-1, of which this prospectus is a part.
††: Ms. Jing Zhou has resigned from our board of directors, effective upon the SEC's declaration of effectiveness of our registration statement on Form F-1, of which this prospectus is a part. She will continue to serve as our president.

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.

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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. Jimin Zhuo will serve as our independent director immediately upon the effectiveness of our registration statement on Form F-1, of which this prospectus is a part. Mr. Zhuo has more than twenty years of professional experience in finance, accounting, tax and auditing. Mr. Zhuo has served as chief financial officer at Beijing Jing-Jin Electric Technologies Co., Ltd. from 2011 to 2012. Prior to that, Mr. Zhuo served as chief accounting officer at VanceInfo Technologies Inc. from 2007 to 2011. Before joining VanceInfo Technologies Inc., Mr. Zhuo served as chief financial officer at Pansky Technology Group from 2005 to 2006. Mr. Zhuo worked in various capacities at Arthur Andersen from 1994 to 2002, at PricewaterhouseCoopers from 2002 to 2004, and at Morgan Stanley from 2004 to 2005. Mr. Zhuo is the author of Risk Management Based Audit , Securities Class Action: China Concept Companies and Corporate Governance: China Concept Companies . Mr. Zhuo obtained his master's degree in law in 2007 from the University of Southern California and his bachelor's degree in accountancy in 1994 from the Central University of Finance and Economics in Beijing. Mr. Zhuo is a member of the Chinese Institute of Certified Public Accountants and the American Institute of Certified Public Accountants. Mr. Zhuo also has a China Lawyer Certificate.

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.

Ms. Jing Zhou has served as the president of our company since January 2018. She also served as our director between May 2018 and July 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 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. 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

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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 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.

Mr. Ziwei Zhang joined our company in March 2015 and has served as our chief marketing officer. Prior to joining our company, Mr. Zhang worked at Lefeng.com from March 2011 to March 2015, where he served as general manager of the marketing department. Before Lefeng.com, Mr. Zhang worked as operations senior director at Iclick Interactive Asia Group Limited from 2010 to 2011, as marketing senior manager at E-commerce China Dangdang Inc., and as manager of the large customer department at Beijiing Zibolan Technology Co., Ltd. Mr. Zhang obtained his bachelor's degree in information security engineering from Yunnan University in 2008.

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.

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Board of Directors

Our board of directors will consist of seven 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 Jimin Zhuo, Chao Zhou and Jiacheng Liu, and will be chaired by Mr. Zhuo. Mr. Zhuo, Mr. Zhou and Mr. Liu 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. Zhuo 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;
•: 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 Chao Zhou, Jimin Zhuo and Feng Hong, and will be chaired by Mr. Zhou. Mr. Zhou, Mr. Zhuo and Mr. Hong 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

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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.

Compensation of Directors and Executive Officers

For the year ended December 31, 2017, we paid an aggregate of approximately RMB4.0 million (US$0.6 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 44,109,105 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.

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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.

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.

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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 or any of our affiliates, which include our parent company, subsidiaries and any entities in which our parent company or a subsidiary of our company holds a substantial ownership interest.

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.

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 Grant	Date of Expiration

Jing Zhou	3,000,000	0.000125	February 1, 2015	February 1, 2025
	6,500,000	0.000125	April 1, 2017	April 1, 2027
Steven Yuan Ning Sim	*	0.000125	October 1, 2016	October 1, 2026
Hai Tong	*	0.000125	July 1, 2015	July 1, 2025
	*	0.000125	January 1, 2016	January 1, 2026
	*	0.000125	July 1, 2016	July 1, 2026
	*	0.000125	April 1, 2017	April 1, 2027
Ran Ren	*	0.000125	April 1, 2016	April 1, 2026
	*	0.000125	July 1, 2016	July 1, 2026
	*	0.000125	January 1, 2017	January 1, 2027
	*	0.000125	April 1, 2017	April 1, 2027
	*	0.000125	January 1, 2018	January 1, 2028
Ziwei Zhang	*	0.000125	March 25, 2015	March 25, 2025
	*	0.000125	April 1, 2017	April 1, 2027
Jun Dong	*	0.000125	July 1, 2018	July 1, 2028
All Directors and Executive Officers as a Group	15,410,000

*: Less than 1% of our total outstanding shares.

Equity Incentive Trust

Pintec Management Trust, which we refer to as the Equity Incentive Trust, was established under a trust deed dated May 31, 2018, between us and Imperial Trust Limited, or Imperial Trust, as trustee of

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the Equity Incentive Trust. Through the Equity Incentive Trust, our ordinary shares and other rights and interests under awards granted pursuant to our First Plan may be provided to certain recipients of equity awards. As of the date of this prospectus, the participants in the Equity Incentive Trust include employees and certain executive officers and affiliate of our company, and employees of Jimu Group and BBAE Holdings Limited.

Participants in the Equity Incentive Trust transfer their equity awards to Imperial Trust to be held for their benefit. Upon satisfaction of vesting conditions and request by grant recipients, Imperial Trust will exercise the equity awards and transfer the relevant ordinary shares and other rights and interest under the equity awards to the relevant grant recipients with the consent of the trust administrator. Each of the trust deeds provides that Imperial Trust shall not exercise the voting rights attached to such ordinary shares unless otherwise directed by the trust administrator, which is comprised of two authorized representatives of our company.

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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 236,137,963 ordinary shares outstanding on an as-converted basis as of the date of this prospectus and Class A ordinary shares and 51,782,495 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⁾		25,282,804		10.6
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⁾		—		—
Jimin Zhuo†† ⁽⁸⁾		—		—
Steven Yuan Ning Sim ⁽⁹⁾		**		**
Hai Tong		**		**
Ran Ren		**		**
Ziwei Zhang		**		**
All directors and executive officers as a group		62,179,995		25.3
Principal Shareholders:
Genius Hub Limited ⁽²⁾		23,722,804		10.0
Mandra iBase Limited ⁽¹⁰⁾		21,432,607		9.1
New Fortune Fund L.P. ⁽¹¹⁾		18,201,422		7.7
Ventech China II SICAR ⁽¹²⁾		17,679,421		7.5
Xiaomi Ventures Limited ⁽¹³⁾		16,956,487		7.2
Wise Plus Limited ⁽¹⁾		15,698,914		6.6
Cyrus Jun-Ming Wen ⁽¹⁴⁾		13,228,330		5.6
Rosy Range Global Limited ⁽³⁾		12,360,777		5.2
Matrix Partners China III Hong Kong Limited ⁽¹⁵⁾		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

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class. 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. 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, Mr. Jimin Zhuo 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.
†: Ms. Jing Zhou has resigned from our board of directors, effective upon the SEC's declaration of effectiveness of our registration statement on Form F-1, of which this prospectus is a part. She will continue to serve as our president.
††: Mr. Jimin Zhuo has accepted appointment as our independent director, effective upon the SEC's declaration of effectiveness of our registration statement on Form F-1, of which this prospectus is a part.
(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, and the options we granted to Mr. Dong to purchase 1,560,000 ordinary shares of 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. Rosy Range Global Limited is controlled by Next Wave International Limited, a company incorporated under the laws of British Virgin Islands. Next Wave International Limited is controlled by Javabean Trust, a trust established under the laws of the British Virgin Islands and managed by Vistra trust (BVI) Limited as the trustee. Ms. Peng is the settlor of Javabean Trust, and Ms. Peng and her family members are the trust's beneficiaries. Under the terms of this trust, Ms. Peng 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 share held by Rosy Range Global 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.
(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.
(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): The business address of Mr. Jimin Zhuo is Room 1405, Building 5A, Jiulong Garden, Chaoyang, Beijing, PRC.
(9): Represents options we granted to Steven Yuan Ning Sim.
(10): 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, and 1,908,837 series seed-C preferred shares and 910,071 series A-2 preferred shares held by Woo Foong Hong Limited. Mandra iBase Limited is wholly owned and controlled by Beansprouts Ltd., and Woo Foong Hong Limited is 51% held by

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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 3rd Floor, J&C Building, P.O. Box 933, Road Town, Tortola, British Virgin Islands, VG1110.

(11): 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.
(12): 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 controlled by Groupe BPCE. The registered address of Ventech China II SICAR is 47 Avenue John F. Kennedy L-1855, Luxemburg.
(13): 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.
(14): Represents 235,000 ordinary shares, 2,210,630 series seed-C preferred shares and 2,548,199 series A-2 preferred shares held by Cyrus Jun-Ming Wen through Delight Treasure Holdings Limited, and 5,200,931 series A-1 preferred shares and 3,033,570 series A-2 preferred shares held by Cyrus Jun-Ming Wen through Asembly Fintech Limited. The business address of Cyrus Jun-Ming Wen is 3/F, 100 Queen's Road Central, Hong Kong.
(15): 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.

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 Six Months Ended June 30,

	2016		2017				2018
Transactions	RMB		RMB		US$		RMB			US$
	(In thousands)
Cost and expenses allocated from Jimu Group		140,894		102,263		15,454		28,668			4,332
Service fee to Jimu Group for the peer-to-peer matching services for the funding debts		1,120		1,235		187		1,009			152
Allocated cost and expenses waived by Jimu Group		74,367		—		—		—			—
Service fees collected on behalf Jimu Group for which repayment is waived		28,690		—		—		—			—
Net cash advances from/ (repayment to) Jimu Group		29,790		23,121		3,494		(142,015	)		(21,462	)
Loan proceeds from Jimu Group		—		29,270		4,423		—			—

As of December 31, 2016, we had RMB108.9 million due from Jimu Group and RMB162.8 million (US$24.6 million) due to Jimu Group and as of December 31, 2017, RMB228.5 million due from Jimu Group and RMB385 million (US$58.2 million) due to Jimu Group. As of June 30, 2018, we had RMB383 million (US$57.9 million) due from Jimu Group and RMB204 million (US$30.9 million) due to Jimu Group.

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$72 thousand) due from BBAE Holdings Limited, respectively, and RMB163 thousand and RMB527 thousand (US$80 thousand) due to BBAE Holdings Limited, respectively. As of June 30, 2018, we had RMB478 thousand (US$72 thousand) due from BBAE Holdings Limited and RMB578 thousand (US$87 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 June 30, 2018, we had RMB0.9 million

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(US$0.1 million) and RMB5.4 million (US$0.8 million), respectively, due to Beijing Liangduo Science and Technology Co. Ltd. related to out-sourced collection service fees.

Shareholder Loans

Minheng entered into a loan agreement in July 2018 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$10,578,652), 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. Minheng then entered into a second loan with the same lender on the same terms, also in July 2018, for an additional RMB120,000,000 (US$18,134,832). We used the proceeds of these loans, together with cash on hand, to repay the balance of the loan that we had borrowed from Ms. Xuan Zhang. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources." In August 2018, Minheng and the lender entered into a supplementary agreement which changed the maturity date for both loans to December 31, 2018, and changed the interest rate for both loans, retroactive to the first date of each loan, to 0.6%.

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 have adopted 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, 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. However, beginning from the earlier of (1) the date when Mr. Wei Wei, Mr. Jun Dong and Ms. Xiaomei Peng no longer beneficially own, on an aggregate basis, at least 40% of the total Class B ordinary shares that were issued and outstanding immediately prior to this offering, as adjusted for share splits, share dividends, recapitalizations and the like, or (2) the seventh anniversary of the completion of this offering, each Class B ordinary shares will entitle its holder to only one vote, rather than fifteen. 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.

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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 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 three 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

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the amount, if any, unpaid on the shares respectively held by them. Our memorandum of association contains a declaration that the liability of our members is so limited.

Calls on Ordinary Shares and Forfeiture of Ordinary Shares

Our board of directors may from time to time make calls upon shareholders for any amounts unpaid on their ordinary shares. The ordinary shares that have been called upon and remain unpaid are subject to forfeiture.

Redemption, Repurchase and Surrender of Ordinary Shares

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 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 may (but are not obliged to) in each year hold a general meeting as our annual general meeting in which case we shall specify the meeting as such in the notices calling it, and the annual general meeting shall be held at such time and place as may be determined by our directors.

Shareholders' annual general meetings and any other general meetings of our shareholders may be convened by the chairman or a majority of our board of directors. Advance notice of at least ten calendar days is required for the convening of our annual general shareholders' meeting and any other general meeting of our shareholders. A quorum required for a 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 the outstanding shares in our company.

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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 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 three 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;

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•: 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 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

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applicable to us and the laws applicable to companies incorporated in the United States and their shareholders.

Mergers and Similar Arrangements

The Companies Law permits mergers and consolidations between Cayman Islands companies and between Cayman Islands companies and non-Cayman Islands companies. For these purposes, (a) "merger" means the merging of two or more constituent companies and the vesting of their 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.

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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.

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.

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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.

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.

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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.

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

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corporation to include in its certificate of incorporation a supermajority voting requirement in connection with dissolutions initiated by the board. Under Cayman Islands law, a company may be wound up by either an order of the courts of the Cayman Islands or by a special resolution of its members or, if the company is unable to pay its debts as they fall due, by an ordinary resolution of its members. The court has authority to order winding up in a number of specified circumstances including where it is, in the opinion of the court, just and equitable to do so.

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 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 69,772,951 ordinary shares for an aggregate consideration of US$8,721.62 to Wise Plus Limited, Genius Hub Limited, Rosy Range Global Limited, Earnest Way

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International Limited, CH Financial Holdings Ltd., Spring Fountain Holdings Limited, Black Swan Investment Holdings Limited and Up Sail Holdings Limited.

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

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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 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, the depositary will give us a discretionary proxy to vote the Class A ordinary shares underlying your ADSs on any matter

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at the meeting provided that we give the depositary a written confirmation sufficiently in advance of the meeting that:

•: we wish a proxy to be given to a person of our choice,
•: we reasonably do not know of any substantial opposition to the matter, and
•: the matter is not materially adverse to the interests of shareholders.

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 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

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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 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

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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 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

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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;
•: satisfactory proof of the identity and genuineness of any signature or other information it deems necessary; and

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•: 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 does not permit the depositary to deliver ADSs before deposit of the underlying ordinary shares.

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.

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

Our directors and executive officers, all of our existing shareholders and holders of most of our outstanding share options 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 the representatives of the underwriters.

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. To the extent that the discussion relates to matters of PRC tax law, it represents the opinion of Beijing Shihui Law Firm, our PRC counsel.

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.
ICBC International Securities Limited

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 address of ICBC International Securities Limited is 37/F, ICBC Tower, 3 Garden Road, Hong Kong.

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.

Certain of our existing shareholders and their affiliates have indicated an interest in purchasing an aggregate of up to US$ million worth of the ADSs being offered in this offering at the initial public offering price. Specifically, Fidelity International, Fosun, Genesis and Mandra Capital have indicated an interest in purchasing in this offering up to US$ million, US$ million, US$ million and US$ million worth of the ADSs, respectively. Assuming an initial public offering price of US$ per ADS, which is the mid-point of the estimated offering price range, the number of ADSs to be purchased by our existing shareholders would be up to ADSs, representing approximately % of the ADSs being offered in this offering, assuming the underwriters do not exercise their over-allotment option. However, because these indications of interest are not binding agreements or commitments to purchase, the underwriters could determine to sell more, fewer or no ADSs to any of these potential purchasers, and any of these potential purchasers could determine to purchase more, fewer or no ADSs in this offering. The underwriters will receive the same underwriting discounts and commissions on any ADSs purchased by these parties as they will on any other ADSs sold to the public in this offering.

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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 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, our officers, directors, all of our shareholders and holders of most of our outstanding 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

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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 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.

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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.

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;

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(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 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

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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 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

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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 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

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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.

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.

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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. ICBC International Securities Limited is not a broker-dealer registered with the SEC. ICBC International Securities Limited has agreed that it does not intend to and will not offer or sell any of our ADS in the United States or to U.S. persons in connection with this offering.

The underwriters do not intend sales to discretionary accounts to exceed 5% of the total number of ADSs offered by them.

The estimated offering expenses payable by us, exclusive of the underwriting discounts and commissions, are approximately US$ million, which includes US$ in SEC filing fees, US$ in FINRA filing fees, US$ in Nasdaq listing fees, approximately US$ in printer's fees, approximately US$ in legal fees and expenses, approximately US$ in accounting fees and expenses, and approximately US$ in miscellaneous fees and expenses.

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-58

INDEX TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS



Unaudited Condensed Consolidated Financial Statements :
Unaudited Condensed Consolidated Balance Sheets as of December 31, 2017 and June 30, 2018 (Unaudited)		F-59
Unaudited Condensed Consolidated Statements of Comprehensive (Loss)/Income for the Six Months Ended June 30, 2017 and 2018		F-60
Unaudited Condensed Consolidated Statements of Changes in Invested (Deficit)/Equity/Shareholders' deficit for the Six Months Ended June 30, 2017 and 2018		F-61
Unaudited Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2017 and 2018		F-62
Notes to Unaudited Condensed Consolidated Financial Statements		F-63 ~ F-119

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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			56,051
Restricted time deposits		—			5,000			756
Short-term investments		—			2,000			302
Short-term financing receivables, net		359,433			1,506,179			227,619
Accrued interest receivable, net		1,483			7,637			1,153
Accounts receivable, net		7,079			36,556			5,524
Prepayments and other current assets		17,655			68,903			10,414
Amounts due from related parties		109,701			229,026			34,611
Total current assets		522,643			2,226,192			336,430

Non-current assets:
Long-term financing receivables, net		—			178,627			26,995
Long-term investments		—			6,439			973
Property, equipment and software, net		4,833			6,647			1,003
Intangible assets, net		8,815			7,212			1,090
Goodwill		25,680			25,680			3,882

Total non-current assets		39,328			224,605			33,943

TOTAL ASSETS		561,971			2,450,797			370,373



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			184,504
Accrued interest payable (including amounts of the consolidated VIEs of RMB1,233 and RMB7,174, respectively)		1,233			7,174			1,084
Accounts payable (including amounts of the consolidated VIEs of RMB6,904 and RMB42,985, respectively)		6,904			43,043			6,505
Amounts due to related parties (including amounts of the consolidated VIEs of RMB162,995 and RMB344,028, respectively)		162,995			375,369			56,727
Tax payable (including amounts of the consolidated VIEs of RMB1,917 and RMB21,327 respectively)		1,917			22,386			3,383
Convertible loans (including amounts of the consolidated VIEs of RMB nil and RMB nil, respectively)		—			242,273			36,613
Accrued expenses and other liabilities (including amounts of the consolidated VIEs of RMB15,846 and RMB81,180, respectively)		15,846			112,189			16,955

Total current liabilities		571,176			2,023,318			305,771

Non-current liabilities:
Long-term funding debts (including amounts of the consolidated VIEs of RMB nil and RMB469,733, respectively)		—			469,733			70,988
Other non-current liabilities (including amounts of the consolidated VIEs of RMB nil and RMB nil, respectively)		—			8,821			1,333
Amounts due to related parties (including amounts of the consolidated VIEs of RMB nil and RMB11,120, respectively)		—			11,120			1,680

Total non-current liabilities		—			489,674			74,001

TOTAL LIABILITIES		571,176			2,512,992			379,772



Commitment and contingencies (Note 18)
INVESTED DEFICIT
Parent company's investment deficit		(9,205	)		(62,195	)		(9,399	)

Total invested deficit		(9,205	)		(62,195	)		(9,399	)

TOTAL LIABILITIES AND INVESTED DEFICIT		561,971			2,450,797			370,373

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			64,275
Installment service fees		16,394			139,862			21,136
Wealth management service fees		4,309			3,547			536

Total revenues		54,874			568,720			85,947

Cost of revenues:
Funding cost (including RMB1,120 and RMB1,235, to a related party respectively)		(16,643	)		(78,831	)		(11,913	)
Provision for credit losses		(16,124	)		(115,920	)		(17,518	)
Origination and servicing cost (including RMB2,732 and RMB2,720 to a related party respectively)		(27,087	)		(177,662	)		(26,849	)

Cost of revenues		(59,854	)		(372,413	)		(56,280	)

Gross (loss)/profit		(4,980	)		196,307			29,667

Operating expenses:
Sales and marketing expenses (including RMB35,444 and RMB18,215 to a related party, respectively)		(72,010	)		(72,076	)		(10,892	)
General and administrative expenses (including RMB60,623 and RMB45,533 to a related party, respectively)		(72,849	)		(106,323	)		(16,069	)
Research and development expenses (including RMB40,975 and RMB35,795 to a related party, respectively)		(51,172	)		(71,517	)		(10,808	)

Total operating expenses		(196,031	)		(249,916	)		(37,769	)

Operating loss		(201,011	)		(53,609	)		(8,102	)

Change in fair value of convertible loans		—			(7,042	)		(1,064	)
Share of loss from equity method investments		—			(2,455	)		(371	)
Impairment from long-term investments		—			(2,000	)		(302	)
Other income/(loss), net		684			(1,238	)		(187	)
Loss before income tax expense		(200,327	)		(66,344	)		(10,026	)

Income tax expense		(167	)		(18,516	)		(2,798	)

Net loss		(200,494	)		(84,860	)		(12,824	)

Other comprehensive income, net		—			841			127

Total comprehensive loss		(200,494	)		(84,019	)		(12,697	)
Pro forma net loss per ordinary share (unaudited)
Basic		(4.23	)		(2.07	)		(0.31	)
Diluted		(4.23	)		(2.07	)		(0.31	)
Pro forma weighted average ordinary shares outstanding (unaudited)
Basic		57,297,427			62,875,631			62,875,631
Diluted		57,297,427			62,875,631			62,875,631
Share-based compensation expenses included in
Cost of revenues		(27	)		(27	)		(4	)
Sales and marketing expenses		(1,986	)		(2,470	)		(373	)
General and administrative expenses		(21,524	)		(25,263	)		(3,818	)
Research and development expenses		(2,128	)		(3,258	)		(492	)

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	)		(12,824	)
Adjustments to reconcile net loss to net cash (used in)/provided by operating activities:
Depreciation and amortization		2,948			4,079			616
Share-based compensation expense allocated from Jimu Parent		25,665			31,018			4,688
Gain on fair value change on previously held equity interest (Note 4)		(394	)		—			—
Share of loss from equity-method investments		—			2,455			371
Impairment from long-term investments		—			2,000			302
Change in fair value of convertible loans		—			7,042			1,064
Provision for doubtful accounts and credit losses		17,275			132,510			20,025
Changes in operating assets and liabilities:
Accrued interest receivable		(1,450	)		(9,022	)		(1,363	)
Accounts receivable		(7,836	)		(45,958	)		(6,945	)
Amount due from related parties		(3,778	)		(42,119	)		(6,365	)
Prepayments and other current assets		(11,822	)		(50,881	)		(7,689	)
Accounts payable		784			36,139			5,461
Accrued interest payable		369			5,941			898
Amount due to related parties		42,611			92,431			13,969
Tax payable		1,731			20,442			3,089
Accrued expenses and other liabilities		11,325			96,221			14,541

Net cash (used in)/provided by operating activities		(123,066	)		197,438			29,838

Cash flows from investing activities:
Purchase of property, equipment and software		(1,296	)		(2,238	)		(339	)
Financing receivables originated		(1,918,955	)		(7,109,958	)		(1,074,482	)
Principal collection on financing receivables		1,811,763			5,671,423			857,086
Placement of short-term investments		—			(2,000	)		(302	)
Purchase of long-term investments		—			(2,000	)		(302	)
Cash acquired due to acquisition of Shenzhen Minheng (Note 4)		310			—			—

Net cash used in investing activities		(108,178	)		(1,444,773	)		(218,339	)

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			3,494
Loan proceeds from Jimu Parent		—			29,270			4,423
Proceeds from funding debts		1,737,966			6,842,534			1,034,068
Principal payments on funding debts		(1,666,113	)		(5,534,199	)		(836,348	)
Proceeds from issuance of convertible loans		—			235,231			35,549

Net cash provided by financing activities		256,700			1,595,968			241,188

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			52,682
Cash, cash equivalents and restricted time deposits at beginning of the year		1,836			27,292			4,125
Including:
Cash and cash equivalents at beginning of the year		1,836			27,292			4,125

Cash, cash equivalents and restricted time deposits at end of the year		27,292			375,891			56,807



Including:
Cash and cash equivalents at end of the year		27,292			370,891			56,051
Restricted time deposits at end of the year		—			5,000			756
Supplemental disclosure of cash flow information
Cash paid for interest		14,473			69,328			10,477
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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PINTEC TECHNOLOGY HOLDINGS LIMITED

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) Technology Co., Ltd. ("Tianjin Anquying")	Incorporated on January 29, 2016	The PRC	100	%	Lending solution business
Shanghai Anquying Technology 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

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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)

1. Organization and principal activities (Continued)

	Date of incorporation/ acquisition	Place of incorporation			Principal activities

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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PINTEC TECHNOLOGY HOLDINGS LIMITED

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)

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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PINTEC TECHNOLOGY HOLDINGS LIMITED

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 the completion of the Reorganization, the significant part of the Group's business is conducted through the Pintec Operating Entities which are the VIEs of the Group. Company has 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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PINTEC TECHNOLOGY HOLDINGS LIMITED

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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PINTEC TECHNOLOGY HOLDINGS LIMITED

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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PINTEC TECHNOLOGY HOLDINGS LIMITED

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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PINTEC TECHNOLOGY HOLDINGS LIMITED

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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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)

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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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)

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$1.00=RMB6.6171, representing the noon buying rate set forth in the H.10 statistical release of the U.S. Federal Reserve Board on June 29, 2018. No representation is made that the RMB amounts could have been, or could be, converted, realized or settled into US$ at that rate on June 29, 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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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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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)

(s) 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.

(t) 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.

(u) 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.

(v) 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.

(w) 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)

(x) 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.

(y) 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.

(z) 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.

(aa) 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.

(bb) 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 Group adopted ASU 2017 09 "Compensation—Stock Compensation (Topic 718), Scope of Modification Accounting" using a prespective method to each period presented from January 1, 2018.

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 as of the balance sheet dates. Receivables due from customers are typically unsecured in the PRC and

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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)

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.

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

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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)

4. Acquisition of Shenzhen Minheng (Continued)

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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PINTEC TECHNOLOGY HOLDINGS LIMITED

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		9,055
Pro forma net loss		233,212		35,244

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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PINTEC TECHNOLOGY HOLDINGS LIMITED

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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PINTEC TECHNOLOGY HOLDINGS LIMITED

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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PINTEC TECHNOLOGY HOLDINGS LIMITED

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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PINTEC TECHNOLOGY HOLDINGS LIMITED

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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PINTEC TECHNOLOGY HOLDINGS LIMITED

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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PINTEC TECHNOLOGY HOLDINGS LIMITED

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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PINTEC TECHNOLOGY HOLDINGS LIMITED

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$35,549) 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 2018 (See Note 1). 72,000,000 ordinary shares were issued and outstanding upon the completion of the Reorganization (See Note 1) in March 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 if they had been existed since January 1, 2016. For the years ended December 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, the Series A-1 Preferred Shares, the

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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)

Series A-2 Preferred Shares, and convertible loans convertible into ordinary shares were anti-dilutive and thus excluded from the calculation of diluted net (loss)/income per share of the Company.

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,

	2016			2017			2017
	RMB			RMB			USD
Pro forma basic net loss per ordinary share calculation:
Numerator:
Net loss		(200,494	)		(84,860	)		(12,824	)
Accretion on Series Seed-A-1 Preferred Shares redemption value		(152	)		(167	)		(25	)
Accretion on Series Seed-A-2 Preferred Shares redemption value		(1,366	)		(1,502	)		(228	)
Accretion on Series Seed-B Preferred Shares redemption value		(10,810	)		(11,881	)		(1,795	)
Accretion on Series Seed-C Preferred Shares redemption value		(29,459	)		(31,943	)		(4,827	)

Net loss attributable to ordinary shareholders		(242,281	)		(130,353	)		(19,699	)



Denominator:
Weighted average ordinary shares outstanding-basic		57,297,427			62,875,631			62,875,631



Pro forma net loss per ordinary share basic		(4.23	)		(2.07	)		(0.31	)
Pro forma diluted net loss per ordinary share calculation:
Numerator:
Net loss attributable to ordinary shareholders-diluted		(242,281	)		(130,353	)		(19,699	)



Denominator:
Weighted average ordinary shares outstanding-basic		57,297,427			62,875,631			62,875,631
Ordinary shares issuable upon the exercise of outstanding stock option using the treasury stock method		—			—			—

Weighted average ordinary shares outstanding-diluted		57,297,427			62,875,631			62,875,631



Pro forma net loss per ordinary share diluted		(4.23	)		(2.07	)		(0.31	)

Following the issuance of the audited consolidated financial statements for the two years ended December 31, 2017, the Company identified an error in determining the unaudited pro forma weighted average number of ordinary shares outstanding for the periods presented. The Company has revised the unaudited pro forma weighted average number of ordinary shares outstanding and hence the unaudited pro forma net loss per ordinary share (basic and diluted) for the years ended December 31,

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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)

2017 and 2016 to reflect the correction of those items. The amounts of the corrections are shown in the revision column in the tables below.

	For the year ended December 31, 2017

	As previously reported			Revision			As revised
Pro forma net loss per ordinary share (unaudited)
Basic		(1.44	)		(0.63	)		(2.07	)
Diluted		(1.44	)		(0.63	)		(2.07	)
Pro forma weighted average ordinary shares outstanding (unaudited)
Basic		90,807,062			(27,931,431	)		62,875,631
Diluted		90,807,062			(27,931,431	)		62,875,631

	For the year ended December 31, 2016

	As previously reported			Revision			As revised
Pro forma net loss per ordinary share (unaudited)
Basic		(2.72	)		(1.51	)		(4.23	)
Diluted		(2.72	)		(1.51	)		(4.23	)
Pro forma weighted average ordinary shares outstanding (unaudited)
Basic		89,109,849			(31,812,422	)		57,297,427
Diluted		89,109,849			(31,812,422	)		57,297,427

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.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(RMB in thousands, except for share data and per share data, or otherwise noted)

22. Commitments and contingencies (Continued)

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.

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

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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)

24. Restricted net assets (Continued)

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

				June 30,						June 30,
	December 31, 2017			June 30,						June 30,
	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			512,209			77,407			512,209			77,407
Restricted time deposits		5,000			5,000			756			5,000			756
Short-term investments		2,000			2,000			302			2,000			302
Short-term financing receivables, net		1,506,179			1,175,020			177,573			1,175,020			177,573
Accrued interest receivable, net		7,637			5,699			861			5,699			861
Accounts receivable, net		36,556			55,624			8,406			55,624			8,406
Prepayments and other current assets		68,903			106,718			16,128			106,718			16,128
Amounts due from related parties		229,026			383,593			57,970			383,593			57,970
Total current assets		2,226,192			2,245,863			339,403			2,245,863			339,403

Non-current assets:
Long-term financing receivables, net		178,627			132,034			19,953			132,034			19,953
Long-term investments		6,439			24,904			3,764			24,904			3,764
Property, equipment and software, net		6,647			7,103			1,073			7,103			1,073
Intangible assets, net		7,212			6,316			954			6,316			954
Goodwill		25,680			25,680			3,882			25,680			3,882

Total non-current assets		224,605			196,037			29,626			196,037			29,626

TOTAL ASSETS		2,450,797			2,441,900			369,029			2,441,900			369,029



LIABILITIES
Current liabilities:
Short-term funding debts (including amounts of the consolidated VIEs of RMB1,220,884 and RMB1,254,638, respectively)		1,220,884			1,254,638			189,605			1,254,638			189,605
Accrued interest payable (including amounts of the consolidated VIEs of RMB7,174 and RMB14,365, respectively)		7,174			14,365			2,171			14,365			2,171
Accounts payable (including amounts of the consolidated VIEs of RMB42,985 and RMB73,718, respectively)		43,043			83,166			12,568			83,166			12,568
Amounts due to related parties (including amounts of the consolidated VIEs of RMB344,028 and RMB184,867, respectively)		375,369			210,324			31,785			210,324			31,785
Tax payable (including amounts of the consolidated VIEs of RMB21,327 and RMB43,831 respectively)		22,386			45,703			6,907			45,703			6,907
Convertible loans (including amounts of the consolidated VIEs of RMB nil and RMB nil, respectively)		242,273			—			—			—			—
Accrued expenses and other liabilities (including amounts of the consolidated VIEs of RMB81,180 and RMB66,107, respectively)		112,189			84,123			12,713			84,123			12,713

Total current liabilities		2,023,318			1,692,319			255,749			1,692,319			255,749

Non-current liabilities:
Long-term funding debts (including amounts of the consolidated VIEs of RMB469,733 and RMB90,316, respectively)		469,733			90,316			13,649			90,316			13,649
Other non-current liabilities (including amounts of the consolidated VIEs of RMB nil and RMB nil, respectively)		8,821			8,821			1,333			8,821			1,333
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			99,137			14,982			99,137			14,982

TOTAL LIABILITIES		2,512,992			1,791,456			270,731			1,791,456			270,731



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 RMB3,733 as of June 30, 2018; none authorized, issued and outstanding as of December 31, 2017)		—			2,496			377			—			—
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 RMB33,654 as of June 30, 2018; none authorized, issued and outstanding as of December 31, 2017)		—			22,507			3,401			—			—
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 RMB267,390 as of June 30, 2018; none authorized, issued and outstanding as of December 31, 2017)		—			179,779			27,169			—			—
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 RMB763,150 as of June 30, 2018; none authorized, issued and outstanding as of December 31, 2017)		—			508,766			76,887			—			—
Series A-1 convertible redeemable preferred shares ($0.000125 of par value per share; 25,650,679 and 25,650,679 shares authorized, issued and outstanding with redemption value of RMB380,903 as of June 30, 2018; none authorized, issued and outstanding as of December 31, 2017)		—			270,001			40,804			—			—
Series A-2 convertible redeemable preferred shares ($0.000125 of par value per share; 38,829,699 and 38,829,699 shares authorized, issued and outstanding with redemption value of RMB558,112 as of June 30, 2018; none authorized, issued and outstanding as of December 31, 2017)		—			396,969			59,991			—			—

TOTAL MEZZANINE EQUITY		—			1,380,518			208,629			—			—

INVESTED DEFICIT / SHAREHOLDER'S DEFICIT:
Parent company's investment deficit		(62,195	)		—			—			—			—
Ordinary Shares (US$0.000125 par value, 71,565,857 shares authorized, issued and outstanding as of June 30, 2018, none authorized, issued and outstanding as of December 31, 2017)		—			58			9			194			29
Additional paid-in capital		—			111,423			16,839			1,491,805			225,448
Accumulated other comprehensive income		—			19,189			2,900			19,189			2,900
Accumulated deficit		—			(860,744	)		(130,079	)		(860,744	)		(130,079	)
TOTAL INVESTED DEFICIT/SHAREHOLDERS' DEFICIT		(62,195	)		(730,074	)		(110,331	)		650,444			98,298

TOTAL LIABILITIES, MEZZANINE EQUITY, INVESTED DEFICIT /SHAREHOLDERS' DEFICIT		2,450,797			2,441,900			369,029			2,441,900			369,029

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 six months ended June 30,

	2017			2018			2018
	RMB			RMB			US$ Note 2 (e)
Revenues:
Technical service fees		138,261			399,703			60,405
Installment service fees		34,364			169,881			25,673
Wealth management service fees		1,422			8,080			1,221

Total revenues		174,047			577,664			87,299

Cost of revenues:
Funding cost (including RMB568 and RMB1,009 to a related party, respectively)		(25,554	)		(93,476	)		(14,126	)
Provision for credit losses		(26,070	)		(55,136	)		(8,332	)
Origination and servicing cost (including RMB1,260 and RMB413 to a related party, respectively)		(64,349	)		(192,908	)		(29,154	)

Cost of revenues		(115,973	)		(341,520	)		(51,612	)

Gross profit		58,074			236,144			35,687

Operating expenses:
Sales and marketing expenses (including RMB12,106 and RMB3,026 to a related party, respectively)		(30,577	)		(51,264	)		(7,747	)
General and administrative expenses (including RMB24,594 and RMB18,057 to a related party, respectively)		(49,218	)		(96,589	)		(14,597	)
Research and development expenses (including RMB24,942 and RMB7,172 to a related party, respectively)		(33,672	)		(39,063	)		(5,903	)

Total operating expenses		(113,467	)		(186,916	)		(28,247	)

Operating (loss)/profit		(55,393	)		49,228			7,440

Change in fair value of convertible loans		—			(9,552	)		(1,444	)
Share of loss from equity method investments		—			(792	)		(120	)
Other (loss)/income, net		(1,072	)		5,169			781

(Loss)/income before income tax expense		(56,465	)		44,053			6,657
Income tax expense		(6	)		(31,667	)		(4,785	)

Net (loss)/income		(56,471	)		12,386			1,872
Preferred shares redemption value accretion		(23,032	)		(33,177	)		(5,014	)

Net loss attributable to ordinary shareholders		(79,503	)		(20,791	)		(3,142	)
Net (loss)/income		(56,471	)		12,386			1,872
Other comprehensive income:
Foreign currency translation adjustments net of nil tax		27			18,348			2,773

Total other comprehensive income		27			18,348			2,773

Total comprehensive (loss)/income		(56,444	)		30,734			4,645
Preferred shares redemption value accretion		(23,032	)		(33,177	)		(5,014	)

Comprehensive loss attributable to ordinary shareholders		(79,476	)		(2,443	)		(369	)



Pro forma net loss per ordinary share (unaudited)
Basic		(1.29	)		(0.31	)		(0.05	)
Diluted		(1.29	)		(0.31	)		(0.05	)
Pro forma weighted average ordinary shares outstanding (unaudited)
Basic		61,455,825			66,906,125			66,906,125
Diluted		61,455,825			66,906,125			66,906,125
Share-based compensation expenses included in
Cost of revenues		(13	)		(169	)		(26	)
Sales and marketing expenses		(1,239	)		(1,814	)		(274	)
General and administrative expenses		(12,576	)		(15,543	)		(2,349	)
Research and development expenses		(1,630	)		(2,548	)		(385	)

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	)
Foreign currency translation adjustments, net of nil tax		—			—			—			—		—			27			27
Share-based compensation expenses allocated from Jimu Parent		—			—			—			—		—			15,458			15,458
Net loss		—			—			—			—		—			(56,471	)		(56,471	)

As of June 30, 2017		—			—			—			—		—			(50,191	)		(50,191	)



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	)
Repurchase of ordinary shares by the Company		(434,143	)		(1	)		1			—		—			—			—
Preferred shares redemption value accretion		—			—			(21,762	)		—		—			—			(21,762	)
Foreign currency translation adjustments, net of nil tax		—			—			—			18,348		—			—			18,348
Share based compensation expenses allocated from Jimu Parent		—			—			20,074			—		—			—			20,074
Net income		—			—			—			—		12,386			—			12,386

As of June 30, 2018		71,565,857			58			111,423			19,189		(860,744	)		—			(730,074	)

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 six months ended June 30,

	2017			2018			2018
	RMB			RMB			US$ Note (e)
Cash flows from operating activities:
Net (loss)/income		(56,471	)		12,386			1,872
Adjustments to reconcile net (loss)/income to net cash provided by operating activities:
Depreciation and amortization		1,656			2,314			350
Share-based compensation expense allocated from Jimu Parent		15,458			20,074			3,034
Share of loss from equity-method investments		—			792			120
Change in fair value of convertible loans		—			9,552			1,444
Provision for doubtful accounts and credit losses		29,936			96,425			14,572
Changes in operating assets and liabilities:
Accrued interest receivable		(1,215	)		(142	)		(21	)
Accounts receivable		(16,755	)		(57,931	)		(8,755	)
Amount due from related parties		(9,977	)		(4,746	)		(717	)
Prepayments and other current assets		(29,384	)		(40,799	)		(6,168	)
Accounts payable		16,229			40,122			6,063
Accrued interest payable		888			7,191			1,087
Amount due to related parties		56,082			(183,887	)		(27,790	)
Tax payable		(346	)		23,317			3,524
Accrued expenses and other liabilities		65,194			(28,064	)		(4,241	)

Net cash provided by/(used in) operating activities		71,295			(103,396	)		(15,626	)

Cash flows from investing activities:
Purchase of property, equipment and software		(838	)		(1,958	)		(296	)
Financing receivables originated		(3,114,920	)		(2,922,969	)		(441,730	)
Principal collection on financing receivables		2,603,905			3,248,156			490,873
Purchase of long-term investments		(2,000	)		(19,259	)		(2,910	)

Net cash (used in)/provided by investing activities		(513,853	)		303,970			45,937

Cash flows from financing activities:
Proceeds from issuance of preferred shares		—			410,286			62,004
Cash repayment to Jimu Parent		(51,559	)		(142,015	)		(21,462	)
Proceeds from funding debts		3,374,198			1,624,926			245,565
Principal payments on funding debts		(2,876,372	)		(1,970,589	)		(297,803	)
Proceeds from bank loans		40,000			—			—
Proceeds from issuance of convertible loans		—			21,730			3,284

Net cash provided by/(used in) financing activities		486,267			(55,662	)		(8,412	)

Effect of exchange rate changes on cash, cash equivalents and restricted time deposits		(773	)		(3,594	)		(543	)

Net increase in cash, cash equivalents and restricted time deposits		42,936			141,318			21,356
Cash, cash equivalents and restricted time deposits at beginning of the period		27,292			375,891			56,807
Including:
Cash and cash equivalents at beginning of the period		27,292			370,891			56,051
Restricted time deposits at beginning of the period		—			5,000			756

Cash, cash equivalents and restricted time deposits at end of the period		70,228			517,209			78,163



Including:
Cash and cash equivalents at end of the period		65,228			512,209			77,407
Restricted time deposits at end of the period		5,000			5,000			756
Supplemental disclosure of cash flow information
Cash paid for interest		23,984			58,343			8,817
Non-Cash investing and financing activities
Accretion to preferred shares redemption value		23,032			33,177			5,014

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) Technology Co., Ltd. ("Tianjin Anquying")	Incorporated on January 29, 2016	The PRC	100	%	Lending solution business
Shanghai Anquying Technology 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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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)

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 six months ended June 30, 2017:	Share based compensation		Others		Total

	RMB		RMB		RMB
Cost of revenues		13		1,247		1,260
Sales and marketing expenses		1,239		10,867		12,106
General and administrative expenses		12,576		12,018		24,594
Research and development expenses		1,630		23,312		24,942

Total		15,458		47,444		62,902

Out of the total costs and expenses of RMB62,902 allocated from Jimu Parent for the six months ended June 30, 2017, RMB15,458 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 RMB47,444, 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 six months ended June 30, 2018:	Share based compensation		Others		Total

	RMB		RMB		RMB
Cost of revenues		169		244		413
Sales and marketing expenses		1,814		1,212		3,026
General and administrative expenses		15,543		2,514		18,057
Research and development expenses		2,548		4,624		7,172

Total		20,074		8,594		28,668

Out of the total costs and expenses of RMB28,668 allocated from Jimu Parent for the six months ended June 30, 2018. RMB20,074 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 RMB8,594 , 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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(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

Upon the completion of the Reorganization, the significant part of the Group's business is conducted through the Pintec Operating Entities which are the VIEs of the Group. The Company has 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 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 June 30, 2018 and for the periods then ended were included in the Group's unaudited condensed consolidated financial statements.

	As of December 31,		As of June 30,

	2017		2018
	RMB		RMB
ASSETS
Cash and cash equivalents		159,189		166,631
Restricted time deposits		5,000		5,000
Short-term investments		2,000		2,000
Short-term financing receivables, net		1,506,179		1,175,020
Accrued interest receivable		7,637		5,699
Accounts receivable, net		36,556		54,920
Prepayments and other current assets		38,516		67,051
Due from subsidiaries of the Company		337,200		1,903,822
Amounts due from related parties		91,244		92,244

Total current assets		2,183,521		3,472,387

Long-term financing receivables, net		178,627		132,034
Property, equipment and software, net		4,506		3,174
Intangible assets, net		7,163		6,269
Goodwill		25,680		25,680

Total non-current assets		215,976		167,157

Total assets		2,399,497		3,639,544



LIABILITIES
Short-term funding debts		1,220,884		1,254,638
Accrued interest payable		7,174		14,365
Accounts payable		42,985		73,718
Amounts due to related parties		344,028		184,867
Due to subsidiaries of the Company		239,812		1,877,843
Tax payable		21,327		43,831
Accrued expenses and other liabilities		81,180		66,107
Total current liabilities		1,957,390		3,515,369

Long-term funding debts		469,733		90,316
Amounts due to related parties		11,120		—

Total non-current liabilities		480,853		90,316

Total liabilities		2,438,243		3,605,685

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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 six months Ended June 30,

	2017			2018
Total net revenues		175,167			602,037
Net (loss)/income		(16,130	)		23,608

	For the six months Ended June 30,

	2017			2018
Net cash provided by operating activities		28,860			41,942
Net cash (used in)/provided by investing activities		(513,578	)		323,215
Net cash provided by/(used in) financing activities		526,879			(357,715	)
Net increase in cash, cash equivalents and restricted time deposits		42,161			7,442
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		69,453			171,631



Including:
Cash and cash equivalents at end of the period		64,453			166,631
Restricted time deposits at end of the period		5,000			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 RMB56,471 for the six months ended June 30, 2017 and the net income was RMB12,386 for the six months ended June 30, 2018. As of December 31, 2017 and June 30, 2018, current assets of the Group exceeded its current liabilities by RMB202,874 and RMB553,544, respectively. The Group had invested deficit of RMB62,195 as of December 31, 2017 and shareholders' deficit of RMB730,074 as of June 30, 2018, respectively. The net cash provided by operating activities was RMB71,295 for the six months ended June 30, 2017 and the net cash used in operating activities was RMB103,396 for the six months ended June 30, 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

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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)

December 31, 2017 and June 30, 2018, and results of operations and cash flows for the six months ended June 30, 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 six months ended June 30, 2018 are solely for the convenience of the readers and were calculated at the rate of US$1.00=RMB6.6171, representing the noon buying rate set forth in the H.10 statistical release of the U.S. Federal Reserve Board on June 29, 2018. No representation is made that the RMB amounts could have been, or could be, converted, realized or settled into US$ at that rate on June 29, 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 period ended June 30, 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 RMB5 million for the period ended June 30, 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 six months ended June 30, 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 six months ended June 30, 2018, the Group borrowed unsecured RMB denominated loans from this Lender, amounted to RMB564 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 RMB141 million made to the Lender, the remaining outstanding balance as of June 30, 2018 was RMB423 million.

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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)

(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 six months ended June 30, 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 six months ended June 30, 2017 and June 30, 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. 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.

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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)

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 credit assessment service, the remaining contingent portion of the credit assessment fees, together with

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2. Summary of significant accounting policies (Continued)

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

(s): Funding cost

(t): Provision for credit loss

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2. Summary of significant accounting policies (Continued)

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.

(u): Origination and servicing cost

(v): Sales and marketing expenses

(w): General and administrative expenses

(x): Research and development expenses

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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)

(y): 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.

(z): 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.

(aa): 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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(RMB in thousands, except for share data and per share data, or otherwise noted)

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 June 30, 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")

(bb): 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.

(cc): Segment reporting

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2. Summary of significant accounting policies (Continued)

(dd): 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 six months ended June 30, 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)

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

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		9,055
Pro forma net loss		233,212		35,244

5. Financing receivables, net

The financing receivables, net, as of December 31, 2017 and June 30, 2018, consists of the following:

	As of December 31,			As of June 30,

	2017			2018
	RMB			RMB
Short-term:
Short-term financing receivables		1,569,080			1,222,203
Allowance for credit losses		(62,901	)		(47,183	)

Short-term financing receivables, net		1,506,179			1,175,020



Long-term:
Long-term financing receivables		185,136			134,530
Allowance for credit losses		(6,509	)		(2,496	)

Long-term financing receivables, net		178,627			132,034

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)

6. Accrued interest receivable, net

Accrued interest receivable, net, as of December 31, 2017 and June 30, 2018, consists of the following:

	As of December 31,			As of June 30,

	2017			2018
	RMB			RMB
Accrued interest receivable		8,687			6,376
Allowance for doubtful accounts		(1,050	)		(677	)

Accrued interest receivable, net		7,637			5,699

7. Accounts receivable, net

Accounts receivable, net, as of December 31, 2017 and June 30, 2018, consists of the following:

	As of December 31,			As of June 30,

	2017			2018
	RMB			RMB
Receivables for technical service fees from borrowers		40,587			64,211
Receivables for marketplace service fees from asset management companies		1,236			1,450
Others		161			4,676

Total accounts receivable		41,984			70,337

Allowance for doubtful accounts		(5,428	)		(14,713	)

Accounts receivable, net		36,556			55,624

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(RMB in thousands, except for share data and per share data, or otherwise noted)

8. Prepayments and other current assets

Prepayments and other current assets as of December 31, 2017 and June 30, 2018, consist of the following:

	As of December 31,		As of June 30,

	2017		2018
	RMB		RMB
Deposits with a Business Partner for point-of-sale installment loans		15,605		7,540
Professional fees capitalized for issuance of new shares upon the initial public offering		13,348		14,941
Tax refund receivables from Tax Bureau*		7,834		7,785
Prepaid input value-added tax		9,309		8,293
Deposits to financial partners and other vendors		8,603		21,691
Prepaid service fees		6,555		6,571
Receivables from third-party online payment platforms		5,802		28,237
Others		1,847		11,660

Total		68,903		106,718

*: 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.

9. Property, equipment and software, net

Property, equipment and software, net as of December 31, 2017 and June 30, 2018 consist of the following:

	As of December 31,			As of June 30,

	2017			2018
	RMB			RMB
Computer and electronic equipment		7,737			9,396
Software		3,008			3,318
Office furniture and equipment		1,234			1,138

Total		11,979			13,852

Less: Accumulated depreciation and amortization		(5,332	)		(6,749	)

Property, equipment and software, net		6,647			7,103

Depreciation and amortization expenses for the six months ended June 30, 2017 and 2018 was RMB774 and RMB1417, respectively.

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(RMB in thousands, except for share data and per share data, or otherwise noted)

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 June 30, 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
Investments made		—		19,259			19,259

Income/(loss) from equity method investments		—		(792	)		(792	)
Less: Foreign currency translation adjustments		—		(2	)		(2	)

Balance as of June 30, 2018		—		24,904			24,904

Equity method investment

In October 2017, the Group invested in Pivot Fintech PTE. Ltd ("Pivot") to purchase ordinary shares, with a total consideration of RMB8.8 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 six months ended June 30, 2018, 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 RMB471. As of June 30, 2018, no impairment was recognized on the equity method investment.

On April 15, 2018, the Group entered the 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. The Group invested in Avatec to purchase ordinary shares, with a total consideration of RMB19,259 to obtain 40% shareholding interests. 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 six months ended June 30, 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 RMB321. As of December 31,2017 and June 30, 2018, no impairment was recognized on the equity method investment.

11. Loan servicing rights

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(RMB in thousands, except for share data and per share data, or otherwise noted)

11. Loan servicing rights (Continued)

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 June 30, 2018, the key assumptions include the average period of loan at a range of 5.9 months to 24.5 months, effective prepayment rate at a range of 4% to 19.82%, vintage loss rate at a range of 1.93% to 15.56%, discount rate at a range of 15.13% to 28.92%, and cost of servicing. The selection of cumulative default rates and cumulative prepayment rates are based on data derived from historical trends. As of June 30, 2018, the key assumptions used in valuation of the serving rights remains unchanged.

As of December 31, 2017 and June 30, 2018, the servicing assets and liabilities recorded were insignificant. The change in fair value of the servicing assets and liabilities was insignificant for the six months ended June 30, 2017 and 2018, respectively.

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 June 30, 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

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12. Fair value measurement (Continued)

June 30, 2018	Level 1 Inputs		Level 2 Inputs		Level 3 Inputs		Balance at Fair Value

	RMB		RMB		RMB		RMB
Assets
Cash and cash equivalents		512,209		—		—		512,209

Restricted time deposits		—		5,000		—		5,000

Short-term investments		—		2,000		—		2,000

Total		512,209		7,000		—		519,209

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 six months ended June 30, 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.

Non-recurring

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(RMB in thousands, except for share data and per share data, or otherwise noted)

13. Intangible assets, net

Intangible assets, net, as of December 31, 2017 and June 30, 2018, consist of the following

	As of December 31,			As of June 30,

	2017			2018
	RMB			RMB
Customer database		9,697			9,697
Trademark		162			163
Less: Accumulated amortization		(2,647	)		(3,544	)

Intangible assets, net		7,212			6,316

Amortization expenses for the six months ended June 30, 2017 and 2018 was RMB882 and RMB897, respectively.

As of June 30, 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		897		1,793		1,793		1,793		40		—

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(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 June 30, 2018, respectively:

	As of December 31,		As of June 30,

	2017		2018
	RMB		RMB
Short-term:
Loan payables to individual investors via Jimu Box and other financial partners		1,016,113		281,969
Loan payables to individual lender		—		423,002
Loan payables to investors of consolidated trusts		204,771		377,033
Loan payables to investors of asset backed securitized debts		—		172,634

Total short-term funding debts		1,220,884		1,254,638



Long-term:
Loan payables to individual investors via the peer to peer platform or other financial partners		31,769		—
Loan payables to investors of consolidated trusts		194,111		90,316
Loan payables to investors of asset-backed securitized debts		243,853		—

Total long-term funding debt		469,733		90,316

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		225,744		56,225		—		281,969
Loan payables to investors of assets-backed securitized debts		—		172,634		—		172,634
Loan payables to investors of consolidated trusts		231,094		236,255		—		467,349
Loan payables to an individual lender		423,002		—		—		423,002

Total funding debts		879,840		465,114		—		1,344,954



Interest payments		51,695		10,233		—		61,928

Total interest payments		51,695		10,233		—		61,928

For the six months ended June 30, 2017 and June 30, 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

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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 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 7.67% and 11.44% for the six months ended June 30, 2017 and June 30, 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 June 30, 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 of RMB200 million each. As of June 30, 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 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.

As of June 30, 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 June 30, 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 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 June 30, 2018, consist of the following:

	As of December 31,		As of June 30,

	2017		2018
	RMB		RMB
Payable to Business Partners for point-of-sale installment loans		31,877		3,844
Payable to asset management companies for funds received from customers		22,107		10,170
Payables to individual investors on Jimu Box and financial partners for collecting principal and interests on behalf of borrowers		15,492		10,106
Payroll payable		22,243		17,010
Payable related to professional fees		14,057		6,778
Payable related to service fees and others		3,022		11,043
Payable related to rental fees		1,400		66
Deferred revenue		1,916		19,907
Others		75		5,199

Total		112,189		84,123

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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-1 convertible redeemable preferred shares if the completion of the subscription of the Series A-1 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-1 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. 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. On May 18, 2018, all of holders of convertible loans exercised the conversion rights and convert these loans to 25,650,679 Series A-1 convertible redeemable preferred shares ("Series A-1 Preferred Shares") at the conversion price of US$1.54 per share. The Group engaged an independent valuation firm to assist the management in its assessment of fair value of convertible loans as of May 18, 2018, and the changes in fair value of convertible loans of RMB9,552 until the conversion rights exercised was recognized in the unaudited condensed consolidated financial statements for the six months ended June 30, 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)

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.

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 June 30, 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 RMB6 and RMB31,667 for the six months ended June 30, 2017 and June 30, 2018.

The following table sets forth reconciliation between the statutory EIT rate and the effective tax rates:

	For the six months ended June 30,

	2017			2018
Statutory income tax rate in PRC		25.00	%		25.00	%
Tax effect of non-deductible expenses		1.78	%		5.22	%
Changes in valuation allowance		–26.77	%		41.66	%

Effective tax rate		0.01	%		71.88	%

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 six

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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)

months ended June 30, 2017 and 2018, total share based compensation expenses allocated from Jimu Parent were RMB15,458 and RMB20,074, respectively.

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 six months ended June 30, 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	(108,894	)		1.00		—		—

Outstanding as of June 30, 2017	16,298,148			0.87		8.22		29,111



Vested and expected to vest as of June 30, 2017	16,298,148			0.87		8.22		29,111
Exercisable as of June 30, 2017	7,414,623			0.77		8.22		5,914

			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, 2017	16,202,892			0.87		7.75		27,998
Granted	—			—		—		—
Exercised	—			—		—		—
Forfeited	(271,092	)		1.00		—		—

Outstanding as of June 30, 2018	15,931,800			0.87		7.26		28,351



Vested and expected to vest as of June 30, 2018	15,931,800			0.87		7.26		28,351
Exercisable as of June 30, 2018	10,774,251			0.78		7.26		12,633

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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 six months ended June 30, 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 RMB10,404 and RMB15,182.

As of December 31, 2017 and June 30, 2018, there was RMB49,854 and RMB36,454 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 and 1.29 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 six months ended June 30, 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 June 30, 2017 and 2018, an aggregate of 5,809,528 and 1,991,524 of the restricted shares remained unvested, respectively. The activities of the total restricted ordinary shares for the six months ended June 30, 2017 and 2018 are summarized as below:



Unvested at January 1, 2017	7,522,601
Granted	—		—
Vested	(1,713,073	)

Unvested at June 30, 2017	5,809,528



Unvested at January 1, 2018	4,096,458
Grant	—		—
Vested	(1,564,124	)
Forfeited	(540,810	)

Unvested at June 30, 2018	1,991,524

For the six months ended June 30, 2017 and 2018, share-based compensation expenses recognized associated with the restricted ordinary shares and allocated to the Company were RMB5,054 and RMB4,892, respectively. As of December 31, 2017 and June 30, 2018, unrecognized compensation cost, adjusted for estimated forfeitures and related to non-vested service-based restricted ordinary shares, was RMB12,833 and RMB4,750, respectively.

Share options issued by Pintec to mirror the options originally granted by Jimu Parent

In connection with the Reorganization and as a result of the anti-dilution provision in the option plan and agreement regarding the options issued by Jimu Parent, 23,187,818 options to purchase the underlying Pintec ordinary shares were issued by the Company as of March 27, 2018 under the Company's first share incentive plan (the "First Plan"). For each of the outstanding share options granted under the Jimu Plan before the Reorganization, excluding those that were forfeited, it was additionally paired with one share option issued by the Company under the First Plan after the Reorganization, as an equitable adjustment pursuant to the anti-dilution provision.

In accordance with ASC 718-20-35-6, exchanges of share options or other equity instruments or changes to their terms in conjunction with an equity restructuring (i.e. the Reorganization) are modifications of the share options and that the accounting for a modification in conjunction with an equity restructuring requires a comparison of the fair value of the modified awards with the fair value of the original award immediately before the modification in accordance with ASC 718-20-35-3. The Company engaged an independent valuation firm to assist the management in valuing the options before and after the modification. It was determined that there was no significant fair value difference before and after the modification.

With respect to the Pintec options and Jimu Parent options held by the employees of the Group, the Group determined to recognize share based compensation expense in its consolidated financial statements the remaining unrecognized compensation cost pertaining to the unvested options of Jimu

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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)

Parent which are retained by the employees of the Company, in addition to the cost pertaining to the unvested options issued by the Company to its employees in connection with the equity restructuring.

Incremental fair value, if any, for unvested awards would be recognized prospectively in the consolidated financial statements of the Company in accordance with ASC 718-20-55-104. Since there was no incremental fair value before and after the modification, no additional compensation cost was recognized in accordance with ASC 718-20-55-104 post the Reorganization.

Share options granted by Pintec to employees of the Company

On May 31, 2018, the Group granted 16,397,500 stock options, to its employees and directors of the Company under the First Plan with an exercise price of US$0.000125. The fair value of the Company's options was estimated to be $1.2785 per option granted on May 31, 2018 under the plan. These awards have service condition and initial public offering performance condition. For shares options granted with performance condition, the share-based compensation expenses is recorded when the performance condition is considered probable. As a result, the cumulative share-based compensation expenses for these options that have satisfied the service condition will only be recorded upon the completion of the IPO.

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.

On May 18, 2018, all of holders of convertible loans exercised the conversion rights and convert these loans to 25,650,679 Series A-1 Preferred Shares at the conversion price of US$1.5381859 per share. On the same date, the Group issued 38,829,699 Series A-2 convertible redeemable preferred shares ("Series A-2 Preferred Shares") at the issuance price of US$1.64822 per share for an aggregate purchase price of RMB396 million (US$64 million).

The Group determined that the Series Seed A 1, A 2, B, and C, Series A-1 and Series A-2 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 17, 2022 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

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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)

transaction documents, (iii) the Group'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 or Series A-1 Preferred Shares or Series A-2 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), 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), with respect to the Series A-2 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).

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 June 30, 2018.

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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)

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 A-2 Preferred Shares shall rank senior to Series A-1 Preferred Shares, Series A-1 Preferred Shares shall rank senior to Series Seed-C Preferred Shares, 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.

The holders of Series A-2 Preferred Shares shall be entitled to receive an amount equal to 100% of the Series A-2 Preferred Share issue price with respect to each Series A-2 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 A-2 Preferred Share on an as converted basis.

The holders of Series A-1 Preferred Shares shall be entitled to receive an amount equal to 100% of the Series A-1 Preferred Share issue price with respect to each Series A-1 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 A-1 Preferred Share on an as converted basis.

The holders of Series Seed-C Preferred Shares shall be entitled to receive 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 A-2 Preferred Shares, Series A-1 Preferred Shares, 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).

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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)

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 17, 2022 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, Series Seed C Preferred Shares, Series A-1 Preferred Shares and Series A-2 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 or 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 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 RMB23.0 million and RMB33.2 million for the six months ended June 30, 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.

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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 Group's preferred shares activities for the six months ended June 30, 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				Series A-1 Preferred Shares				Series A-2 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		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		2,437		17,678,568		21,975		37,257,705		175,563		42,747,918		497,007		—		—		—		—		100,184,191		696,982
Issuance of Preferred Shares		—		—		—		—		—		—		—		—		25,650,679		267,893		38,829,699		393,881		64,480,378		661,774
Preferred Shares redemption value accretion		—		59		—		532		—		4,216		—		11,759		—		2,108		—		3,088		—		21,762

Balances as of June 30, 2018		2,500,000		2,496		17,678,568		22,507		37,257,705		179,779		42,747,918		508,766		25,650,679		270,001		38,829,699		396,969		164,664,569		1,380,518

20. Unaudited pro forma net loss per share

The Company issued ordinary shares to Jimu Parent ordinary shareholders in connection with the Reorganization in March, 2018 (See Note 1). 72,000,000 ordinary shares were issued and outstanding upon the completion of the Reorganization (See Note 1) in March, 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 if they had been existed since January 1, 2016. For the six months ended June 30, 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, the Series A-1 Preferred Shares, the Series A-2 Preferred Shares, and convertible loans convertible into ordinary shares were anti-dilutive and thus excluded from the calculation of diluted net loss per share of the Company.

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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)

20. Unaudited pro forma net loss per share (Continued)

The following table set forth the computation of unaudited pro forma net loss per share (basic and diluted) for the six months ended June 30, 2017 and June 30, 2018:

	For the six months ended June 30,

	2017			2018
	(Pro forma)			(Pro forma)
Pro forma basis net loss per share calculation:
Numerator:
Net (loss)/Income		(56,471	)		12,386
Accretion on Series Seed-A-1 Preferred Shares redemption value		(84	)		(101	)
Accretion on Series Seed-A-2 Preferred Shares redemption value		(757	)		(909	)
Accretion on Series Seed-B Preferred Shares redemption value		(5,992	)		(7,200	)
Accretion on Series Seed-C Preferred Shares redemption value		(16,199	)		(19,771	)
Accretion on Series A-1 Preferred Shares redemption value		—			(2,108	)
Accretion on Series A-2 Preferred Shares redemption value		—			(3,088	)

Net loss attributable to ordinary shareholders		(79,503	)		(20,791	)



Denominator:
Weighted average ordinary shares outstanding-basic		61,455,825			66,906,125
Pro forma net loss per ordinary share-basic		(1.29	)		(0.31	)
Pro forma diluted net loss per share calculation:
Numerator:
Net loss attributable to ordinary shareholders-diluted		(79,503	)		(20,791	)
Denominator:
Weighted average ordinary shares outstanding-basic		61,455,825			66,906,125
Ordinary shares issuable upon the exercise of outstanding stock option using the treasury stock method		—			—

Weighted average ordinary shares outstanding-diluted		61,455,825			66,906,125



Pro forma net loss per ordinary share-diluted		(1.29	)		(0.31	)

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 June 30, 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 six months ended June 30,

Transactions	2017			2018
	RMB			RMB
(i) Transactions recorded in costs and expenses
—Cost and expenses allocated from Jimu Parent ⁽¹⁾		62,902			28,668
—Service fees to Jimu Parent for the peer-to-peer matching services for the funding debts		568			1,009
(ii) Financing transactions
—Cash repayment to Jimu Parent		(51,559	)		(142,015	)

(1): For the six months ended June 30, 2017, the allocated cost and expenses except for share based compensation expenses, with an amount of RMB47,444 would be settled with Jimu Parent. For the six months ended June 30, 2018, the allocated cost and expenses except for share based compensation expenses, with an amount of RMB8,594 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 June 30, 2018

	RMB		RMB
Due from Jimu Parent and its subsidiaries ⁽²⁾		228,548		383,115
BBAE Holdings Limited		478		478

Total		229,026		383,593



Due to Jimu Parent and its subsidiaries		385,035		204,302
BBAE Holdings Limited		527		578
Beijing Liangduo Science and Technology Co. Ltd.		927		5,444

Total		386,489		210,324

(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 RMB18,345 and RMB14,537 for the six months ended June 30, 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		7,946		8,860		—		16,806
Bandwidth leasing		103		—		—		103

		8,049		8,860		—		16,909

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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 six months ended June 30 2017 and June 30, 2018, the Group incurred office rental expenses in the amounts of RMB7,794 and RMB8,120, respectively and incurred bandwidth leasing expenses in the amounts of RMB468 and RMB521 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		225,744		56,225		—		281,969
Loan payables to investors of assets-backed securitized debts		—		172,634		—		172,634
Loan payables to investors of consolidated trusts		231,094		236,255		—		467,349
Loan payables to an individual lender		423,002		—		—		423,002
Interest payments		51,695		10,233		—		61,928

Total Funding Debts obligations		931,535		475,347		—		1,406,882

Legal Proceedings

As of December 31, 2017 and June 30, 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 June 30, 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 six months ended June 30, 2018

	RMB
Pro forma basic net income per ordinary share calculation:
Numerator:
Net income attributable to ordinary shares		(20,791	)
Preferred Shares redemption value accretion reversed		33,177
Numerator for pro forma net income per share-basic		12,386
Denominator:
Weighted average number of ordinary shares used in calculating pro forma net income per share-basic		231,570,694
Pro forma net income per share-basic		0.05
Pro forma diluted net income per ordinary share calculation:
Numerator:
Net income attributable to ordinary shares		(20,791	)
Preferred Shares redemption value accretion reversed		33,177
Numerator for pro forma net income per share-diluted		12,386
Denominator:
Weighted average number of ordinary shares used in calculating pro forma net income per share-basic		231,570,694
Ordinary shares issuable upon the exercise of outstanding stock options using the treasury stock method		—
Weighted average number of ordinary shares used in calculating pro forma net income per share-diluted		231,570,694
Pro forma net income per share-diluted		0.05

25. Subsequent events

On July 14, 2018, Shenzhen Minheng, as one of subsidiaries of the Group, entered into a separate loan agreement with Xijin (Shanghai) Venture Capital Management Co., Ltd ("Xijin")., which is one of subsidiaries of one shareholders of the Group. The loan has a principal amount of RMB70,000 (US$10,579), an annual interest rate of 10.3%, and a term of one year. Shenzhen Minheng then entered into a second loan with Xijin on the same terms for additional RMB120,000. 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. As of July 27, 2018, the Group used the proceeds to repay the all of remaining outstanding loan balance to the individual lender, with an aggregate amount of RMB423,000.

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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)

25. Subsequent events (Continued)

In August 2018, Shenzhen Minheng and Xijin entered into a supplementary agreement which changed the maturity date of the loans to December 31, 2018, and changed the interest rate of the loans, retroactive to the first date of each loan, to 0.6%.

On July 31, 2018, the Group granted 2,300,000 stock options, to its employees and a consultant of the Company under the First Plan with an exercise price of US$0.000125.

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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		Form of Deposit Agreement 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 Shanghai Anquying Technology Co., Ltd. dated April 3, 2018

10.21	†	English translation of "Naquhua" Business Cooperation Agreement by and among Shanghai Anquying Technology 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 Shanghai Anquying Technology 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 Shanghai Anquying Technology 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 Shanghai Anquying Technology Co., Ltd. and Beijing Lerong Duoyuan Information Technology Co., Ltd. dated August 30, 2016

10.25	*	Master Transaction Agreement by and between Pintec Technology Holdings Limited and Pintec Holdings Limited, dated December 1, 2017

10.26	*	Restructuring Agreement by and among Pintec Holdings Limited and Shareholders, dated December 1, 2017

10.27	*	Cooperation Framework Agreement by and between Pintec Technology Holdings Limited and Pintec Holdings Limited, dated December 1, 2017

10.28	*	Non-Competition Agreement by and between Pintec Technology Holdings Limited and Pintec Holdings Limited, dated December 1, 2017

10.29	*	Intellectual Property License Agreement by and between Pintec Technology Holdings Limited and Pintec Holdings Limited, dated December 1, 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 Shenzhen Qianhai Minheng Commercial Factoring Co., Ltd. and Xijin (Shanghai) Venture Capital Management Co., Ltd. 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 25, 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

23.5		Consent of Jimin Zhuo

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

*: Previously filed.
**: 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 October 10, 2018.

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Table of Contents

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)	October 10, 2018
/s/ STEVEN YUAN NING SIM Name: Steven Yuan Ning Sim	Chief Financial Officer (principal financial and accounting officer)	October 10, 2018
* Name: Jun Dong	Director	October 10, 2018
* Name: Jing Zhou	Director	October 10, 2018
* Name: Xiaomei Peng	Director	October 10, 2018
* Name: Chao Zhou	Director	October 10, 2018
* Name: Feng Hong	Director	October 10, 2018
* Name: Jiacheng Liu	Director	October 10, 2018


*By:	/s/ STEVEN YUAN NING SIM		October 10, 2018
	Name:	Steven Yuan Ning Sim Attorney-in-fact

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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 Pintec Technology Holdings Limited, has signed this registration statement or amendment thereto in Newark, Delaware, United State of America on October 10, 2018.

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Exhibit 3.2

THE COMPANIES LAW (2018 REVISION)

OF THE CAYMAN ISLANDS

COMPANY LIMITED BY SHARES

THIRD AMENDED AND RESTATED
MEMORANDUM OF ASSOCIATION

PINTEC TECHNOLOGY HOLDINGS LIMITED

(adopted by a Special Resolution passed on July 11, 2018 and effective immediately prior to the completion of the initial public offering of the Company ’s American Depositary Shares representing its Class A Ordinary Shares)

1. The name of the Company is Pintec Technology Holdings Limited.

2. The Registered Office of the Company will be situated 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 location within the Cayman Islands as the Directors may from time to time determine.

3. The objects for which the Company is established are unrestricted and the Company shall have full power and authority to carry out any object not prohibited by the Companies Law or any other law of the Cayman Islands.

4. The Company shall have and be capable of exercising all the functions of a natural person of full capacity irrespective of any question of corporate benefit as provided by the Companies Law.

5. The Company will not trade in the Cayman Islands with any person, firm or corporation except in furtherance of the business of the Company carried on outside the Cayman Islands; provided that nothing in this section shall be construed as to prevent the Company effecting and concluding contracts in the Cayman Islands, and exercising in the Cayman Islands all of its powers necessary for the carrying on of its business outside the Cayman Islands.

6. The liability of each Shareholder is limited to the amount, if any, unpaid on the Shares held by such Shareholder.

7. The authorised share capital of the Company is US$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. Subject to the Companies Law and the Articles, the Company shall have power to redeem or purchase any of its Shares and to increase or reduce its authorised share capital and to sub-divide or consolidate the said Shares or any of them and to issue all or any part of its capital whether original, redeemed, increased or reduced with or without any preference, priority, special privilege or other rights or subject to any postponement of rights or to any conditions or restrictions whatsoever and so that unless the conditions of issue shall otherwise expressly provide every issue of shares whether stated to be ordinary, preference or otherwise shall be subject to the powers on the part of the Company hereinbefore provided.

8. The Company has the power contained in the Companies Law to deregister in the Cayman Islands and be registered by way of continuation in some other jurisdiction.

9. Capitalised terms that are not defined in this Memorandum of Association bear the same meanings as those given in the Articles of Association of the Company.

THE COMPANIES LAW (2018 REVISION)
OF THE CAYMAN ISLANDS
COMPANY LIMITED BY SHARES
THIRD AMENDED AND RESTATED
ARTICLES OF ASSOCIATION
OF
PINTEC TECHNOLOGY HOLDINGS LIMITED

TABLE A

The regulations contained or incorporated in Table ‘A’ in the First Schedule of the Companies Law shall not apply to the Company and the following Articles shall comprise the Articles of Association of the Company.

INTERPRETATION

1. In these Articles the following defined terms will have the meanings ascribed to them, if not inconsistent with the subject or context:

“ADS”		means an American Depositary Share representing Class A Ordinary Shares;

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

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

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

“Chairman”		means the chairman of the Board of Directors;

“Class” or “Classes”	means any class or classes of Shares as may from time to time be issued by the Company;

“Class A Ordinary Share”	means a Class A Ordinary Share of a par value of US$0.000125 in the capital of the Company and having the rights provided for in these Articles;

“Class B Ordinary Share”	means a Class B Ordinary Share of a par value of US$0.000125 in the capital of the Company and having the rights provided for in these Articles;

“Commission”	means the Securities and Exchange Commission of the United States of America or any other federal agency for the time being administering the Securities Act;

“Company”	means Pintec Technology Holdings Limited, a Cayman Islands exempted company;

“Companies Law”	means the Companies Law (2018 Revision) of the Cayman Islands and any statutory amendment or re-enactment thereof;

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

“Core Founder”	refer to Mr. Wei Wei, Mr. Jun Dong and Ms. Xiaomei Peng, each of whom is referred to as a “Core Founder”;

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

“Designated Stock Exchange Rules”	means the relevant code, rules and regulations, as amended, from time to time, applicable as a result of the original and continued listing of any Shares or ADSs on the Designated Stock Exchange;

“electronic”	has the meaning given to it in the Electronic Transactions Law and any amendment thereto or re-enactments thereof for the time being in force and includes every other law incorporated therewith or substituted therefor;

“electronic communication”	means electronic posting to the Company’s Website, transmission to any number, address or internet website or other electronic delivery methods as otherwise decided and approved by not less than two-thirds of the vote of the Board;

“Electronic Transactions Law”	means the Electronic Transactions Law (2003 Revision) of the Cayman Islands and any statutory amendment or re-enactment thereof;

“electronic record”	has the meaning given to it in the Electronic Transactions Law and any amendment thereto or re-enactments thereof for the time being in force and includes every other law incorporated therewith or substituted therefor;

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

“Ordinary Resolution”	means a resolution:

	(a)	passed by a simple majority of the votes cast by such Shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy or, in the case of corporations, by their duly authorised representatives, at a general meeting of the Company held in accordance with these Articles; or

	(b)	approved in writing by all of the Shareholders entitled to vote at a general meeting of the Company in one or more instruments each signed by one or more of the Shareholders and the effective date of the resolution so adopted shall be the date on which the instrument, or the last of such instruments, if more than one, is executed;

“Ordinary Share”	means a Class A Ordinary Share or a Class B Ordinary Share;

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

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

“Register”	means the register of Members of the Company maintained in accordance with the Companies Law;

“Registered Office”	means the registered office of the Company as required by the Companies Law;

“Seal”	means the common seal of the Company (if adopted) including any facsimile thereof;

“Secretary”	means any Person appointed by the Directors to perform any of the duties of the secretary of the Company;

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

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

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

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

“signed”	means bearing a signature or representation of a signature affixed by mechanical means or an electronic symbol or process attached to or logically associated with an electronic communication and executed or adopted by a Person with the intent to sign the electronic communication;

“Special Resolution”	means a special resolution of the Company passed in accordance with the Companies Law, being a resolution:

	(a)	passed by not less than two-thirds of the votes cast by such Shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy or, in the case of corporations, by their duly authorised representatives, at a general meeting of the Company of which notice specifying the intention to propose the resolution as a special resolution has been duly given; or

	(b)	approved in writing by all of the Shareholders entitled to vote at a general meeting of the Company in one or more instruments each signed by one or more of the Shareholders and the effective date of the special resolution so adopted shall be the date on which the instrument or the last of such instruments, if more than one, is executed;

“Treasury Share”		means a Share held in the name of the Company as a treasury share in accordance with the Companies Law; and

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

2. In these Articles, save where the context requires otherwise:

(a) words importing the singular number shall include the plural number and vice versa;

(b) words importing the masculine gender only shall include the feminine gender and any Person as the context may require;

(d) reference to a dollar or dollars (or US$) and to a cent or cents is reference to dollars and cents of the United States of America;

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

(f) reference to any determination by the Directors shall be construed as a determination by the Directors in their sole and absolute discretion and shall be applicable either generally or in any particular case;

(g) reference to “in writing” shall be construed as written or represented by any means reproducible in writing, including any form of print, lithograph, email, facsimile, photograph or telex or represented by any other substitute or format for storage or transmission for writing including in the form of an electronic record or partly one and partly another;

(h) any requirements as to delivery under the Articles include delivery in the form of an electronic record or an electronic communication;

(i) any requirements as to execution or signature under the Articles, including the execution of the Articles themselves, can be satisfied in the form of an electronic signature as defined in the Electronic Transaction Law; and

(j) Sections 8 and 19(3) of the Electronic Transactions Law shall not apply.

3. Subject to the last two preceding Articles, any words defined in the Companies Law shall, if not inconsistent with the subject or context, bear the same meaning in these Articles.

PRELIMINARY

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

5. The Registered Office shall be at such address in the Cayman Islands as the Directors may from time to time determine. The Company may in addition establish and maintain such other offices and places of business and agencies in such places as the Directors may from time to time determine.

6. The expenses incurred in the formation of the Company and in connection with the offer for subscription and issue of Shares shall be paid by the Company. Such expenses may be amortised over such period as the Directors may determine and the amount so paid shall be charged against income and/or capital in the accounts of the Company as the Directors shall determine.

7. The Directors shall keep, or cause to be kept, the Register at such place as the Directors may from time to time determine and, in the absence of any such determination, the Register shall be kept at the Registered Office.

SHARES

8. Subject to these Articles, all Shares for the time being unissued shall be under the control of the Directors who may, in their absolute discretion and without the approval of the Members, cause the Company to:

(a) issue, allot and dispose of Shares (including, without limitation, preferred shares) (whether in certificated form or non-certificated form) to such Persons, in such manner, on such terms and having such rights and being subject to such restrictions as they may from time to time determine;

(b) grant rights over Shares or other securities to be issued in one or more classes or series as they deem necessary or appropriate and determine the designations, powers, preferences, privileges and other rights attaching to such Shares or securities, including dividend rights, voting rights, conversion rights, terms of redemption and liquidation preferences, any or all of which may be greater than the powers, preferences, privileges and rights associated with the then issued and outstanding Shares, at such times and on such other terms as they think proper; and

9. The Directors may authorise the division of Shares into any number of Classes and the different Classes shall be authorised, established and designated (or re-designated as the case may be) and the variations in the relative rights (including, without limitation, voting, dividend and redemption rights), restrictions, preferences, privileges and payment obligations as between the different Classes (if any) may be fixed and determined by the Directors or by an Ordinary Resolution. The Directors may issue Shares with such preferred or other rights, all or any of which may be greater than the rights of Ordinary Shares, at such time and on such terms as they may think appropriate. Notwithstanding Article 12, the Directors may issue from time to time, out of the authorised share capital of the Company (other than the authorised but unissued Ordinary Shares), series of preferred shares in their absolute discretion and without approval of the Members; provided, however, before any preferred shares of any such series are issued, the Directors shall by resolution of Directors determine, with respect to any series of preferred shares, the terms and rights of that series, including:

(a) the designation of such series, the number of preferred shares to constitute such series and the subscription price thereof if different from the par value thereof;

(b) whether the preferred shares of such series shall have voting rights, in addition to any voting rights provided by law, and, if so, the terms of such voting rights, which may be general or limited;

(c) the dividends, if any, payable on such series, whether any such dividends shall be cumulative, and, if so, from what dates, the conditions and dates upon which such dividends shall be payable, and the preference or relation which such dividends shall bear to the dividends payable on any shares of any other class or any other series of shares;

(d) whether the preferred shares of such series shall be subject to redemption by the Company, and, if so, the times, prices and other conditions of such redemption;

(e) whether the preferred shares of such series shall have any rights to receive any part of the assets available for distribution amongst the Members upon the liquidation of the Company, and, if so, the terms of such liquidation preference, and the relation which such liquidation preference shall bear to the entitlements of the holders of shares of any other class or any other series of shares;

(f) whether the preferred shares of such series shall be subject to the operation of a retirement or sinking fund and, if so, the extent to and manner in which any such retirement or sinking fund shall be applied to the purchase or redemption of the preferred shares of such series for retirement or other corporate purposes and the terms and provisions relative to the operation thereof;

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

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

(i) the conditions or restrictions, if any, upon the creation of indebtedness of the Company or upon the issue of any additional shares, including additional shares of such series or of any other class of shares or any other series of preferred shares; and

(j) any other powers, preferences and relative, participating, optional and other special rights, and any qualifications, limitations and restrictions thereof;

and, for such purposes, the Directors may reserve an appropriate number of Shares for the time being unissued. The Company shall not issue Shares to bearer.

10. The Company may insofar as may be permitted by law, pay a commission to any Person in consideration of his subscribing or agreeing to subscribe whether absolutely or conditionally for any Shares. Such commissions may be satisfied by the payment of cash or the lodgement of fully or partly paid-up Shares or partly in one way and partly in the other. The Company may also pay such brokerage as may be lawful on any issue of Shares.

11. The Directors may refuse to accept any application for Shares, and may accept any application in whole or in part, for any reason or for no reason.

MODIFICATION OF RIGHTS

12. Whenever the capital of the Company is divided into different Classes the rights attached to any such Class may, subject to any rights or restrictions for the time being attached to any Class, only be materially adversely varied with the consent in writing of the holders of two-thirds of the issued Shares of that Class or with the sanction of a resolution passed at a separate meeting of the holders of the Shares of that Class by the holders of two-thirds of the issued Shares of that Class. To every such separate meeting all the provisions of these Articles relating to general meetings of the Company or to the proceedings thereat shall, mutatis mutandis , apply, except that the necessary quorum shall be one or more Persons holding or representing by proxy at least one-third in nominal or par value amount of the issued Shares of the relevant Class (but so that if at any adjourned meeting of such holders a quorum as above defined is not present, those Shareholders who are present shall form a quorum) and that, subject to any rights or restrictions for the time being attached to the Shares of that Class, every Shareholder of that Class shall on a poll have one vote for each Share of that Class held by him. For the purposes of this Article, the Directors may treat all the Classes or any two or more Classes as forming one Class if they consider that all such Classes would be affected in the same way by the proposals under consideration, but in any other case shall treat them as separate Classes.

13. The rights conferred upon the holders of the Shares of any Class issued with preferred or other rights shall not, subject to any rights or restrictions for the time being attached to the Shares of that Class, be deemed to be materially adversely varied by, inter alia , the creation, allotment or issue of further Shares ranking pari passu with or subsequent to them or the redemption or purchase of any Shares of any Class by the Company. The rights of the holders of Shares shall not be deemed to be materially adversely varied by the creation or issue of Shares with preferred or other rights including, without limitation, the creation of Shares with enhanced or weighted voting rights.

CLASS A ORDINARY SHARES AND CLASS B ORDINARY SHARES

14. Holders of Class A Ordinary Shares and Class B Ordinary Shares shall at all times vote together as one class on all resolutions submitted to a vote by the Members. Each Class B Ordinary Share shall entitle the holder thereof to fifteen (15) votes on all matters subject to vote at general meetings of the Company, and each Class A Ordinary Share shall entitle the holder thereof to one (1) vote on all matters subject to vote at general meetings of the Company, until the earlier of (i) the date when the Core Founders on an aggregate basis cease to beneficially own no less than 40% of the total issued and outstanding Class B Ordinary Shares immediately prior to the initial public offering of the Company, as adjusted for share splits, share dividends, recapitalization and the like, or (ii) the seventh (7th) anniversary date of the completion of the initial public offering of the Company. Immediately following the earlier of the foregoing dates, each Ordinary Share shall entitle the holder thereof to one (1) vote on all matters subject to vote at general meetings of the Company.

15. Each Class B Ordinary Share is convertible into one (1) Class A Ordinary Share at any time at the option of the holder thereof. The right to convert shall be exercisable by the holder of the Class B Ordinary Share delivering a written notice to the Company that such holder elects to convert a specified number of Class B Ordinary Shares into Class A Ordinary Shares. In no event shall Class A Ordinary Shares be convertible into Class B Ordinary Shares.

16. Any conversion of Class B Ordinary Shares into Class A Ordinary Shares pursuant to these Articles shall be effected by means of the re-designation of each relevant Class B Ordinary Share as a Class A Ordinary Share. Such conversion shall become effective forthwith upon entries being made in the Register to record the re-designation of the relevant Class B Ordinary Shares as Class A Ordinary Shares.

17. Each Class B Ordinary Share shall automatically be re-designated into one Class A Ordinary Share without any action being required by its holder and whether or not the certificates representing such shares are surrendered to the Company or its transfer agent, if at any time the relevant Core Founder, who is the beneficial owner of such Class B Ordinary Share, ceases to be a director or employee of the Company or ceases to have the capability to make business decisions on behalf of the Company due to health reasons.

18. Upon any sale, transfer, assignment or disposition of any Class B Ordinary Share by a holder thereof or an Affiliate of such holder to any person or entity who is not an Affiliate of any of the Core Founders, or upon a change of ultimate beneficial ownership of any Class B Ordinary Share to any Person or entity who is not an Affiliate of any of the Core Founders, such Class B Ordinary Share shall be automatically and immediately converted into one Class A Ordinary Share. For the avoidance of doubt, (i) a sale, transfer, assignment or disposition shall be effective upon the Company’s registration of such sale, transfer, assignment or disposition in its Register; and (ii) the creation of any pledge, charge, encumbrance or other third party right of whatever description on any Class B Ordinary Shares to secure a holder’s contractual or legal obligations shall not be deemed as a sale, transfer, assignment or disposition unless and until any such pledge, charge, encumbrance or other third party right is enforced and results in the third party holding legal title to the relevant Class B Ordinary Shares, in which case all the related Class B Ordinary Shares shall be automatically converted into the same number of Class A Ordinary Shares. For purpose of this Article 18, beneficial ownership shall have the meaning set forth in Rule 13d-3 under the United States Securities Exchange Act of 1934, as amended.

19. Save and except for voting rights and conversion rights as set out in Articles 14 to 19 (inclusive), the Class B Ordinary Shares and the Class A Ordinary Shares shall rank pari passu with one another and shall have the same rights, preferences, privileges and restrictions.

CERTIFICATES

20. Every Person whose name is entered as a Member in the Register may, without payment and upon its written request, request a certificate within two calendar months after allotment or lodgement of transfer (or within such other period as the conditions of issue shall provide) in the form determined by the Directors. All certificates shall specify the Share or Shares held by that Person, provided that in respect of a Share or Shares held jointly by several Persons the Company shall not be bound to issue more than one certificate, and delivery of a certificate for a Share to one of several joint holders shall be sufficient delivery to all. All certificates for Shares shall be delivered personally or sent through the post addressed to the Member entitled thereto at the Member’s registered address as appearing in the Register.

21. Every share certificate of the Company shall bear legends required under the applicable laws, including the Securities Act.

22. Any two or more certificates representing Shares of any one Class held by any Member may at the Member’s request be cancelled and a single new certificate for such Shares issued in lieu on payment (if the Directors shall so require) of one dollar (US$1.00) or such smaller sum as the Directors shall determine.

23. If a share certificate shall be damaged or defaced or alleged to have been lost, stolen or destroyed, a new certificate representing the same Shares may be issued to the relevant Member upon request, subject to delivery up of the old certificate or (if alleged to have been lost, stolen or destroyed) compliance with such conditions as to evidence and indemnity and the payment of out-of-pocket expenses of the Company in connection with the request as the Directors may think fit.

24. In the event that Shares are held jointly by several Persons, any request may be made by any one of the joint holders and if so made shall be binding on all of the joint holders.

FRACTIONAL SHARES

25. The Directors may issue fractions of a Share and, if so issued, a fraction of a Share shall be subject to and carry the corresponding fraction of liabilities (whether with respect to nominal or par value, premium, contributions, calls or otherwise), limitations, preferences, privileges, qualifications, restrictions, rights (including, without prejudice to the generality of the foregoing, voting and participation rights) and other attributes of a whole Share. If more than one fraction of a Share of the same Class is issued to or acquired by the same Shareholder such fractions shall be accumulated.

LIEN

26. The Company has a first and paramount lien on every Share (whether or not fully paid) for all amounts (whether presently payable or not) payable at a fixed time or called in respect of that Share. The Company also has a first and paramount lien on every Share registered in the name of a Person indebted or under liability to the Company (whether he is the sole registered holder of a Share or one of two or more joint holders) for all amounts owing by him or his estate to the Company (whether or not presently payable). The Directors may at any time declare a Share to be wholly or in part exempt from the provisions of this Article. The Company’s lien on a Share extends to any amount payable in respect of it, including but not limited to dividends.

27. The Company may sell, in such manner as the Directors in their absolute discretion think fit, any Share on which the Company has a lien, but no sale shall be made unless an amount in respect of which the lien exists is presently payable nor until the expiration of fourteen calendar days after a notice in writing, demanding payment of such part of the amount in respect of which the lien exists as is presently payable, has been given to the registered holder for the time being of the Share, or the Persons entitled thereto by reason of his death or bankruptcy.

28. For giving effect to any such sale the Directors may authorise a Person to transfer the Shares sold to the purchaser thereof. The purchaser shall be registered as the holder of the Shares comprised in any such transfer and he shall not be bound to see to the application of the purchase money, nor shall his title to the Shares be affected by any irregularity or invalidity in the proceedings in reference to the sale.

29. The proceeds of the sale after deduction of expenses, fees and commissions incurred by the Company shall be received by the Company and applied in payment of such part of the amount in respect of which the lien exists as is presently payable, and the residue shall (subject to a like lien for sums not presently payable as existed upon the Shares prior to the sale) be paid to the Person entitled to the Shares immediately prior to the sale.

CALLS ON SHARES

30. Subject to the terms of the allotment, the Directors may from time to time make calls upon the Shareholders in respect of any moneys unpaid on their Shares, and each Shareholder shall (subject to receiving at least fourteen calendar days’ notice specifying the time or times of payment) pay to the Company at the time or times so specified the amount called on such Shares. A call shall be deemed to have been made at the time when the resolution of the Directors authorising such call was passed.

31. The joint holders of a Share shall be jointly and severally liable to pay calls in respect thereof.

32. If a sum called in respect of a Share is not paid before or on the day appointed for payment thereof, the Person from whom the sum is due shall pay interest upon the sum at the rate of eight percent per annum from the day appointed for the payment thereof to the time of the actual payment, but the Directors shall be at liberty to waive payment of that interest wholly or in part.

33. The provisions of these Articles as to the liability of joint holders and as to payment of interest shall apply in the case of non-payment of any sum which, by the terms of issue of a Share, becomes payable at a fixed time, whether on account of the amount of the Share, or by way of premium, as if the same had become payable by virtue of a call duly made and notified.

34. The Directors may make arrangements with respect to the issue of partly paid Shares for a difference between the Shareholders, or the particular Shares, in the amount of calls to be paid and in the times of payment.

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

FORFEITURE OF SHARES

36. If a Shareholder fails to pay any call or instalment of a call in respect of partly paid Shares on the day appointed for payment, the Directors may, at any time thereafter during such time as any part of such call or instalment remains unpaid, serve a notice on him requiring payment of so much of the call or instalment as is unpaid, together with any interest which may have accrued.

37. The notice shall name a further day (not earlier than the expiration of fourteen calendar days from the date of the notice) on or before which the payment required by the notice is to be made, and shall state that in the event of non-payment at or before the time appointed, the Shares in respect of which the call was made will be liable to be forfeited.

38. If the requirements of any such notice as aforesaid are not complied with, any Share in respect of which the notice has been given may at any time thereafter, before the payment required by notice has been made, be forfeited by a resolution of the Directors to that effect.

39. 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.

40. A Person whose Shares have been forfeited shall cease to be a Shareholder in respect of the forfeited Shares, but shall, notwithstanding, remain liable to pay to the Company all moneys which at the date of forfeiture were payable by him to the Company in respect of the Shares forfeited, but his liability shall cease if and when the Company receives payment in full of the amount unpaid on the Shares forfeited.

41. A certificate in writing under the hand of a Director that a Share has been duly forfeited on a date stated in the certificate shall be conclusive evidence of the facts in the declaration as against all Persons claiming to be entitled to the Share.

42. The Company may receive the consideration, if any, given for a Share on any sale or disposition thereof pursuant to the provisions of these Articles as to forfeiture and may execute a transfer of the Share in favour of the Person to whom the Share is sold or disposed of and that Person shall be registered as the holder of the Share and shall not be bound to see to the application of the purchase money, if any, nor shall his title to the Shares be affected by any irregularity or invalidity in the proceedings in reference to the disposition or sale.

43. The provisions of these Articles as to forfeiture shall apply in the case of non-payment of any sum which by the terms of issue of a Share becomes due and payable, whether on account of the amount of the Share, or by way of premium, as if the same had been payable by virtue of a call duly made and notified.

TRANSFER OF SHARES

44. The instrument of transfer of any Share shall be in writing and in any usual or common form or such other form as the Directors may, in their absolute discretion, approve and be executed by or on behalf of the transferor and if in respect of a nil or partly paid up Share, or if so required by the Directors, shall also be executed on behalf of the transferee and shall be accompanied by the certificate (if any) of the Shares to which it relates and such other evidence as the Directors may reasonably require to show the right of the transferor to make the transfer. The transferor shall be deemed to remain a Shareholder until the name of the transferee is entered in the Register in respect of the relevant Shares.

45. (a) The Directors may in their absolute discretion decline to register any transfer of Shares which is not fully paid up or on which the Company has a lien.

(b) The Directors may also decline to register any transfer of any Share unless:

(i) the instrument of transfer is lodged with the Company, accompanied by the certificate for the Shares to which it relates and such other evidence as the Board may reasonably require to show the right of the transferor to make the transfer;

(ii) the instrument of transfer is in respect of only one Class of Shares;

(iii) the instrument of transfer is properly stamped, if required;

(iv) in the case of a transfer to joint holders, the number of joint holders to whom the Share is to be transferred does not exceed four; and

(v) a fee of such maximum sum as the Designated Stock Exchange may determine to be payable, or such lesser sum as the Board of Directors may from time to time require, is paid to the Company in respect thereof.

46. The registration of transfers may, on ten calendar days’ notice being given by advertisement in such one or more newspapers, by electronic means or by any other means in accordance with the Designated Stock Exchange Rules, be suspended and the Register closed at such times and for such periods as the Directors may, in their absolute discretion, from time to time determine, provided always that such registration of transfer shall not be suspended nor the Register closed for more than thirty calendar days in any calendar year.

47. All instruments of transfer that are registered shall be retained by the Company. If the Directors refuse to register a transfer of any Shares, they shall within three calendar months after the date on which the transfer was lodged with the Company send notice of the refusal to each of the transferor and the transferee.

TRANSMISSION OF SHARES

48. The legal personal representative of a deceased sole holder of a Share shall be the only Person recognised by the Company as having any title to the Share. In the case of a Share registered in the name of two or more holders, the survivors or survivor, or the legal personal representatives of the deceased survivor, shall be the only Person recognised by the Company as having any title to the Share.

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

50. A Person becoming entitled to a Share by reason of the death or bankruptcy of a Shareholder shall be entitled to the same dividends and other advantages to which he would be entitled if he were the registered Shareholder, except that he shall not, before being registered as a Shareholder in respect of the Share, be entitled in respect of it to exercise any right conferred by membership in relation to meetings of the Company, provided however, that the Directors may at any time give notice requiring any such Person to elect either to be registered himself or to transfer the Share, and if the notice is not complied with within ninety calendar days, the Directors may thereafter withhold payment of all dividends, bonuses or other monies payable in respect of the Share until the requirements of the notice have been complied with.

REGISTRATION OF EMPOWERING INSTRUMENTS

51. The Company shall be entitled to charge a fee not exceeding one U.S. dollar (US$1.00) on the registration of every probate, letters of administration, certificate of death or marriage, power of attorney, notice in lieu of distringas, or other instrument.

ALTERATION OF SHARE CAPITAL

52. The Company may from time to time by Ordinary Resolution increase the share capital by such sum, to be divided into Shares of such Classes and amount, as the resolution shall prescribe.

53. The Company may by Ordinary Resolution:

(a) increase its share capital by new Shares of such amount as it thinks expedient;

(b) consolidate and divide all or any of its share capital into Shares of a larger amount than its existing Shares;

(c) subdivide its Shares, or any of them, into Shares of an amount smaller than that fixed by the Memorandum, provided that in the subdivision the proportion between the amount paid and the amount, if any, unpaid on each reduced Share shall be the same as it was in case of the Share from which the reduced Share is derived; and

(d) cancel any Shares that, at the date of the passing of the resolution, have not been taken or agreed to be taken by any Person and diminish the amount of its share capital by the amount of the Shares so cancelled.

54. The Company may by Special Resolution reduce its share capital and any capital redemption reserve in any manner authorised by the Companies Law.

REDEMPTION, PURCHASE AND SURRENDER OF SHARES

55. Subject to the provisions of the Companies Law and these Articles, the Company may:

(a) issue Shares that are to be redeemed or are liable to be redeemed at the option of the Shareholder or the Company. The redemption of Shares shall be effected in such manner and upon such terms as may be determined, before the issue of such Shares, by either the Board or by the Shareholders by Special Resolution;

(b) purchase its own Shares (including any redeemable Shares) on such terms and in such manner and terms as have been approved by the Board or by the Members by Ordinary Resolution, or are otherwise authorised by these Articles; and

(c) make a payment in respect of the redemption or purchase of its own Shares in any manner permitted by the Companies Law, including out of capital.

56. The purchase of any Share shall not oblige the Company to purchase any other Share other than as may be required pursuant to applicable law and any other contractual obligations of the Company.

57. The holder of the Shares being purchased shall be bound to deliver up to the Company the certificate(s) (if any) thereof for cancellation and thereupon the Company shall pay to him the purchase or redemption monies or consideration in respect thereof.

58. The Directors may accept the surrender for no consideration of any fully paid Share.

TREASURY SHARES

59. The Directors may, prior to the purchase, redemption or surrender of any Share, determine that such Share shall be held as a Treasury Share.

60. The Directors may determine to cancel a Treasury Share or transfer a Treasury Share on such terms as they think proper (including, without limitation, for nil consideration).

GENERAL MEETINGS

61. All general meetings other than annual general meetings shall be called extraordinary general meetings.

62. (a) The Company may (but shall not be obliged to) in each calendar year hold a general meeting as its annual general meeting and shall specify the meeting as such in the notices calling it. The annual general meeting shall be held at such time and place as may be determined by the Directors.

(b) At these meetings the report of the Directors (if any) shall be presented.

63. (a) The Chairman or a majority of the Directors may call general meetings, and they shall on a Shareholders’ requisition forthwith proceed to convene an extraordinary general meeting of the Company.

(b) A Shareholders’ requisition is a requisition of Members holding at the date of deposit of the requisition Shares which carry in aggregate not less than one-third (1/3) of all votes attaching to all issued and outstanding Shares of the Company that as at the date of the deposit carry the right to vote at general meetings of the Company.

(c) The requisition must state the objects of the meeting and must be signed by the requisitionists and deposited at the Registered Office, and may consist of several documents in like form each signed by one or more requisitionists.

(d) If the Directors do not within twenty-one calendar days from the date of the deposit of the requisition duly proceed to convene a general meeting to be held within a further twenty-one calendar days, the requisitionists, or any of them representing more than one-half of the total voting rights of all of them, may themselves convene a general meeting, but any meeting so convened shall not be held after the expiration of three calendar months after the expiration of the said twenty-one calendar days.

(e) A general meeting convened as aforesaid by requisitionists shall be convened in the same manner as nearly as possible as that in which general meetings are to be convened by Directors.

NOTICE OF GENERAL MEETINGS

64. At least ten (10) calendar days’ notice shall be given for any general meeting. Every notice shall be exclusive of the day on which it is given or deemed to be given and of the day for which it is given and shall specify the place, the day and the hour of the meeting and the general nature of the business and shall be given in the manner hereinafter mentioned or in such other manner if any as may be prescribed by the Company, provided that a general meeting of the Company shall, whether or not the notice specified in this Article has been given and whether or not the provisions of these Articles regarding general meetings have been complied with, be deemed to have been duly convened if it is so agreed:

(a) in the case of an annual general meeting, by all the Shareholders (or their proxies) entitled to attend and vote thereat; and

(b) in the case of an extraordinary general meeting, by two-thirds (2/3rd ) of the Shareholders having a right to attend and vote at the meeting, present in person or by proxy or, in the case of a corporation or other non-natural person, by its duly authorised representative or proxy.

65. The accidental omission to give notice of a meeting to or the non-receipt of a notice of a meeting by any Shareholder shall not invalidate the proceedings at any meeting.

PROCEEDINGS AT GENERAL MEETINGS

66. No business except for the appointment of a chairman for the meeting shall be transacted at any general meeting unless a quorum of Shareholders is present at the time when the meeting proceeds to business. One or more Shareholders holding Shares which carry in aggregate (or representing by proxy) not less than one-third of all votes attaching to all Shares in issue and entitled to vote at such general meeting, present in person or by proxy or, if a corporation or other non-natural person, by its duly authorised representative, shall be a quorum for all purposes.

67. If within half an hour from the time appointed for the meeting a quorum is not present, the meeting shall be dissolved.

68. If the Directors wish to make this facility available for a specific general meeting or all general meetings of the Company, participation in any general meeting of the Company may be by means of a telephone or similar communication equipment by way of which all Persons participating in such meeting can communicate with each other and such participation shall be deemed to constitute presence in person at the meeting.

69. The Chairman, if any, of the Board of Directors shall preside as chairman at every general meeting of the Company.

70. If there is no such Chairman of the Board of Directors, or if at any general meeting he is not present within fifteen minutes after the time appointed for holding the meeting or is unwilling to act as chairman of the meeting, any Director or Person nominated by the Directors shall preside as chairman of that meeting, failing which the Shareholders present in person or by proxy shall choose any Person present to be chairman of that meeting.

71. The chairman may with the consent of any general meeting at which a quorum is present (and shall if so directed by the meeting) adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting, or adjourned meeting, is adjourned for fourteen calendar days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Save as aforesaid it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.

72. The Directors may cancel or postpone any duly convened general meeting at any time prior to such meeting, except for general meetings requisitioned by the Shareholders in accordance with these Articles, for any reason or for no reason, upon notice in writing to Shareholders. A postponement may be for a stated period of any length or indefinitely as the Directors may determine.

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

74. If a poll is duly demanded it shall be taken in such manner as the chairman of the meeting directs, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.

75. All questions submitted to a meeting shall be decided by an Ordinary Resolution except where a greater majority is required by these Articles or by the Companies Law. In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of the meeting at which the show of hands takes place or at which the poll is demanded, shall be entitled to a second or casting vote.

76. A poll demanded on the election of a chairman of the meeting or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken at such time as the chairman of the meeting directs.

VOTES OF SHAREHOLDERS

77. Subject to any rights and restrictions for the time being attached to any Share, on a show of hands every Shareholder present in person or by proxy (or, if a corporation or other non-natural person, by its duly authorised representative or proxy) shall, at a general meeting of the Company, each have one vote and on a poll every Shareholder present in person or by proxy (or, if a corporation or other non-natural person, by its duly authorised representative or proxy) shall have such number of votes for each Class B Ordinary Share and each Class A Ordinary Share of which he is the holder as provided for in Article 14.

78. In the case of joint holders the vote of the senior who tenders a vote whether in person or by proxy (or, if a corporation or other non-natural person, by its duly authorised representative or proxy) shall be accepted to the exclusion of the votes of the other joint holders and for this purpose seniority shall be determined by the order in which the names stand in the Register.

79. Shares carrying the right to vote that are held by a Shareholder of unsound mind, or in respect of whom an order has been made by any court having jurisdiction in lunacy, may be voted, whether on a show of hands or on a poll, by his committee, or other Person in the nature of a committee appointed by that court, and any such committee or other Person may vote in respect of such Shares by proxy.

80. No Shareholder shall be entitled to vote at any general meeting of the Company unless all calls, if any, or other sums presently payable by him in respect of Shares carrying the right to vote held by him have been paid.

81. On a poll votes may be given either personally or by proxy.

82. Each Shareholder, other than a recognised clearing house (or its nominee(s)) or depositary (or its nominee(s)), may only appoint one proxy on a show of hand. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under Seal or under the hand of an officer or attorney duly authorised. A proxy need not be a Shareholder.

83. An instrument appointing a proxy may be in any usual or common form or such other form as the Directors may approve.

84. The instrument appointing a proxy shall be deposited at the Registered Office or at such other place as is specified for that purpose in the notice convening the meeting, or in any instrument of proxy sent out by the Company:

(a) not less than 48 hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote; or

(b) in the case of a poll taken more than 48 hours after it is demanded, be deposited as aforesaid after the poll has been demanded and not less than 24 hours before the time appointed for the taking of the poll; or

demanded be delivered at the meeting at which the poll was demanded to the chairman or to the secretary or to any director;

provided that the Directors may in the notice convening the meeting, or in an instrument of proxy sent out by the Company, direct that the instrument appointing a proxy may be deposited at such other time (no later than the time for holding the meeting or adjourned meeting) at the Registered Office or at such other place as is specified for that purpose in the notice convening the meeting, or in any instrument of proxy sent out by the Company. The Chairman may in any event at his discretion direct that an instrument of proxy shall be deemed to have been duly deposited. An instrument of proxy that is not deposited in the manner permitted shall be invalid.

85. The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll.

86. A resolution in writing signed by all the Shareholders for the time being entitled to receive notice of and to attend and vote at general meetings of the Company (or being corporations by their duly authorised representatives) shall be as valid and effective as if the same had been passed at a general meeting of the Company duly convened and held.

CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS

87. Any corporation which is a Shareholder or a Director may by resolution of its directors or other governing body authorise such Person as it thinks fit to act as its representative at any meeting of the Company or of any meeting of holders of a Class or of the Directors or of a committee of Directors, and the Person so authorised shall be entitled to exercise the same powers on behalf of the corporation which he represents as that corporation could exercise if it were an individual Shareholder or Director.

DEPOSITARY AND CLEARING HOUSES

88. If a recognised clearing house (or its nominee(s)) or depositary (or its nominee(s)) is a Member of the Company it may, by resolution of its directors or other governing body or by power of attorney, authorise such Person(s) as it thinks fit to act as its representative(s) at any general meeting of the Company or of any Class of Shareholders provided that, if more than one Person is so authorised, the authorisation shall specify the number and Class of Shares in respect of which each such Person is so authorised. A Person so authorised pursuant to this Article shall be entitled to exercise the same powers on behalf of the recognised clearing house (or its nominee(s)) or depositary (or its nominee(s)) which he represents as that recognised clearing house (or its nominee(s)) or depositary (or its nominee(s)) could exercise if it were an individual Member holding the number and Class of Shares specified in such authorisation, including the right to vote individually on a show of hands.

DIRECTORS

89. (a) Unless otherwise determined by the Company in general meeting, the number of Directors shall not be less than three (3) Directors, the exact number of Directors to be determined from time to time by the Board of Directors.

(b) The Board of Directors shall elect and appoint a Chairman by a majority of the Directors then in office. The period for which the Chairman will hold office will also be determined by a majority of all of the Directors then in office. The Chairman shall preside as chairman at every meeting of the Board of Directors. To the extent the Chairman is not present at a meeting of the Board of Directors within fifteen minutes after the time appointed for holding the same, the attending Directors may choose one of their number to be the chairman of the meeting.

(d) The Board may, by the affirmative vote of a simple majority of the remaining Directors present and voting at a Board meeting, appoint any person as a Director, to fill a casual vacancy on the Board or as an addition to the existing Board.

(e) An appointment of a Director may be on terms that the Director shall automatically retire from office (unless he has sooner vacated office) at the next or a subsequent annual general meeting or upon any specified event or after any specified period in a written agreement between the Company and the Director, if any; but no such term shall be implied in the absence of express provision. Each Director whose term of office expires shall be eligible for re-election at a meeting of the Shareholders or re-appointment by the Board.

90. A Director may be removed from office by Ordinary Resolution of the Company, notwithstanding anything in these Articles or in any agreement between the Company and such Director (but without prejudice to any claim for damages under such agreement). A vacancy on the Board created by the removal of a Director under the previous sentence may be filled by Ordinary Resolution or by the affirmative vote of a simple majority of the remaining Directors present and voting at a Board meeting. The notice of any meeting at which a resolution to remove a Director shall be proposed or voted upon must contain a statement of the intention to remove that Director and such notice must be served on that Director not less than ten (10) calendar days before the meeting. Such Director is entitled to attend the meeting and be heard on the motion for his removal.

91. The Board may, from time to time, and except as required by applicable law or Designated Stock Exchange Rules, adopt, institute, amend, modify or revoke the corporate governance policies or initiatives of the Company and determine on various corporate governance related matters of the Company as the Board shall determine by resolution of Directors from time to time.

92. Subject to applicable laws, including the Securities Act, the Designated Stock Exchange Rules, and provisions of these Articles, 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. Notwithstanding any of the foregoing, if a Director (or his/her alternate in his/her absence) is interested in a transaction with the Company (other than transactions with Jimu Holdings Limited or any of its affiliates occurred in the ordinary course of business of the Company and on an arms’ length basis), such Director shall be disqualified from or abstain from voting in respect of such transaction if any other Director so requires.

93. A Director shall not be required to hold any Shares in the Company by way of qualification. A Director who is not a Member of the Company shall nevertheless be entitled to attend and speak at general meetings.

94. The remuneration of the Directors may be determined by the Directors or by Ordinary Resolution.

95. The Directors shall be entitled to be paid their travelling, hotel and other expenses properly incurred by them in going to, attending and returning from meetings of the Directors, or any committee of the Directors, or general meetings of the Company, or otherwise in connection with the business of the Company, or to receive such fixed allowance in respect thereof as may be determined by the Directors from time to time, or a combination partly of one such method and partly the other.

ALTERNATE DIRECTOR OR PROXY

96. Any Director may in writing appoint another Person to be his alternate and, save to the extent provided otherwise in the form of appointment, such alternate shall have authority to sign written resolutions on behalf of the appointing Director, but shall not be required to sign such written resolutions where they have been signed by the appointing director, and to act in such Director’s place at any meeting of the Directors at which the appointing Director is unable to be present. Every such alternate shall be entitled to attend and vote at meetings of the Directors as a Director when the Director appointing him is not personally present and where he is a Director to have a separate vote on behalf of the Director he is representing in addition to his own vote. A Director may at any time in writing revoke the appointment of an alternate appointed by him. Such alternate shall be deemed for all purposes to be a Director of the Company and shall not be deemed to be the agent of the Director appointing him. The remuneration of such alternate shall be payable out of the remuneration of the Director appointing him and the proportion thereof shall be agreed between them.

97. Any Director may appoint any Person, whether or not a Director, to be the proxy of that Director to attend and vote on his behalf, in accordance with instructions given by that Director, or in the absence of such instructions at the discretion of the proxy, at a meeting or meetings of the Directors which that Director is unable to attend personally. The instrument appointing the proxy shall be in writing under the hand of the appointing Director and shall be in any usual or common form or such other form as the Directors may approve, and must be lodged with the chairman of the meeting of the Directors at which such proxy is to be used, or first used, prior to the commencement of the meeting.

POWERS AND DUTIES OF DIRECTORS

98. Subject to the Companies Law, these Articles and to any resolutions passed in a general meeting, the business of the Company shall be managed by the Directors, who may pay all expenses incurred in setting up and registering the Company and may exercise all powers of the Company. No resolution passed by the Company in general meeting shall invalidate any prior act of the Directors that would have been valid if that resolution had not been passed.

99. Subject to these Articles, the Directors may from time to time appoint any natural person or corporation, whether or not a Director to hold such office in the Company as the Directors may think necessary for the administration of the Company, including but not limited to, chief executive officer, one or more other executive officers, president, one or more vice-presidents, treasurer, assistant treasurer, manager or controller, and for such term and at such remuneration (whether by way of salary or commission or participation in profits or partly in one way and partly in another), and with such powers and duties as the Directors may think fit. Any natural person or corporation so appointed by the Directors may be removed by the Directors. The Directors may also appoint one or more of their number to the office of managing director upon like terms, but any such appointment shall ipso facto terminate if any managing director ceases for any cause to be a Director, or if the Company by Ordinary Resolution resolves that his tenure of office be terminated.

100. The Directors may appoint any natural person or corporation to be a Secretary (and if need be an assistant Secretary or assistant Secretaries) who shall hold office for such term, at such remuneration and upon such conditions and with such powers as they think fit. Any Secretary or assistant Secretary so appointed by the Directors may be removed by the Directors or by the Company by Ordinary Resolution.

101. The Directors may delegate any of their powers to committees consisting of such member or members of their body as they think fit; any committee so formed shall in the exercise of the powers so delegated conform to any regulations that may be imposed on it by the Directors.

102. The Directors may from time to time and at any time by power of attorney (whether under Seal or under hand) or otherwise appoint any company, firm or Person or body of Persons, whether nominated directly or indirectly by the Directors, to be the attorney or attorneys or authorised signatory (any such Person being an “Attorney” or “Authorised Signatory”, respectively) of the Company for such purposes and with such powers, authorities and discretion (not exceeding those vested in or exercisable by the Directors under these Articles) and for such period and subject to such conditions as they may think fit, and any such power of attorney or other appointment may contain such provisions for the protection and convenience of Persons dealing with any such Attorney or Authorised Signatory as the Directors may think fit, and may also authorise any such Attorney or Authorised Signatory to delegate all or any of the powers, authorities and discretion vested in him.

103. The Directors may from time to time provide for the management of the affairs of the Company in such manner as they shall think fit and the provisions contained in the three next following Articles shall not limit the general powers conferred by this Article.

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

105. The Directors from time to time and at any time may delegate to any such committee, local board, manager or agent any of the powers, authorities and discretions for the time being vested in the Directors and may authorise the members for the time being of any such local board, or any of them to fill any vacancies therein and to act notwithstanding vacancies and any such appointment or delegation may be made on such terms and subject to such conditions as the Directors may think fit and the Directors may at any time remove any natural person or corporation so appointed and may annul or vary any such delegation, but no Person dealing in good faith and without notice of any such annulment or variation shall be affected thereby.

106. Any such delegates as aforesaid may be authorised by the Directors to sub-delegate all or any of the powers, authorities, and discretion for the time being vested in them.

BORROWING POWERS OF DIRECTORS

107. The Directors may from time to time at their discretion exercise all the powers of the Company to raise or borrow money and to mortgage or charge its undertaking, property and assets (present and future) and uncalled capital or any part thereof, to issue debentures, debenture stock, bonds and other securities, whether outright or as collateral security for any debt, liability or obligation of the Company or of any third party.

THE SEAL

108. The Seal shall not be affixed to any instrument except by the authority of a resolution of the Directors provided always that such authority may be given prior to or after the affixing of the Seal and if given after may be in general form confirming a number of affixings of the Seal. The Seal shall be affixed in the presence of a Director or a Secretary (or an assistant Secretary) or in the presence of any one or more Persons as the Directors may appoint for the purpose and every Person as aforesaid shall sign every instrument to which the Seal is so affixed in their presence.

109. The Company may maintain a facsimile of the Seal in such countries or places as the Directors may appoint and such facsimile Seal shall not be affixed to any instrument except by the authority of a resolution of the Directors provided always that such authority may be given prior to or after the affixing of such facsimile Seal and if given after may be in general form confirming a number of affixings of such facsimile Seal. The facsimile Seal shall be affixed in the presence of such Person or Persons as the Directors shall for this purpose appoint and such Person or Persons as aforesaid shall sign every instrument to which the facsimile Seal is so affixed in their presence and such affixing of the facsimile Seal and signing as aforesaid shall have the same meaning and effect as if the Seal had been affixed in the presence of and the instrument signed by a Director or a Secretary (or an assistant Secretary) or in the presence of any one or more Persons as the Directors may appoint for the purpose.

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

DISQUALIFICATION OF DIRECTORS

111. The office of Director shall be vacated, if the Director:

(a) becomes bankrupt or makes any arrangement or composition with his creditors;

(b) dies or is found to be or becomes of unsound mind;

(d) without special leave of absence from the Board, is absent from meetings of the Board for three consecutive meetings and the Board resolves that his office be vacated; or

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

PROCEEDINGS OF DIRECTORS

112. The Directors may meet together (either within or without the Cayman Islands) for the despatch of business, adjourn, and otherwise regulate their meetings and proceedings as they think fit. Questions arising at any meeting shall be decided by a majority of votes. At any meeting of the Directors, each Director present in person or represented by his proxy or alternate shall be entitled to one vote. In case of an equality of votes the Chairman shall have a second or casting vote. A Director may, and a Secretary or assistant Secretary on the requisition of a Director shall, at any time summon a meeting of the Directors.

113. A Director may participate in any meeting of the Directors, or of any committee appointed by the Directors of which such Director is a member, by means of telephone or similar communication equipment by way of which all Persons participating in such meeting can communicate with each other and such participation shall be deemed to constitute presence in person at the meeting.

114. The quorum necessary for the transaction of the business of the Board may be fixed by the Directors, and unless so fixed, the quorum shall be a majority of Directors then in office. A Director represented by proxy or by an alternate Director at any meeting shall be deemed to be present for the purposes of determining whether or not a quorum is present.

115. A Director who is in any way, whether directly or indirectly, interested in a contract or transaction or proposed contract or transaction with the Company shall declare the nature of his interest at a meeting of the Directors. A general notice given to the Directors by any Director to the effect that he is a member of any specified company or firm and is to be regarded as interested in any contract or transaction which may thereafter be made with that company or firm shall be deemed a sufficient declaration of interest in regard to any contract so made or transaction so consummated. A Director may vote in respect of any contract or transaction or proposed contract or transaction notwithstanding that he may be interested therein and if he does so his vote shall be counted and he may be counted in the quorum at any meeting of the Directors at which any such contract or transaction or proposed contract or transaction shall come before the meeting for consideration.

116. A Director may hold any other office or place of profit under the Company (other than the office of auditor) in conjunction with his office of Director for such period and on such terms (as to remuneration and otherwise) as the Directors may determine and no Director or intending Director shall be disqualified by his office from contracting with the Company either with regard to his tenure of any such other office or place of profit or as vendor, purchaser or otherwise, nor shall any such contract or arrangement entered into by or on behalf of the Company in which any Director is in any way interested be liable to be avoided, nor shall any Director so contracting or being so interested be liable to account to the Company for any profit realised by any such contract or arrangement by reason of such Director holding that office or of the fiduciary relation thereby established. A Director, notwithstanding his interest, may be counted in the quorum present at any meeting of the Directors whereat he or any other Director is appointed to hold any such office or place of profit under the Company or whereat the terms of any such appointment are arranged and he may vote on any such appointment or arrangement.

117. Any Director may act by himself or through his firm in a professional capacity for the Company, and he or his firm shall be entitled to remuneration for professional services as if he were not a Director; provided that nothing herein contained shall authorise a Director or his firm to act as auditor to the Company.

118. The Directors shall cause minutes to be made for the purpose of recording:

(a) all appointments of officers made by the Directors;

(b) the names of the Directors present at each meeting of the Directors and of any committee of the Directors; and

119. When the chairman of a meeting of the Directors signs the minutes of such meeting the same shall be deemed to have been duly held notwithstanding that all the Directors have not actually come together or that there may have been a technical defect in the proceedings.

120. A resolution in writing signed by all the Directors or all the members of a committee of Directors entitled to receive notice of a meeting of Directors or committee of Directors, as the case may be (an alternate Director, subject as provided otherwise in the terms of appointment of the alternate Director, being entitled to sign such a resolution on behalf of his appointer), shall be as valid and effectual as if it had been passed at a duly called and constituted meeting of Directors or committee of Directors, as the case may be. When signed a resolution may consist of several documents each signed by one or more of the Directors or his duly appointed alternate.

121. The continuing Directors may act notwithstanding any vacancy in their body but if and for so long as their number is reduced below the number fixed by or pursuant to these Articles as the necessary quorum of Directors, the continuing Directors may act for the purpose of increasing the number, or of summoning a general meeting of the Company, but for no other purpose.

122. Subject to any regulations imposed on it by the Directors, a committee appointed by the Directors may elect a chairman of its meetings. If no such chairman is elected, or if at any meeting the chairman is not present within fifteen minutes after the time appointed for holding the meeting, the committee members present may choose one of their number to be chairman of the meeting.

123. A committee appointed by the Directors may meet and adjourn as it thinks proper. Subject to any regulations imposed on it by the Directors, questions arising at any meeting shall be determined by a majority of votes of the committee members present and in case of an equality of votes the chairman shall have a second or casting vote.

124. All acts done by any meeting of the Directors or of a committee of Directors, or by any Person acting as a Director, shall notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such Director or Person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such Person had been duly appointed and was qualified to be a Director.

PRESUMPTION OF ASSENT

125. A Director who is present at a meeting of the Board of Directors at which an action on any Company matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent from such action with the person acting as the chairman or secretary of the meeting before the adjournment thereof or shall forward such dissent by registered post to such person immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favour of such action.

DIVIDENDS

126. Subject to any rights and restrictions for the time being attached to any Shares, the Directors may from time to time declare dividends (including interim dividends) and other distributions on Shares in issue and authorise payment of the same out of the funds of the Company lawfully available therefor.

127. Subject to any rights and restrictions for the time being attached to any Shares, the Company by Ordinary Resolution may declare dividends, but no dividend shall exceed the amount recommended by the Directors.

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

129. Any dividend payable in cash to the holder of Shares may be paid in any manner determined by the Directors. If paid by cheque it will be sent by mail addressed to the holder at his address in the Register, or addressed to such person and at such addresses as the holder may direct. Every such cheque or warrant shall, unless the holder or joint holders otherwise direct, be made payable to the order of the holder or, in the case of joint holders, to the order of the holder whose name stands first on the Register in respect of such Shares, and shall be sent at his or their risk and payment of the cheque or warrant by the bank on which it is drawn shall constitute a good discharge to the Company.

130. The Directors may determine that a dividend shall be paid wholly or partly by the distribution of specific assets (which may consist of the shares or securities of any other company) and may settle all questions concerning such distribution. Without limiting the generality of the foregoing, the Directors may fix the value of such specific assets, may determine that cash payment shall be made to some Shareholders in lieu of specific assets and may vest any such specific assets in trustees on such terms as the Directors think fit.

131. Subject to any rights and restrictions for the time being attached to any Shares, all dividends shall be declared and paid according to the amounts paid up on the Shares, but if and for so long as nothing is paid up on any of the Shares dividends may be declared and paid according to the par value of the Shares. No amount paid on a Share in advance of calls shall, while carrying interest, be treated for the purposes of this Article as paid on the Share.

132. If several Persons are registered as joint holders of any Share, any of them may give effective receipts for any dividend or other moneys payable on or in respect of the Share.

133. No dividend shall bear interest against the Company.

134. Any dividend unclaimed after a period of six calendar years from the date of declaration of such dividend may be forfeited by the Board of Directors and, if so forfeited, shall revert to the Company.

ACCOUNTS, AUDIT AND ANNUAL RETURN AND DECLARATION

135. The books of account relating to the Company’s affairs shall be kept in such manner as may be determined from time to time by the Directors.

136. The books of account shall be kept at the Registered Office, or at such other place or places as the Directors think fit, and shall always be open to the inspection of the Directors.

137. The Directors may from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of the Company or any of them shall be open to the inspection of Shareholders not being Directors, and no Shareholder (not being a Director) shall have any right to inspect any account or book or document of the Company except as conferred by law or authorised by the Directors or by Ordinary Resolution.

138. The accounts relating to the Company’s affairs shall be audited in such manner and with such financial year end as may be determined from time to time by the Directors or failing any determination as aforesaid shall not be audited.

139. The Directors may appoint an auditor of the Company who shall hold office until removed from office by a resolution of the Directors and may fix his or their remuneration.

140. 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.

141. The auditors shall, if so required by the Directors, make a report on the accounts of the Company during their tenure of office at the next annual general meeting following their appointment, and at any time during their term of office, upon request of the Directors or any general meeting of the Members.

142. The Directors in each calendar year shall prepare, or cause to be prepared, an annual return and declaration setting forth the particulars required by the Companies Law and deliver a copy thereof to the Registrar of Companies in the Cayman Islands.

CAPITALISATION OF RESERVES

143. Subject to the Companies Law, the Directors may:

(a) resolve to capitalise an amount standing to the credit of reserves (including a Share Premium Account, capital redemption reserve and profit and loss account), which is available for distribution;

(b) appropriate the sum resolved to be capitalised to the Shareholders in proportion to the nominal amount of Shares (whether or not fully paid) held by them respectively and apply that sum on their behalf in or towards:

(i) paying up the amounts (if any) for the time being unpaid on Shares held by them respectively, or

(ii) paying up in full unissued Shares or debentures of a nominal amount equal to that sum,

and allot the Shares or debentures, credited as fully paid, to the Shareholders (or as they may direct) in those proportions, or partly in one way and partly in the other, but the Share Premium Account, the capital redemption reserve and profits which are not available for distribution may, for the purposes of this Article, only be applied in paying up unissued Shares to be allotted to Shareholders credited as fully paid;

(c) make any arrangements they think fit to resolve a difficulty arising in the distribution of a capitalised reserve and in particular, without limitation, where Shares or debentures become distributable in fractions the Directors may deal with the fractions as they think fit;

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

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

(ii) the payment by the Company on behalf of the Shareholders (by the application of their respective proportions of the reserves resolved to be capitalised) of the amounts or part of the amounts remaining unpaid on their existing Shares,

and any such agreement made under this authority being effective and binding on all those Shareholders; and

(e) generally do all acts and things required to give effect to the resolution.

144. Notwithstanding any provisions in these Articles, the Directors may resolve to capitalise an amount standing to the credit of reserves (including the share premium account, capital redemption reserve and profit and loss account) or otherwise available for distribution by applying such sum in paying up in full unissued Shares to be allotted and issued to:

(a) employees (including Directors) or service providers of the Company or its Affiliates upon exercise or vesting of any options or awards granted under any share incentive scheme or employee benefit scheme or other arrangement which relates to such persons that has been adopted or approved by the Directors or the Members;

(b) any trustee of any trust or administrator of any share incentive scheme or employee benefit scheme to whom shares are to be allotted and issued by the Company in connection with the operation of any share incentive scheme or employee benefit scheme or other arrangement which relates to such persons that has been adopted or approved by the Directors or Members; or

(c) any depositary of the Company for the purposes of the issue, allotment and delivery by the depositary of ADSs to employees (including Directors) or service providers of the Company or its Affiliates upon exercise or vesting of any options or awards granted under any share incentive scheme or employee benefit scheme or other arrangement which relates to such persons that has been adopted or approved by the Directors or the Members.

SHARE PREMIUM ACCOUNT

145. The Directors shall in accordance with the Companies Law establish a Share Premium Account and shall carry to the credit of such account from time to time a sum equal to the amount or value of the premium paid on the issue of any Share.

146. There shall be debited to any Share Premium Account on the redemption or purchase of a Share the difference between the nominal value of such Share and the redemption or purchase price provided always that at the discretion of the Directors such sum may be paid out of the profits of the Company or, if permitted by the Companies Law, out of capital.

NOTICES

147. Except as otherwise provided in these Articles, any notice or document may be served by the Company or by the Person entitled to give notice to any Shareholder either personally, or by posting it by airmail or a recognised courier service in a prepaid letter addressed to such Shareholder at his address as appearing in the Register, or by electronic mail to any electronic mail address such Shareholder may have specified in writing for the purpose of such service of notices, or by facsimile to any facsimile number such Shareholder may have specified in writing for the purpose of such service of notices, or by placing it on the Company’s Website should the Directors deem it appropriate. In the case of joint holders of a Share, all notices shall be given to that one of the joint holders whose name stands first in the Register in respect of the joint holding, and notice so given shall be sufficient notice to all the joint holders.

148. Notices sent from one country to another shall be sent or forwarded by prepaid airmail or a recognised courier service.

149. Any Shareholder present, either personally or by proxy, at any meeting of the Company shall for all purposes be deemed to have received due notice of such meeting and, where requisite, of the purposes for which such meeting was convened.

150. Any notice or other document, if served by:

(a) post, shall be deemed to have been served five calendar days after the time when the letter containing the same is posted;

(b) facsimile, shall be deemed to have been served upon production by the transmitting facsimile machine of a report confirming transmission of the facsimile in full to the facsimile number of the recipient;

(c) recognised courier service, shall be deemed to have been served 48 hours after the time when the letter containing the same is delivered to the courier service; or

(d) electronic means, shall be deemed to have been served immediately (i) upon the time of the transmission to the electronic mail address supplied by the Shareholder to the Company or (ii) upon the time of its placement on the Company’s Website.

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

151. Any notice or document delivered or sent by post to or left at the registered address of any Shareholder in accordance with the terms of these Articles shall notwithstanding that such Shareholder be then dead or bankrupt, and whether or not the Company has notice of his death or bankruptcy, be deemed to have been duly served in respect of any Share registered in the name of such Shareholder as sole or joint holder, unless his name shall at the time of the service of the notice or document have been removed from the Register as the holder of the Share, and such service shall for all purposes be deemed a sufficient service of such notice or document on all Persons interested (whether jointly with or as claiming through or under him) in the Share.

152. Notice of every general meeting of the Company shall be given to:

(a) all Shareholders holding Shares with the right to receive notice and who have supplied to the Company an address for the giving of notices to them; and

(b) every Person entitled to a Share in consequence of the death or bankruptcy of a Shareholder, who but for his death or bankruptcy would be entitled to receive notice of the meeting.

No other Person shall be entitled to receive notices of general meetings.

INFORMATION

153. Subject to the relevant laws, rules and regulations applicable to the Company, no Member shall be entitled to require discovery of any information in respect of any detail of the Company’s trading or any information which is or may be in the nature of a trade secret or secret process which may relate to the conduct of the business of the Company and which in the opinion of the Board would not be in the interests of the Members of the Company to communicate to the public.

154. Subject to due compliance with the relevant laws, rules and regulations applicable to the Company, the Board shall be entitled to release or disclose any information in its possession, custody or control regarding the Company or its affairs to any of its Members including, without limitation, information contained in the Register and transfer books of the Company.

INDEMNITY

155. Every Director (including for the purposes of this Article any alternate Director appointed pursuant to the provisions of these Articles), Secretary, assistant Secretary, or other officer for the time being and from time to time of the Company (but not including the Company’s auditors) and the personal representatives of the same (each an “Indemnified Person”) shall be indemnified and secured harmless against all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by such Indemnified Person, other than by reason of such Indemnified Person’s own dishonesty, willful default or fraud, in or about the conduct of the Company’s business or affairs (including as a result of any mistake of judgment) or in the execution or discharge of his duties, powers, authorities or discretions, including without prejudice to the generality of the foregoing, any costs, expenses, losses or liabilities incurred by such Indemnified Person in defending (whether successfully or otherwise) any civil proceedings concerning the Company or its affairs in any court whether in the Cayman Islands or elsewhere.

156. No Indemnified Person shall be liable:

(a) for the acts, receipts, neglects, defaults or omissions of any other Director or officer or agent of the Company; or

(b) for any loss on account of defect of title to any property of the Company; or

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

(e) for any loss occasioned by any negligence, default, breach of duty, breach of trust, error of judgement or oversight on such Indemnified Person’s part; or

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

unless the same shall happen through such Indemnified Person’s own dishonesty, willful default or fraud.

FINANCIAL YEAR

157. Unless the Directors otherwise prescribe, the financial year of the Company shall end on December 31st in each calendar year and shall begin on January 1st in each calendar year.

NON-RECOGNITION OF TRUSTS

158. No Person shall be recognised by the Company as holding any Share upon any trust and the Company shall not, unless required by law, be bound by or be compelled in any way to recognise (even when having notice thereof) any equitable, contingent, future or partial interest in any Share or (except only as otherwise provided by these Articles or as the Companies Law requires) any other right in respect of any Share except an absolute right to the entirety thereof in each Shareholder registered in the Register.

WINDING UP

159. If the Company shall be wound up the liquidator may, with the sanction of a Special Resolution of the Company and any other sanction required by the Companies Law, divide amongst the Members in species or in kind the whole or any part of the assets of the Company (whether they shall consist of property of the same kind or not) and may for that purpose value any assets and determine how the division shall be carried out as between the Members or different classes of Members. The liquidator may, with the like sanction, vest the whole or any part of such assets in trustees upon such trusts for the benefit of the Members as the liquidator, with the like sanction, shall think fit, but so that no Member shall be compelled to accept any asset upon which there is a liability.

160. If the Company shall be wound up, and the assets available for distribution amongst the Members shall be insufficient to repay the whole of the share capital, such assets shall be distributed so that, as nearly as may be, the losses shall be borne by the Members in proportion to the par value of the Shares held by them. If in a winding up the assets available for distribution amongst the Members shall be more than sufficient to repay the whole of the share capital at the commencement of the winding up, the surplus shall be distributed amongst the Members in proportion to the par value of the Shares held by them at the commencement of the winding up subject to a deduction from those Shares in respect of which there are monies due, of all monies payable to the Company for unpaid calls or otherwise. This Article is without prejudice to the rights of the holders of Shares issued upon special terms and conditions.

AMENDMENT OF ARTICLES OF ASSOCIATION

161. Subject to the Companies Law, the Company may at any time and from time to time by Special Resolution alter or amend these Articles in whole or in part.

CLOSING OF REGISTER OR FIXING RECORD DATE

162. For the purpose of determining those Shareholders that are entitled to receive notice of, attend or vote at any meeting of Shareholders or any adjournment thereof, or those Shareholders that are entitled to receive payment of any dividend, or in order to make a determination as to who is a Shareholder for any other purpose, the Directors may provide that the Register shall be closed for transfers for a stated period which shall not exceed in any case thirty calendar days in any calendar year.

163. In lieu of or apart from closing the Register, the Directors may fix in advance a date as the record date for any such determination of those Shareholders that are entitled to receive notice of, attend or vote at a meeting of the Shareholders and for the purpose of determining those Shareholders that are entitled to receive payment of any dividend the Directors may, at or within ninety calendar days prior to the date of declaration of such dividend, fix a subsequent date as the record date for such determination.

164. If the Register is not so closed and no record date is fixed for the determination of those Shareholders entitled to receive notice of, attend or vote at a meeting of Shareholders or those Shareholders that are entitled to receive payment of a dividend, the date on which notice of the meeting is posted or the date on which the resolution of the Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of Shareholders. When a determination of those Shareholders that are entitled to receive notice of, attend or vote at a meeting of Shareholders has been made as provided in this Article, such determination shall apply to any adjournment thereof.

REGISTRATION BY WAY OF CONTINUATION

165. The Company may by Special Resolution resolve to be registered by way of continuation in a jurisdiction outside the Cayman Islands or such other jurisdiction in which it is for the time being incorporated, registered or existing. In furtherance of a resolution adopted pursuant to this Article, the Directors may cause an application to be made to the Registrar of Companies to deregister the Company in the Cayman Islands or such other jurisdiction in which it is for the time being incorporated, registered or existing and may cause all such further steps as they consider appropriate to be taken to effect the transfer by way of continuation of the Company.

DISCLOSURE

166. The Directors, or any service providers (including the officers, the Secretary and the registered office agent of the Company) specifically authorised by the Directors, shall be entitled to disclose to any regulatory or judicial authority or to any stock exchange on which securities of the Company may from time to time be listed any information regarding the affairs of the Company including without limitation information contained in the Register and books of the Company.

Exhibit 4.2

PINTEC TECHNOLOGY HOLDINGS LIMITED

Number	Class A/B Ordinary Shares
[-]	- [-] -

Incorporated under the laws of the Cayman Islands

Share capital is US$50,000 divided into (i) 348,217,505 Class A Ordinary Shares of US$0.000125 par value each; and (ii) 51,782,495 Class B Ordinary Shares of US$0.000125 par value each

THIS IS TO CERTIFY THAT [-] is the registered holder of [-] Class A/B Ordinary Shares in the above-named Company subject to the Third Amended and Restated Memorandum and Articles of Association thereof.

EXECUTED on behalf of the said Company on the day of 2018 by:

DIRECTOR

Exhibit 4.3

PINTEC TECHNOLOGY HOLDINGS LIMITED

AND

THE BANK OF NEW YORK MELLON

As Depositary

AND

OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES

Deposit Agreement

__________, 2018

TABLE OF CONTENTS

ARTICLE 1.		DEFINITIONS	1
	SECTION 1.1. American Depositary Shares		1
	SECTION 1.2. Commission		2
	SECTION 1.3. Company		2
	SECTION 1.4. Custodian		2
	SECTION 1.5. Delisting Event		2
	SECTION 1.6. Deliver; Surrender		2
	SECTION 1.7. Deposit Agreement		3
	SECTION 1.8. Depositary; Depositary’s Office		3
	SECTION 1.9. Deposited Securities		3
	SECTION 1.10. Disseminate		3
	SECTION 1.11. Dollars		4
	SECTION 1.12.DTC		4
	SECTION 1.13. Foreign Registrar		4
	SECTION 1.14. Holder		4
	SECTION 1.15. Insolvency Event		4
	SECTION 1.16. Owner		4
	SECTION 1.17. Receipts		5
	SECTION 1.18. Registrar		5
	SECTION 1.19. Replacement		5
	SECTION 1.20. Restricted Securities		5
	SECTION 1.21. Securities Act of 1933		5
	SECTION 1.22. Shares		5
	SECTION 1.23. SWIFT		6
	SECTION 1.24. Termination Option Event		6

ARTICLE 2.		FORM OF RECEIPTS, DEPOSIT OF SHARES, DELIVERY, TRANSFER AND SURRENDER OF AMERICAN DEPOSITARY SHARES	6
	SECTION 2.1. Form of Receipts; Registration and Transferability of American Depositary Shares		6
	SECTION 2.2. Deposit of Shares		7
	SECTION 2.3. Delivery of American Depositary Shares		8
	SECTION 2.4. Registration of Transfer of American Depositary Shares; Combination and Split-up of Receipts; Interchange of Certificated and Uncertificated American Depositary Shares		8
	SECTION 2.5. Surrender of American Depositary Shares and Withdrawal of Deposited Securities		9

	SECTION 2.6. Limitations on Delivery, Transfer and Surrender of American Depositary Shares		10
	SECTION 2.7. Lost Receipts, etc.		11
	SECTION 2.8. Cancellation and Destruction of Surrendered Receipts		11
	SECTION 2.9. DTC Direct Registration System and Profile Modification System		11

ARTICLE 3.		CERTAIN OBLIGATIONS OF OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES	12
	SECTION 3.1. Filing Proofs, Certificates and Other Information		12
	SECTION 3.2. Liability of Owner for Taxes		12
	SECTION 3.3. Warranties on Deposit of Shares		13
	SECTION 3.4. Disclosure of Interests		13

ARTICLE 4.		THE DEPOSITED SECURITIES	14
	SECTION 4.1. Cash Distributions		14
	SECTION 4.2. Distributions Other Than Cash, Shares or Rights		14
	SECTION 4.3. Distributions in Shares		15
	SECTION 4.4. Rights		16
	SECTION 4.5. Conversion of Foreign Currency		17
	SECTION 4.6. Fixing of Record Date		18
	SECTION 4.7. Voting of Deposited Shares		19
	SECTION 4.8. Tender and Exchange Offers; Redemption, Replacement or Cancellation of Deposited Securities		20
	SECTION 4.9. Reports		22
	SECTION 4.10. Lists of Owners		22
	SECTION 4.11. Withholding		22

ARTICLE 5.		THE DEPOSITARY, THE CUSTODIANS AND THE COMPANY	23
	SECTION 5.1. Maintenance of Office and Transfer Books by the Depositary		23
	SECTION 5.2. Prevention or Delay of Performance by the Company or the Depositary		23
	SECTION 5.3. Obligations of the Depositary and the Company		24
	SECTION 5.4. Resignation and Removal of the Depositary		25
	SECTION 5.5. The Custodians		26
	SECTION 5.6. Notices and Reports		26
	SECTION 5.7. Distribution of Additional Shares, Rights, etc.		27
	SECTION 5.8. Indemnification		28
	SECTION 5.9. Charges of Depositary		29
	SECTION 5.10. Retention of Depositary Documents		29

	SECTION 5.11. Exclusivity		30
	SECTION 5.12. Information for Regulatory Compliance		30

ARTICLE 6.		AMENDMENT AND TERMINATION	30
	SECTION 6.1. Amendment		30
	SECTION 6.2. Termination		31

ARTICLE 7.		MISCELLANEOUS	32
	SECTION 7.1. Counterparts; Signatures		32
	SECTION 7.2. No Third Party Beneficiaries		32
	SECTION 7.3. Severability		32
	SECTION 7.4. Owners and Holders as Parties; Binding Effect		32
	SECTION 7.5. Notices		33
	SECTION 7.6. Arbitration; Settlement of Disputes		33
	SECTION 7.7. Appointment of Agent for Service of Process; Submission to Jurisdiction; Jury Trial Waiver		34
	SECTION 7.8. Waiver of Immunities		35
	SECTION 7.9. Governing Law		35

iii

DEPOSIT AGREEMENT

DEPOSIT AGREEMENT dated as of __________, 2018 among PINTEC TECHNOLOGY HOLDINGS LIMITED, a company incorporated under the laws of the Cayman Islands (herein called the Company), THE BANK OF NEW YORK MELLON, a New York banking corporation (herein called the Depositary), and all Owners and Holders (each as hereinafter defined) from time to time of American Depositary Shares issued hereunder.

W I T N E S S E T H:

WHEREAS, the Company desires to provide, as set forth in this Deposit Agreement, for the deposit of Shares (as hereinafter defined) of the Company from time to time with the Depositary or with the Custodian (as hereinafter defined) under this Deposit Agreement, for the creation of American Depositary Shares representing the Shares so deposited and for the execution and delivery of American Depositary Receipts evidencing the American Depositary Shares; and

WHEREAS, the American Depositary Receipts are to be substantially in the form of Exhibit A annexed to this Deposit Agreement, with appropriate insertions, modifications and omissions, as set forth in this Deposit Agreement;

NOW, THEREFORE, in consideration of the premises, it is agreed by and between the parties hereto as follows:

ARTICLE 1. DEFINITIONS

The following definitions shall for all purposes, unless otherwise clearly indicated, apply to the respective terms used in this Deposit Agreement:

SECTION 1.1. American Depositary Shares.

The term “ American Depositary Shares ” shall mean the securities created under this Deposit Agreement representing rights with respect to the Deposited Securities. American Depositary Shares may be certificated securities evidenced by Receipts or uncertificated securities. The form of Receipt annexed as Exhibit A to this Deposit Agreement shall be the prospectus required under the Securities Act of 1933 for sales of both certificated and uncertificated American Depositary Shares. Except for those provisions of this Deposit Agreement that refer specifically to Receipts, all the provisions of this Deposit Agreement shall apply to both certificated and uncertificated American Depositary Shares.

Each American Depositary Share shall represent the number of Shares specified in Exhibit A to this Deposit Agreement, except that , if there is a distribution upon Deposited Securities covered by Section 4.3, a change in Deposited Securities covered by Section 4.8 with respect to which additional American Depositary Shares are not delivered or a sale of Deposited Securities under Section 3.2 or 4.8, each American Depositary Share shall thereafter represent the amount of Shares or other Deposited Securities that are then on deposit per American Depositary Share after giving effect to that distribution, change or sale.

SECTION 1.2. Commission.

The term “ Commission ” shall mean the Securities and Exchange Commission of the United States or any successor governmental agency in the United States.

SECTION 1.3. Company.

The term “ Company ” shall mean Pintec Technology Holdings Limited, a company incorporated under the laws of the Cayman Islands, and its successors.

SECTION 1.4. Custodian.

The term “ Custodian ” shall mean The Hongkong and Shanghai Banking Corporation Limited, as custodian for the Depositary in Hong Kong for the purposes of this Deposit Agreement, and any other firm or corporation the Depositary appoints under Section 5.5 as a substitute or additional custodian under this Deposit Agreement, and shall also mean all of them collectively.

SECTION 1.5. Delisting Event.

A “ Delisting Event ” occurs if the American Depositary Shares are delisted from a securities exchange on which the American Depositary Shares were listed and the Company has not listed or applied to list the American Depositary Shares on any other securities exchange.

SECTION 1.6. Deliver; Surrender.

(a) The term “ deliver ”, or its noun form, when used with respect to Shares or other Deposited Securities, shall mean (i) book-entry transfer of those Shares or other Deposited Securities to an account maintained by an institution authorized under applicable law to effect transfers of such securities designated by the person entitled to that delivery or (ii) physical transfer of certificates evidencing those Shares or other Deposited Securities registered in the name of, or duly endorsed or accompanied by proper instruments of transfer to, the person entitled to that delivery.

(b) The term “ deliver ”, or its noun form, when used with respect to American Depositary Shares, shall mean (i) registration of those American Depositary Shares in the name of DTC or its nominee and book-entry transfer of those American Depositary Shares to an account at DTC designated by the person entitled to that delivery, (ii) registration of those American Depositary Shares not evidenced by a Receipt on the books of the Depositary in the name requested by the person entitled to that delivery and mailing to that person of a statement confirming that registration or (iii) if requested by the person entitled to that delivery, execution and delivery at the Depositary’s Office to the person entitled to that delivery of one or more Receipts evidencing those American Depositary Shares registered in the name requested by that person.

(c) The term “ surrender ”, when used with respect to American Depositary Shares, shall mean (i) one or more book-entry transfers of American Depositary Shares to the DTC account of the Depositary, (ii) delivery to the Depositary at its Office of an instruction to surrender American Depositary Shares not evidenced by a Receipt or (iii) surrender to the Depositary at its Office of one or more Receipts evidencing American Depositary Shares.

SECTION 1.7. Deposit Agreement.

The term “ Deposit Agreement ” shall mean this Deposit Agreement, as it may be amended from time to time in accordance with its provisions.

SECTION 1.8. Depositary; Depositary’s Office.

The term “ Depositary ” shall mean The Bank of New York Mellon, a New York banking corporation, and any successor as depositary under this Deposit Agreement. The term “ Office ”, when used with respect to the Depositary, shall mean the office at which its depositary receipts business is administered, which, at the date of this Deposit Agreement, is located at 240 Greenwich Street, New York, New York 10286.

SECTION 1.9. Deposited Securities.

The term “ Deposited Securities ” as of any time shall mean Shares at such time deposited or deemed to be deposited under this Deposit Agreement, including without limitation, Shares that have not been successfully delivered upon surrender of American Depositary Shares, and any and all other securities, property and cash received by the Depositary or the Custodian in respect of Deposited Securities and at that time held under this Deposit Agreement.

SECTION 1.10. Disseminate.

The term “ Disseminate ,” when referring to a notice or other information to be sent by the Depositary to Owners, shall mean (i) sending that information to Owners in paper form by mail or another means or (ii) with the consent of Owners, another procedure that has the effect of making the information available to Owners, which may include (A) sending the information by electronic mail or electronic messaging or (B) sending in paper form or by electronic mail or messaging a statement that the information is available and may be accessed by the Owner on an Internet website and that it will be sent in paper form upon request by the Owner, when that information is so available and is sent in paper form as promptly as practicable upon request.

SECTION 1.11. Dollars.

The term “ Dollars ” shall mean United States dollars.

SECTION 1.12. DTC.

The term “ DTC ” shall mean The Depository Trust Company or its successor.

SECTION 1.13. Foreign Registrar.

The term “ Foreign Registrar ” shall mean the entity that carries out the duties of registrar for the Shares and any other agent of the Company for the transfer and registration of Shares, including, without limitation, any securities depository for the Shares.

SECTION 1.14. Holder.

The term “ Holder ” shall mean any person holding a Receipt or a security entitlement or other interest in American Depositary Shares, whether for its own account or for the account of another person, but that is not the Owner of that Receipt or those American Depositary Shares.

SECTION 1.15. Insolvency Event.

An “ Insolvency Event ” occurs if the Company institutes proceedings to be adjudicated as bankrupt or insolvent, consents to the institution of bankruptcy or insolvency proceedings against it, files a petition or answer or consent seeking reorganization or relief under any applicable law in respect of bankruptcy or insolvency, consents to the filing of any petition of that kind or to the appointment of a receiver, liquidator, assignee, trustee, custodian or sequestrator (or other similar official) of it or any substantial part of its property or makes an assignment for the benefit of creditors, or if information becomes publicly available indicating that causes the Depositary to expect unsecured claims against the Company not to be paid.

SECTION 1.16. Owner.

The term “ Owner ” shall mean the person in whose name American Depositary Shares are registered on the books of the Depositary maintained for that purpose.

SECTION 1.17. Receipts.

The term “ Receipts ” shall mean the American Depositary Receipts issued under this Deposit Agreement evidencing certificated American Depositary Shares, as the same may be amended from time to time in accordance with the provisions of this Deposit Agreement.

SECTION 1.18. Registrar.

The term “ Registrar ” shall mean any corporation or other entity that is appointed by the Depositary to register American Depositary Shares and transfers of American Depositary Shares as provided in this Deposit Agreement.

SECTION 1.19. Replacement.

The term “ Replacement ” shall have the meaning assigned to it in Section 4.8.

SECTION 1.20. Restricted Securities.

The term “ Restricted Securities ” shall mean Shares that (i) are “restricted securities,” as defined in Rule 144 under the Securities Act of 1933, except for Shares that could be resold in reliance on Rule 144 without any conditions, (ii) are beneficially owned by an officer, director (or person performing similar functions) or other affiliate of the Company, (iii) otherwise would require registration under the Securities Act of 1933 in connection with the public offer and sale thereof in the United States or (iv) are subject to other restrictions on sale or deposit under the laws of the Cayman Islands, a shareholder agreement or the articles of association or similar document of the Company.

SECTION 1.21. Securities Act of 1933.

The term “ Securities Act of 1933 ” shall mean the United States Securities Act of 1933, as from time to time amended.

SECTION 1.22. Shares.

The term “ Shares ” shall mean Class A ordinary shares of the Company that are validly issued and outstanding, fully paid and nonassessable and that were not issued in violation of any pre-emptive or similar rights of the holders of outstanding securities of the Company; provided , however , that, if there shall occur any change in nominal or par value, a split-up or consolidation or any other reclassification or, upon the occurrence of an event described in Section 4.8, an exchange or conversion in respect of the Shares of the Company, the term “Shares” shall thereafter also mean the successor securities resulting from such change in nominal or par value, split-up or consolidation or such other reclassification or such exchange or conversion.

SECTION 1.23. SWIFT.

The term “ SWIFT ” shall mean the financial messaging network operated by the Society for Worldwide Interbank Financial Telecommunication, or its successor.

SECTION 1.24. Termination Option Event.

The term “ Termination Option Event ” shall mean an event of a kind defined as such in Section 4.1, 4.2 or 4.8.

ARTICLE 2. FORM OF RECEIPTS, DEPOSIT OF SHARES, DELIVERY, TRANSFER AND SURRENDER OF AMERICAN DEPOSITARY SHARES

SECTION 2.1. Form of Receipts; Registration and Transferability of American Depositary Shares.

Definitive Receipts shall be substantially in the form set forth in Exhibit A to this Deposit Agreement, with appropriate insertions, modifications and omissions, as permitted under this Deposit Agreement. No Receipt shall be entitled to any benefits under this Deposit Agreement or be valid or obligatory for any purpose, unless that Receipt has been (i) executed by the Depositary by the manual signature of a duly authorized officer of the Depositary or (ii) executed by the facsimile signature of a duly authorized officer of the Depositary and countersigned by the manual signature of a duly authorized signatory of the Depositary or the Registrar or a co-registrar. The Depositary shall maintain books on which (x) each Receipt so executed and delivered as provided in this Deposit Agreement and each transfer of that Receipt and (y) all American Depositary Shares delivered as provided in this Deposit Agreement and all registrations of transfer of American Depositary Shares, shall be registered. A Receipt bearing the facsimile signature of a person that was at any time a proper officer of the Depositary shall, subject to the other provisions of this paragraph, bind the Depositary, even if that person was not a proper officer of the Depositary on the date of issuance of that Receipt.

The Receipts and statements confirming registration of American Depositary Shares may have incorporated in or attached to them such legends or recitals or modifications not inconsistent with the provisions of this Deposit Agreement as may be required by the Depositary or required to comply with any applicable law or regulations thereunder or with the rules and regulations of any securities exchange upon which American Depositary Shares may be listed or to conform with any usage with respect thereto, or to indicate any special limitations or restrictions to which any particular Receipts and American Depositary Shares are subject by reason of the date of issuance of the underlying Deposited Securities or otherwise.

American Depositary Shares evidenced by a Receipt, when the Receipt is properly endorsed or accompanied by proper instruments of transfer, shall be transferable as certificated registered securities under the laws of the State of New York. American Depositary Shares not evidenced by Receipts shall be transferable as uncertificated registered securities under the laws of the State of New York. The Depositary, notwithstanding any notice to the contrary, may treat the Owner of American Depositary Shares as the absolute owner thereof for the purpose of determining the person entitled to distribution of dividends or other distributions or to any notice provided for in this Deposit Agreement and for all other purposes, and neither the Depositary nor the Company shall have any obligation or be subject to any liability under this Deposit Agreement to any Holder of American Depositary Shares (but only to the Owner of those American Depositary Shares).

SECTION 2.2. Deposit of Shares.

Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited under this Deposit Agreement by delivery thereof to any Custodian, accompanied by any appropriate instruments or instructions for transfer, or endorsement, in form satisfactory to the Custodian.

As conditions of accepting Shares for deposit, the Depositary may require (i) any certification required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, (ii) a written order directing the Depositary to deliver to, or upon the written order of, the person or persons stated in that order American Depositary Shares representing those deposited Shares, (iii) evidence satisfactory to the Depositary that those Shares have been re-registered in the books of the Company or the Foreign Registrar in the name of the Depositary, a Custodian or a nominee of the Depositary or a Custodian, (iv) evidence satisfactory to the Depositary that any necessary approval has been granted by any governmental body in each applicable jurisdiction and (v) an agreement or assignment, or other instrument satisfactory to the Depositary, that provides for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property, that any person in whose name those Shares are or have been recorded may thereafter receive upon or in respect of those Shares, or, in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary.

At the request and risk and expense of a person proposing to deposit Shares, and for the account of that person, the Depositary may receive certificates for Shares to be deposited, together with the other instruments specified in this Section, for the purpose of forwarding those Share certificates to the Custodian for deposit under this Deposit Agreement.

The Depositary shall instruct each Custodian that, upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited under this Deposit Agreement, together with the other documents specified in this Section, that Custodian shall, as soon as transfer and recordation can be accomplished, present that certificate or those certificates to the Company or the Foreign Registrar, if applicable, for transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or that Custodian or its nominee.

Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.

SECTION 2.3. Delivery of American Depositary Shares.

The Depositary shall instruct each Custodian that, upon receipt by that Custodian of any deposit pursuant to Section 2.2, together with the other documents or evidence required under that Section, that Custodian shall notify the Depositary of that deposit and the person or persons to whom or upon whose written order American Depositary Shares are deliverable in respect thereof. Upon receiving a notice of a deposit from a Custodian, or upon the receipt of Shares or evidence of the right to receive Shares by the Depositary, the Depositary, subject to the terms and conditions of this Deposit Agreement, shall deliver, to or upon the order of the person or persons entitled thereto, the number of American Depositary Shares issuable in respect of that deposit, but only upon payment to the Depositary of the fees and expenses of the Depositary for the delivery of those American Depositary Shares as provided in Section 5.9, and of all taxes and governmental charges and fees payable in connection with that deposit and the transfer of the deposited Shares. However , the Depositary shall deliver only whole numbers of American Depositary Shares.

SECTION 2.4. Registration of Transfer of American Depositary Shares; Combination and Split-up of Receipts; Interchange of Certificated and Uncertificated American Depositary Shares.

The Depositary, subject to the terms and conditions of this Deposit Agreement, shall register a transfer of American Depositary Shares on its transfer books upon (i) in the case of certificated American Depositary Shares, surrender of the Receipt evidencing those American Depositary Shares, by the Owner or by a duly authorized attorney, properly endorsed or accompanied by proper instruments of transfer or (ii) in the case of uncertificated American Depositary Shares, receipt from the Owner of a proper instruction (including, for the avoidance of doubt, instructions through DRS and Profile as provided in Section 2.9), and, in either case, duly stamped as may be required by the laws of the State of New York and of the United States of America. Upon registration of a transfer, the Depositary shall deliver the transferred American Depositary Shares to or upon the order of the person entitled thereto.

The Depositary, subject to the terms and conditions of this Deposit Agreement, shall upon surrender of a Receipt or Receipts for the purpose of effecting a split-up or combination of such Receipt or Receipts, execute and deliver a new Receipt or Receipts for any authorized number of American Depositary Shares requested, evidencing the same aggregate number of American Depositary Shares as the Receipt or Receipts surrendered.

The Depositary, upon surrender of certificated American Depositary Shares for the purpose of exchanging for uncertificated American Depositary Shares, shall cancel the Receipt evidencing those certificated American Depositary Shares and send the Owner a statement confirming that the Owner is the owner of the same number of uncertificated American Depositary Shares. The Depositary, upon receipt of a proper instruction (including, for the avoidance of doubt, instructions through DRS and Profile as provided in Section 2.9) from the Owner of uncertificated American Depositary Shares for the purpose of exchanging for certificated American Depositary Shares, shall cancel those uncertificated American Depositary Shares and register and deliver to the Owner a Receipt evidencing the same number of certificated American Depositary Shares.

The Depositary may appoint one or more co-transfer agents for the purpose of effecting registration of transfers of American Depositary Shares and combinations and split-ups of Receipts at designated transfer offices on behalf of the Depositary. In carrying out its functions, a co-transfer agent may require evidence of authority and compliance with applicable laws and other requirements by Owners or persons entitled to American Depositary Shares and will be entitled to protection and indemnity to the same extent as the Depositary.

SECTION 2.5. Surrender of American Depositary Shares and Withdrawal of Deposited Securities.

As a condition of accepting a surrender of American Depositary Shares for the purpose of withdrawal of Deposited Securities, the Depositary may require (i) that each surrendered Receipt be properly endorsed in blank or accompanied by proper instruments of transfer in blank and (ii) that the surrendering Owner execute and deliver to the Depositary a written order directing the Depositary to cause the Deposited Securities being withdrawn to be delivered to or upon the written order of a person or persons designated in that order.

Thereupon, the Depositary shall direct the Custodian to deliver, subject to Sections 2.6, 3.1 and 3.2, the other terms and conditions of this Deposit Agreement and local market rules and practices, to the surrendering Owner or to or upon the written order of the person or persons designated in the order delivered to the Depositary as above provided, the amount of Deposited Securities represented by the surrendered American Depositary Shares, and the Depositary may charge the surrendering Owner a fee and its expenses for giving that direction by cable (including SWIFT) or facsimile transmission.

If Deposited Securities are delivered physically upon surrender of American Depositary Shares for the purpose of withdrawal, that delivery will be made at the Custodian’s office, except that , at the request, risk and expense of an Owner surrendering American Depositary Shares for withdrawal of Deposited Securities, and for the account of that Owner, the Depositary shall direct the Custodian to forward any cash or other property comprising, and forward a certificate or certificates, if applicable, and other proper documents of title, if any, for, the Deposited Securities represented by the surrendered American Depositary Shares to the Depositary for delivery at the Depositary’s Office or to another address specified in the order received from the surrendering Owner.

SECTION 2.6. Limitations on Delivery, Transfer and Surrender of American Depositary Shares.

As a condition precedent to the delivery, registration of transfer or surrender of any American Depositary Shares or split-up or combination of any Receipt or withdrawal of any Deposited Securities, the Depositary, Custodian or Registrar may require payment from the depositor of Shares or the presenter of the Receipt or instruction for registration of transfer or surrender of American Depositary Shares not evidenced by a Receipt of a sum sufficient to reimburse it for any tax or other governmental charge and any stock transfer or registration fee with respect thereto (including any such tax or charge and fee with respect to Shares being deposited or withdrawn) and payment of any applicable fees as provided in this Deposit Agreement, may require the production of proof satisfactory to it as to the identity and genuineness of any signature and may also require compliance with any regulations the Depositary may establish consistent with the provisions of this Deposit Agreement, including, without limitation, this Section 2.6.

The delivery of American Depositary Shares against deposit of Shares generally or against deposit of particular Shares may be suspended, or the registration of transfer of American Depositary Shares in particular instances may be refused, or the registration of transfer of outstanding American Depositary Shares generally may be suspended, during any period when the transfer books of the Depositary are closed, or if any such action is deemed necessary or advisable by the Depositary or the Company at any time or from time to time because of any requirement of law or of any government or governmental body or commission, or under any provision of this Deposit Agreement, or for any other reason. Notwithstanding anything to the contrary in this Deposit Agreement, the surrender of outstanding American Depositary Shares and withdrawal of Deposited Securities may not be suspended, subject only to (i) temporary delays caused by closing of the transfer books of the Depositary or the Company or the Foreign Registrar, if applicable, or the deposit of Shares in connection with voting at a shareholders’ meeting, or the payment of dividends, (ii) the payment of fees, taxes and similar charges, and (iii) compliance with any U.S. or foreign laws or governmental regulations relating to the American Depositary Shares or to the withdrawal of the Deposited Securities.

The Depositary shall not knowingly accept for deposit under this Deposit Agreement any Shares that, at the time of deposit, are Restricted Securities.

SECTION 2.7. Lost Receipts, etc.

If a Receipt is mutilated, destroyed, lost or stolen, the Depositary shall deliver to the Owner the American Depositary Shares evidenced by that Receipt in uncertificated form or, if requested by the Owner, execute and deliver a new Receipt of like tenor in exchange and substitution for such mutilated Receipt, upon surrender and cancellation of that mutilated Receipt, or in lieu of and in substitution for that destroyed, lost or stolen Receipt. However , before the Depositary will deliver American Depositary Shares in uncertificated form or execute and deliver a new Receipt, in substitution for a destroyed, lost or stolen Receipt, the Owner must (a) file with the Depositary (i) a request for that replacement before the Depositary has notice that the Receipt has been acquired by a bona fide purchaser and (ii) a sufficient indemnity bond and (b) satisfy any other reasonable requirements imposed by the Depositary.

SECTION 2.8. Cancellation and Destruction of Surrendered Receipts.

The Depositary shall cancel all Receipts surrendered to it and is authorized to destroy Receipts so cancelled.

SECTION 2.9. DTC Direct Registration System and Profile Modification System.

(a) Notwithstanding the provisions of Section 2.4, the parties acknowledge that DTC’s Direct Registration System (“ DRS ”) and Profile Modification System (“ Profile ”) apply to the American Depositary Shares upon acceptance thereof to DRS by DTC. DRS is the system administered by DTC that facilitates interchange between registered holding of uncertificated securities and holding of security entitlements in those securities through DTC and a DTC participant. Profile is a required feature of DRS that allows a DTC participant, claiming to act on behalf of an Owner of American Depositary Shares, to direct the Depositary to register a transfer of those American Depositary Shares to DTC or its nominee and to deliver those American Depositary Shares to the DTC account of that DTC participant without receipt by the Depositary of prior authorization from the Owner to register that transfer.

(b) In connection with DRS/Profile, the parties acknowledge that the Depositary will not determine whether the DTC participant that is claiming to be acting on behalf of an Owner in requesting a registration of transfer and delivery as described in paragraph (a) above has the actual authority to act on behalf of that Owner (notwithstanding any requirements under the Uniform Commercial Code). For the avoidance of doubt, the provisions of Sections 5.3 and 5.8 apply to the matters arising from the use of the DRS/Profile. The parties agree that the Depositary’s reliance on and compliance with instructions received by the Depositary through the DRS/Profile system and otherwise in accordance with this Deposit Agreement shall not constitute negligence or bad faith on the part of the Depositary.

ARTICLE 3. CERTAIN OBLIGATIONS OF OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES

SECTION 3.1. Filing Proofs, Certificates and Other Information.

SECTION 3.2. Liability of Owner for Taxes.

If any tax or other governmental charge shall become payable by the Custodian or the Depositary with respect to or in connection with any American Depositary Shares or any Deposited Securities represented by any American Depositary Shares or in connection with a transaction to which Section 4.8 applies, that tax or other governmental charge shall be payable by the Owner of those American Depositary Shares to the Depositary. The Depositary may refuse to register any transfer of those American Depositary Shares or any withdrawal of Deposited Securities represented by those American Depositary Shares until that payment is made, and may withhold any dividends or other distributions or the proceeds thereof, or may sell for the account of the Owner any part or all of the Deposited Securities represented by those American Depositary Shares and apply those dividends or other distributions or the net proceeds of any sale of that kind in payment of that tax or other governmental charge but , even after a sale of that kind, the Owner of those American Depositary Shares shall remain liable for any deficiency. The Depositary shall distribute any net proceeds of a sale made under this Section that are not used to pay taxes or governmental charges to the Owners entitled to them in accordance with Section 4.1. If the number of Shares represented by each American Depositary Share decreases as a result of a sale of Deposited Securities under this Section, the Depositary may call for surrender of the American Depositary Shares to be exchanged on a mandatory basis for a lesser number of American Depositary Shares and may sell American Depositary Shares to the extent necessary to avoid distributing fractions of American Depositary Shares in that exchange and distribute the net proceeds of that sale to the Owners entitled to them.

SECTION 3.3. Warranties on Deposit of Shares.

Every person depositing Shares under this Deposit Agreement shall be deemed thereby to represent and warrant that those Shares and each certificate therefor, if applicable, are validly issued, fully paid and nonassessable and were not issued in violation of any preemptive or similar rights of the holders of outstanding securities of the Company and that the person making that deposit is duly authorized so to do. Every depositing person shall also be deemed to represent that the Shares, at the time of deposit, are not Restricted Securities. All representations and warranties deemed made under this Section shall survive the deposit of Shares and delivery of American Depositary Shares.

SECTION 3.4. Disclosure of Interests.

When required in order to comply with applicable laws and regulations or the articles of association or similar document of the Company, the Company may from time to time request each Owner and Holder to provide to the Depositary information relating to: (a) the capacity in which it holds American Depositary Shares, (b) the identity of any Holders or other persons or entities then or previously interested in those American Depositary Shares and the nature of those interests and (c) any other matter where disclosure of such matter is required for that compliance. Each Owner and Holder agrees to provide all information known to it in response to a request made pursuant to this Section. Each Holder consents to the disclosure by the Depositary and the Owner or any other Holder through which it holds American Depositary Shares, directly or indirectly, of all information responsive to a request made pursuant to this Section relating to that Holder that is known to that Owner or other Holder. The Depositary agrees to use reasonable efforts to comply with written instructions requesting that the Depositary forward any request authorized under this Section to the Owners and to forward to the Company any responses it receives in response to that request. The Depositary may charge the Company a fee and its expenses for complying with requests under this Section 3.4.

ARTICLE 4. THE DEPOSITED SECURITIES

SECTION 4.1. Cash Distributions.

Whenever the Depositary receives any cash dividend or other cash distribution on Deposited Securities, the Depositary shall, subject to the provisions of Section 4.5, convert that dividend or other distribution into Dollars and distribute the amount thus received (net of the fees and expenses of the Depositary as provided in Section 5.9) to the Owners entitled thereto, in proportion to the number of American Depositary Shares representing those Deposited Securities held by them respectively; provided , however , that if the Custodian or the Depositary shall be required to withhold and does withhold from that cash dividend or other cash distribution an amount on account of taxes or other governmental charges, the amount distributed to the Owners of the American Depositary Shares representing those Deposited Securities shall be reduced accordingly. However , the Depositary will not pay any Owner a fraction of one cent, but will round each Owner’s entitlement to the nearest whole cent.

The Company or its agent will remit to the appropriate governmental agency in each applicable jurisdiction all amounts withheld and owing to such agency.

If a cash distribution would represent a return of all or substantially all the value of the Deposited Securities underlying American Depositary Shares, the Depositary may require surrender of those American Depositary Shares and may require payment of or deduct the fee for surrender of American Depositary Shares (whether or not it is also requiring surrender of American Depositary Shares) as a condition of making that cash distribution. A distribution of that kind shall be a Termination Option Event .

SECTION 4.2. Distributions Other Than Cash, Shares or Rights.

Subject to the provisions of Sections 4.11 and 5.9, whenever the Depositary receives any distribution other than a distribution described in Section 4.1, 4.3 or 4.4 on Deposited Securities (but not in exchange for or in conversion or in lieu of Deposited Securities), the Depositary shall cause the securities or property received by it to be distributed to the Owners entitled thereto, after deduction or upon payment of any fees and expenses of the Depositary and any taxes or other governmental charges, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, in any manner that the Depositary deems equitable and practicable for accomplishing that distribution (which may be a distribution of depositary shares representing the securities received); provided , however , that if in the opinion of the Depositary such distribution cannot be made proportionately among the Owners entitled thereto, or if for any other reason (including, but not limited to, any requirement that the Company or the Depositary withhold an amount on account of taxes or other governmental charges or that securities received must be registered under the Securities Act of 1933 in order to be distributed to Owners or Holders) the Depositary deems such distribution not to be lawful and feasible, the Depositary may adopt such other method as it may deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and distribution of the net proceeds of any such sale (net of the fees and expenses of the Depositary as provided in Section 5.9) to the Owners entitled thereto, all in the manner and subject to the conditions set forth in Section 4.1. The Depositary may withhold any distribution of securities under this Section 4.2 if it has not received satisfactory assurances from the Company that the distribution does not require registration under the Securities Act of 1933. The Depositary may sell, by public or private sale, an amount of securities or other property it would otherwise distribute under this Section 4.2 that is sufficient to pay its fees and expenses in respect of that distribution.

If a distribution under this Section 4.2 would represent a return of all or substantially all the value of the Deposited Securities underlying American Depositary Shares, the Depositary may require surrender of those American Depositary Shares and may require payment of or deduct the fee for surrender of American Depositary Shares (whether or not it is also requiring surrender of American Depositary Shares) as a condition of making that distribution. A distribution of that kind shall be a Termination Option Event .

SECTION 4.3. Distributions in Shares.

Whenever the Depositary receives any distribution on Deposited Securities consisting of a dividend in, or free distribution of, Shares, the Depositary may deliver to the Owners entitled thereto, in proportion to the number of American Depositary Shares representing those Deposited Securities held by them respectively, an aggregate number of American Depositary Shares representing the amount of Shares received as that dividend or free distribution, subject to the terms and conditions of this Deposit Agreement with respect to the deposit of Shares and issuance of American Depositary Shares, including withholding of any tax or governmental charge as provided in Section 4.11 and payment of the fees and expenses of the Depositary as provided in Section 5.9 (and the Depositary may sell, by public or private sale, an amount of the Shares received (or American Depositary Shares representing those Shares) sufficient to pay its fees and expenses in respect of that distribution). In lieu of delivering fractional American Depositary Shares, the Depositary may sell the amount of Shares represented by the aggregate of those fractions (or American Depositary Shares representing those Shares) and distribute the net proceeds, all in the manner and subject to the conditions described in Section 4.1. If and to the extent that additional American Depositary Shares are not delivered and Shares or American Depositary Shares are not sold, each American Depositary Share shall thenceforth also represent the additional Shares distributed on the Deposited Securities represented thereby.

If the Company declares a distribution in which holders of Deposited Securities have a right to elect whether to receive cash, Shares or other securities or a combination of those things, or a right to elect to have a distribution sold on their behalf, the Depositary may, after consultation with the Company, make that right of election available for exercise by Owners in any manner the Depositary considers to be lawful and practical. As a condition of making a distribution election right available to Owners, the Depositary may require satisfactory assurances from the Company that doing so does not require registration of any securities under the Securities Act of 1933.

SECTION 4.4. Rights.

(a) If rights are granted to the Depositary in respect of deposited Shares to purchase additional Shares or other securities, the Company and the Depositary shall endeavor to consult as to the actions, if any, the Depositary should take in connection with that grant of rights. The Depositary may, to the extent deemed by it to be lawful and practical (i) if requested in writing by the Company, grant to all or certain Owners rights to instruct the Depositary to purchase the securities to which the rights relate and deliver those securities or American Depositary Shares representing those securities to Owners, (ii) if requested in writing by the Company, deliver the rights to or to the order of certain Owners, or (iii) sell the rights to the extent practicable and distribute the net proceeds of that sale to Owners entitled to those proceeds. To the extent rights are not exercised, delivered or disposed of under (i), (ii) or (iii) above, the Depositary shall permit the rights to lapse unexercised.

(b) If the Depositary will act under (a)(i) above, the Company and the Depositary will enter into a separate agreement setting forth the conditions and procedures applicable to the particular offering. Upon instruction from an applicable Owner in the form the Depositary specified and upon payment by that Owner to the Depositary of an amount equal to the purchase price of the securities to be received upon the exercise of the rights, the Depositary shall, on behalf of that Owner, exercise the rights and purchase the securities. The purchased securities shall be delivered to, or as instructed by, the Depositary. The Depositary shall (i) deposit the purchased Shares under this Deposit Agreement and deliver American Depositary Shares representing those Shares to that Owner or (ii) deliver or cause the purchased Shares or other securities to be delivered to or to the order of that Owner. The Depositary will not act under (a)(i) above unless the offer and sale of the securities to which the rights relate are registered under the Securities Act of 1933 or the Depositary has received an opinion of United States counsel that is satisfactory to it to the effect that those securities may be sold and delivered to the applicable Owners without registration under the Securities Act of 1933.

(c) If the Depositary will act under (a)(ii) above, the Company and the Depositary will enter into a separate agreement setting forth the conditions and procedures applicable to the particular offering. Upon (i) the request of an applicable Owner to deliver the rights allocable to the American Depositary Shares of that Owner to an account specified by that Owner to which the rights can be delivered and (ii) receipt of such documents as the Company and the Depositary agreed to require to comply with applicable law, the Depositary will deliver those rights as requested by that Owner.

(d) If the Depositary will act under (a)(iii) above, the Depositary will use reasonable efforts to sell the rights in proportion to the number of American Depositary Shares held by the applicable Owners and pay the net proceeds to the Owners otherwise entitled to the rights that were sold, upon an averaged or other practical basis without regard to any distinctions among such Owners because of exchange restrictions or the date of delivery of any American Depositary Shares or otherwise.

(e) Payment or deduction of the fees of the Depositary as provided in Section 5.9 and payment or deduction of the expenses of the Depositary and any applicable taxes or other governmental charges shall be conditions of any delivery of securities or payment of cash proceeds under this Section 4.4.

(f) The Depositary shall not be responsible for any failure to determine that it may be lawful or feasible to make rights available to or exercise rights on behalf of Owners in general or any Owner in particular, or to sell rights.

SECTION 4.5. Conversion of Foreign Currency.

Whenever the Depositary or the Custodian receives foreign currency, by way of dividends or other distributions or the net proceeds from the sale of securities, property or rights, and if at the time of the receipt thereof the foreign currency so received can in the judgment of the Depositary be converted on a reasonable basis into Dollars and the resulting Dollars transferred to the United States, the Depositary shall convert or cause to be converted, by sale or in any other manner that it may determine, that foreign currency into Dollars, and those Dollars shall be distributed to the Owners entitled thereto. A cash distribution may be made upon an averaged or other practicable basis without regard to any distinctions among Owners based on exchange restrictions, the date of delivery of any American Depositary Shares or otherwise and shall be net of any expenses of conversion into Dollars incurred by the Depositary as provided in Section 5.9.

If a conversion of foreign currency or the repatriation or distribution of Dollars can be effected only with the approval or license of any government or agency thereof, the Depositary may, but will not be required to, file an application for that approval or license.

If the Depositary determines that in its judgment any foreign currency received by the Depositary or the Custodian is not convertible on a reasonable basis into Dollars transferable to the United States, or if any approval or license of any government or agency thereof that is required for such conversion is not filed or sought by the Depositary or is not obtained within a reasonable period as determined by the Depositary, the Depositary may distribute the foreign currency received by the Depositary to, or in its discretion may hold such foreign currency uninvested and without liability for interest thereon for the respective accounts of, the Owners entitled to receive the same.

If any conversion of foreign currency, in whole or in part, cannot be effected for distribution to some of the Owners entitled thereto, the Depositary may in its discretion make that conversion and distribution in Dollars to the extent practicable and permissible to the Owners entitled thereto and may distribute the balance of the foreign currency received by the Depositary to, or hold that balance uninvested and without liability for interest thereon for the account of, the Owners entitled thereto.

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 this 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 this 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 Owners, subject to the Depositary’s obligations under Section 5.3. The methodology used to determine exchange rates used in currency conversions is available upon request.

SECTION 4.6. Fixing of Record Date.

Whenever a cash dividend, cash distribution or any other distribution is made on Deposited Securities or rights to purchase Shares or other securities are issued with respect to Deposited Securities (which rights will be delivered to or exercised or sold on behalf of Owners in accordance with Section 4.4) or the Depositary receives notice that a distribution or issuance of that kind will be made, or whenever the Depositary receives notice that a meeting of holders of Shares will be held in respect of which the Company has requested the Depositary to send a notice under Section 4.7, or whenever the Depositary will assess a fee or charge against the Owners, or whenever the Depositary causes a change in the number of Shares that are represented by each American Depositary Share, or whenever the Depositary otherwise finds it necessary or convenient, the Depositary shall fix a record date, which shall be the same as, or as near as practicable to, any corresponding record date set by the Company with respect to Shares, (a) for the determination of the Owners (i) who shall be entitled to receive the benefit of that dividend or other distribution or those rights, (ii) who shall be entitled to give instructions for the exercise of voting rights at that meeting or (iii) who shall be responsible for that fee or charge or (iv) for any other purpose for which the record date was set, or (b) on or after which each American Depositary Share will represent the changed number of Shares. Subject to the provisions of Sections 4.1 through 4.5 and to the other terms and conditions of this Deposit Agreement, the Owners on a record date fixed by the Depositary shall be entitled to receive the amount distributable by the Depositary with respect to that dividend or other distribution or those rights or the net proceeds of sale thereof in proportion to the number of American Depositary Shares held by them respectively, to give voting instructions or to act in respect of the other matter for which that record date was fixed, or be responsible for that fee or charge, as the case may be.

SECTION 4.7. Voting of Deposited Shares.

(a) Upon receipt of notice of any meeting of holders of Shares at which holders of Shares will be entitled to vote, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, Disseminate to the Owners a notice, the form of which shall be in the sole discretion of the Depositary, that shall contain (i) the information contained in the notice of meeting received by the Depositary, (ii) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Cayman Islands law and of the articles of association or similar documents of the Company, to instruct the Depositary as to the exercise of the voting rights pertaining to the amount of Shares represented by their respective American Depositary Shares (iii) a statement as to the manner in which those instructions may be given, including an express indication that instructions may be deemed given in accordance with the last sentence of paragraph (b) below, if no instruction is received, to the Depositary to give a discretionary proxy to a person designated by the Company and (iv) the last date on which the Depositary will accept instructions (the “ Instruction Cutoff Date ”).

(b) Upon the written request of an Owner of American Depositary Shares, as of the date of the request or, if a record date was specified by the Depositary, as of that record date, received on or before any Instruction Cutoff Date established by the Depositary, the Depositary may, and if the Depositary sent a notice under the preceding paragraph shall, endeavor, in so far as practicable, to vote or cause to be voted the amount of deposited Shares represented by those American Depositary Shares in accordance with the instructions set forth in that request. The Depositary shall not vote or attempt to exercise the right to vote that attaches to the deposited Shares other than in accordance with instructions given by Owners and received by the Depositary or as provided in the following sentence. If

(i) the Company instructed the Depositary to Disseminate a notice under paragraph (a) above and complied with paragraph (d) below,

(ii) no instructions are received by the Depositary from an Owner with respect to a matter and an amount of American Depositary Shares of that Owner on or before the Instruction Cutoff Date and

(iii) the Depositary has received from the Company, by the New York business day following the Instruction Cutoff Date, a written confirmation that, as of the Instruction Cutoff Date, (x) the Company wishes a proxy to be given under this sentence, (y) the Company reasonably does not know of any substantial opposition to the matter and (z) the matter is not materially adverse to the interests of shareholders,

then, the Depositary shall deem that Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to that matter and the amount of deposited Shares represented by that amount of American Depositary Shares and the Depositary shall give a discretionary proxy to a person designated by the Company to vote that amount of deposited Shares as to that matter.

(c) There can be no assurance that Owners generally or any Owner in particular will receive the notice described in paragraph (a) above in time to enable Owners to give instructions to the Depositary prior to the Instruction Cutoff Date.

(d) In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Shares, if the Company will request the Depositary to Disseminate a notice under paragraph (a) above, the Company shall give the Depositary notice of the meeting, details concerning the matters to be voted upon and copies of materials to be made available to holders of Shares in connection with the meeting not less than 30 days prior to the meeting date.

SECTION 4.8. Tender and Exchange Offers; Redemption, Replacement or Cancellation of Deposited Securities.

(a) The Depositary shall not tender any Deposited Securities in response to any voluntary cash tender offer, exchange offer or similar offer made to holders of Deposited Securities (a “ Voluntary Offer ”), except when instructed in writing to do so by an Owner surrendering American Depositary Shares and subject to any conditions or procedures the Depositary may require.

(b) If the Depositary receives a written notice that Deposited Securities have been redeemed for cash or otherwise purchased for cash in a transaction that is mandatory and binding on the Depositary as a holder of those Deposited Securities (a “ Redemption ”), the Depositary, at the expense of the Company, shall (i) if required, surrender Deposited Securities that have been redeemed to the issuer of those securities or its agent on the redemption date, (ii) Disseminate a notice to Owners (A) notifying them of that Redemption, (B) calling for surrender of a corresponding number of American Depositary Shares and (C) notifying them that the called American Depositary Shares have been converted into a right only to receive the money received by the Depositary upon that Redemption and those net proceeds shall be the Deposited Securities to which Owners of those converted American Depositary Shares shall be entitled upon surrenders of those American Depositary Shares in accordance with Section 2.5 or 6.2 and (iii) distribute the money received upon that Redemption to the Owners entitled to it upon surrender by them of called American Depositary Shares in accordance with Section 2.5 (and, for the avoidance of doubt, Owners shall not be entitled to receive that money under Section 4.1). If the Redemption affects less than all the Deposited Securities, the Depositary shall call for surrender a corresponding portion of the outstanding American Depositary Shares and only those American Depositary Shares will automatically be converted into a right to receive the net proceeds of the Redemption. The Depositary shall allocate the American Depositary Shares converted under the preceding sentence among the Owners pro-rata to their respective holdings of American Depositary Shares immediately prior to the Redemption, except that the allocations may be adjusted so that no fraction of a converted American Depositary Share is allocated to any Owner. A Redemption of all or substantially all of the Deposited Securities shall be a Termination Option Event .

(c) If the Depositary is notified of or there occurs any change in nominal value or any subdivision, combination or any other reclassification of the Deposited Securities or any recapitalization, reorganization, sale of assets substantially as an entirety, merger or consolidation affecting the issuer of the Deposited Securities or to which it is a party that is mandatory and binding on the Depositary as a holder of Deposited Securities and, as a result, securities or other property have been or will be delivered in exchange, conversion, replacement or in lieu of, Deposited Securities (a “ Replacement ”), the Depositary shall, if required, surrender the old Deposited Securities affected by that Replacement of Shares and hold, as new Deposited Securities under this Deposit Agreement, the new securities or other property delivered to it in that Replacement. However , the Depositary may elect to sell those new Deposited Securities if in the opinion of the Depositary it is not lawful or not practical for it to hold those new Deposited Securities under this Deposit Agreement because those new Deposited Securities may not be distributed to Owners without registration under the Securities Act of 1933 or for any other reason, at public or private sale, at such places and on such terms as it deems proper and proceed as if those new Deposited Securities had been Redeemed under paragraph (b) above. A Replacement shall be a Termination Option Event .

(d) In the case of a Replacement where the new Deposited Securities will continue to be held under this Deposit Agreement, the Depositary may call for the surrender of outstanding Receipts to be exchanged for new Receipts specifically describing the new Deposited Securities and the number of those new Deposited Securities represented by each American Depositary Share. If the number of Shares represented by each American Depositary Share decreases as a result of a Replacement, the Depositary may call for surrender of the American Depositary Shares to be exchanged on a mandatory basis for a lesser number of American Depositary Shares and may sell American Depositary Shares to the extent necessary to avoid distributing fractions of American Depositary Shares in that exchange and distribute the net proceeds of that sale to the Owners entitled to them.

(e) If there are no Deposited Securities with respect to American Depositary Shares, including if the Deposited Securities are cancelled, or the Deposited Securities with respect to American Depositary Shares have become apparently worthless, the Depositary may call for surrender of those American Depositary Shares or may cancel those American Depositary Shares, upon notice to Owners, and a Termination Option Event occurs.

SECTION 4.9. Reports.

The Depositary shall make available for inspection by Owners at its Office any reports and communications, including any proxy solicitation material, received from the Company which are both (a) received by the Depositary as the holder of the Deposited Securities and (b) made generally available to the holders of those Deposited Securities by the Company. The Company shall furnish reports and communications, including any proxy soliciting material to which this Section applies, to the Depositary in English, to the extent those materials are required to be translated into English pursuant to any regulations of the Commission.

SECTION 4.10. Lists of Owners.

Upon written request by the Company, the Depositary shall, at the expense of the Company, furnish to it a list, as of a recent date, of the names, addresses and American Depositary Share holdings of all Owners.

SECTION 4.11. Withholding.

If the Depositary determines that any distribution received or to be made by the Depositary (including Shares and rights to subscribe therefor) is subject to any tax or other governmental charge that the Depositary is obligated to withhold, the Depositary may sell, by public or private sale, all or a portion of the distributed property (including Shares and rights to subscribe therefor) in the amounts and manner the Depositary deems necessary and practicable to pay those taxes or charges, and the Depositary shall distribute the net proceeds of that sale, after deduction of those taxes or charges, to the Owners entitled thereto in proportion to the number of American Depositary Shares held by them respectively.

Services for Owners and Holders that may permit them to obtain reduced rates of tax withholding at source or reclaim excess tax withheld, and the fees and costs associated with using services of that kind, are not provided under, and are outside the scope of, this Deposit Agreement.

ARTICLE 5. THE DEPOSITARY, THE CUSTODIANS AND THE COMPANY

SECTION 5.1. Maintenance of Office and Transfer Books by the Depositary.

Until termination of this Deposit Agreement in accordance with its terms, the Depositary shall maintain facilities for the execution and delivery, registration, registration of transfers and surrender of American Depositary Shares in accordance with the provisions of this Deposit Agreement.

The Depositary shall keep books for the registration of American Depositary Shares, which shall be open for inspection by the Owners at the Depositary’s Office during regular business hours, provided that such inspection is not for the purpose of communicating with Owners in the interest of a business or object other than the business of the Company or a matter related to this Deposit Agreement or the American Depositary Shares.

The Depositary may close the transfer books, at any time or from time to time, when deemed expedient by it in connection with the performance of its duties under this Deposit Agreement.

If any American Depositary Shares are listed on one or more stock exchanges, the Depositary shall act as Registrar or appoint a Registrar or one or more co-registrars for registry of those American Depositary Shares in accordance with any requirements of that exchange or those exchanges.

SECTION 5.2. Prevention or Delay of Performance by the Company or the Depositary.

Neither the Depositary nor the Company nor any of their respective directors, employees, agents or affiliates shall incur any liability to any Owner or Holder:

(i) if by reason of (A) any provision of any present or future law or regulation or other act of the government of the United States, any State of the United States or any other state or jurisdiction, or of any governmental or regulatory authority or stock exchange; (B) (in the case of the Depositary only) any provision, present or future, of the articles of association or similar document of the Company, or by reason of any provision of any securities issued or distributed by the Company, or any offering or distribution thereof; or (C) any event or circumstance, whether natural or caused by a person or persons, that is beyond the ability of the Depositary or the Company, as the case may be, to prevent or counteract by reasonable care or effort (including, but not limited to, earthquakes, floods, severe storms, fires, explosions, war, terrorism, civil unrest, labor disputes or criminal acts; interruptions or malfunctions of utility services, Internet or other communications lines or systems; unauthorized access to or attacks on computer systems or websites; or other failures or malfunctions of computer hardware or software or other systems or equipment), the Depositary or the Company is, directly or indirectly, prevented from, forbidden to or delayed in, or could be subject to any civil or criminal penalty on account of doing or performing and therefore does not do or perform, any act or thing that, by the terms of this Deposit Agreement or the Deposited Securities, it is provided shall be done or performed;

(ii) for any exercise of, or failure to exercise, any discretion provided for in this Deposit Agreement (including any determination by the Depositary to take, or not take, any action that this Deposit Agreement provides the Depositary may take);

(iii) for the inability of any Owner or Holder to benefit from any distribution, offering, right or other benefit that is made available to holders of Deposited Securities but is not, under the terms of this Deposit Agreement, made available to Owners or Holders; or

(iv) for any special, consequential or punitive damages for any breach of the terms of this Deposit Agreement.

Where, by the terms of a distribution to which Section 4.1, 4.2 or 4.3 applies, or an offering to which Section 4.4 applies, or for any other reason, that distribution or offering may not be made available to Owners, and the Depositary may not dispose of that distribution or offering on behalf of Owners and make the net proceeds available to Owners, then the Depositary shall not make that distribution or offering available to Owners, and shall allow any rights, if applicable, to lapse.

SECTION 5.3. Obligations of the Depositary and the Company.

The Company assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to any Owner or Holder, except that the Company agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith.

The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to any Owner or Holder (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that the Depositary agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith, and the Depositary shall not be a fiduciary or have any fiduciary duty to Owners or Holders.

Neither the Depositary nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or in respect of the American Depositary Shares on behalf of any Owner or Holder or any other person.

Each of the Depositary and the Company may rely, and shall be protected in relying upon, any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties.

Neither the Depositary nor the Company shall be liable for any action or non-action by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Owner or any other person believed by it in good faith to be competent to give such advice or information.

The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary, provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositary.

The Depositary shall not be liable for the acts or omissions of any securities depository, clearing agency or settlement system in connection with or arising out of book-entry settlement of American Depositary Shares or Deposited Securities or otherwise.

In the absence of bad faith on its part, the Depositary shall not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any such vote is cast or the effect of any such vote.

The Depositary shall have no duty to make any determination or provide any information as to the tax status of the Company or any liability for any tax consequences that may be incurred by Owners or Holders as a result of owning or holding American Depositary Shares. The Depositary shall not be liable for the inability or failure of an Owner or 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.

No disclaimer of liability under the United States federal securities laws is intended by any provision of this Deposit Agreement.

SECTION 5.4. Resignation and Removal of the Depositary.

The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the Company, to become effective upon the appointment of a successor depositary and its acceptance of that appointment as provided in this Section. The effect of resignation if a successor depositary is not appointed is provided for in Section 6.2.

The Depositary may at any time be removed by the Company by 90 days’ prior written notice of that removal, to become effective upon the later of (i) the 90th day after delivery of the notice to the Depositary and (ii) the appointment of a successor depositary and its acceptance of its appointment as provided in this Section.

If the Depositary resigns or is removed, the Company shall use commercially reasonable efforts to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, The City of New York. Every successor depositary shall execute and deliver to the Company an instrument in writing accepting its appointment under this Deposit Agreement. If the Depositary receives notice from the Company that a successor depositary has been appointed following its resignation or removal, the Depositary, upon payment of all sums due it from the Company, shall deliver to its successor a register listing all the Owners and their respective holdings of outstanding American Depositary Shares and shall deliver the Deposited Securities to or to the order of its successor. When the Depositary has taken the actions specified in the preceding sentence (i) the successor shall become the Depositary and shall have all the rights and shall assume all the duties of the Depositary under this Deposit Agreement and (ii) the predecessor depositary shall cease to be the Depositary and shall be discharged and released from all obligations under this Deposit Agreement, except for its duties under Section 5.8 with respect to the time before that discharge. A successor Depositary shall notify the Owners of its appointment as soon as practical after assuming the duties of Depositary.

Any corporation or other entity into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

SECTION 5.5. The Custodians.

The Custodian shall be subject at all times and in all respects to the directions of the Depositary and shall be responsible solely to it. The Depositary in its discretion may at any time appoint a substitute or additional custodian or custodians, each of which shall thereafter be one of the Custodians under this Deposit Agreement. If the Depositary receives notice that a Custodian is resigning and, upon the effectiveness of that resignation there would be no Custodian acting under this Deposit Agreement, the Depositary shall, as promptly as practicable after receiving that notice, appoint a substitute custodian or custodians, each of which shall thereafter be a Custodian under this Deposit Agreement. The Depositary shall require any Custodian that resigns or is removed to deliver all Deposited Securities held by it to another Custodian.

SECTION 5.6. Notices and Reports.

If the Company takes or decides to take any corporate action of a kind that is addressed in Sections 4.1 to 4.4, or 4.6 to 4.8, or that effects or will effect a change of the name or legal structure of the Company, or that effects or will effect a change to the Shares, the Company shall notify the Depositary and the Custodian of that action or decision as soon as it is lawful and practical to give that notice. The notice shall be in English and shall include all details that the Company is required to include in any notice to any governmental or regulatory authority or securities exchange or is required to make available generally to holders of Shares by publication or otherwise.

The Company will arrange for the translation into English, if not already in English, to the extent required pursuant to any regulations of the Commission, and the prompt transmittal by the Company to the Depositary and the Custodian of all notices and any other reports and communications which are made generally available by the Company to holders of its Shares. If requested in writing by the Company, the Depositary will Disseminate, at the Company’s expense, those notices, reports and communications to all Owners or otherwise make them available to Owners in a manner that the Company specifies as substantially equivalent to the manner in which those communications are made available to holders of Shares and compliant with the requirements of any securities exchange on which the American Depositary Shares are listed. The Company will timely provide the Depositary with the quantity of such notices, reports, and communications, as requested by the Depositary from time to time, in order for the Depositary to effect that Dissemination.

The Company represents that as of the date of this Deposit Agreement, the statements in Article 11 of the Receipt with respect to the Company’s obligation to file periodic reports under the United States Securities Exchange Act of 1934, as amended, are true and correct. The Company agrees to promptly notify the Depositary upon becoming aware of any change in the truth of any of those statements.

SECTION 5.7. Distribution of Additional Shares, Rights, etc.

If the Company or any affiliate of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into Shares, or (4) rights to subscribe for such securities (each a “ Distribution ”), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall furnish to the Depositary either (i) evidence satisfactory to the Depositary that the Distribution is registered under the Securities Act of 1933 or (ii) a written opinion from U.S. counsel for the Company that is reasonably satisfactory to the Depositary, stating that the Distribution does not require, or, if made in the United States, would not require, registration under the Securities Act of 1933.

The Company agrees with the Depositary that neither the Company nor any company controlled by, controlling or under common control with the Company will at any time deposit any Shares that, at the time of deposit, are Restricted Securities.

SECTION 5.8. Indemnification.

The Company agrees to indemnify the Depositary, its directors, employees, agents and affiliates and each Custodian against, and hold each of them harmless from, any liability or expense (including, but not limited to any fees and expenses incurred in seeking, enforcing or collecting such indemnity and the reasonable fees and expenses of counsel) that may arise out of or in connection with (a) any registration with the Commission of American Depositary Shares or Deposited Securities or the offer or sale thereof in the United States or (b) acts performed or omitted, pursuant to the provisions of or in connection with this Deposit Agreement and the American Depositary Shares, as the same may be amended, modified or supplemented from time to time, (i) by either the Depositary or a Custodian or their respective directors, employees, agents and affiliates, except for any liability or expense arising out of the negligence or bad faith of either of them, or (ii) by the Company or any of its directors, employees, agents and affiliates.

The indemnities contained in the preceding paragraph shall not extend to any Losses arising out of information relating to the Depositary or any Custodian, as the case may be, furnished in writing by the Depositary to the Company expressly for use in any registration statement, proxy statement, prospectus or preliminary prospectus or any other offering documents relating to the American Depositary Share, the Shares or any other Deposited Securities (it being acknowledged that, as of the date of this Deposit Agreement, the Depositary has not furnished any information of that kind).

The Depositary agrees to indemnify the Company, its directors, employees, agents and affiliates and hold them harmless from any liability or expense (including but not limited to any fees and expenses incurred in seeking, enforcing or collecting such indemnity and the reasonable fees and expenses of counsel) that may arise out of acts performed or omitted by the Depositary or any Custodian or their respective directors, employees, agents and affiliates due to their negligence or bad faith.

SECTION 5.9. Charges of Depositary.

The following charges shall be incurred by any party depositing or withdrawing Shares or by any party surrendering American Depositary Shares or to whom American Depositary Shares are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the American Depositary Shares or Deposited Securities or a delivery of American Depositary Shares pursuant to Section 4.3), or by Owners, as applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company or Foreign Registrar and applicable to transfers of Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals hereunder, (3) such cable (including SWIFT) and facsimile transmission fees and expenses as are expressly provided in this Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.5, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the delivery of American Depositary Shares pursuant to Section 2.3, 4.3 or 4.4 and the surrender of American Depositary Shares pursuant to Section 2.5 or 6.2, (6) a fee of $.05 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to this Deposit Agreement, including, but not limited to Sections 4.1 through 4.4 and Section 4.8, (7) a fee for the distribution of securities pursuant to Section 4.2 or of rights pursuant to Section 4.4 (where the Depositary will not exercise or sell those rights on behalf of Owners), such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities under this Deposit Agreement (for purposes of this item 7 treating all such securities as if they were Shares) but which securities are instead distributed by the Depositary to Owners, (8) in addition to any fee charged under item 6 above, a fee of $.05 or less per American Depositary Share (or portion thereof) per annum for depositary services, which will be payable as provided in item 9 below, and (9) any other charges payable by the Depositary or the Custodian, any of the Depositary’s or Custodian’s agents or the agents of the Depositary’s or Custodian’s agents, in connection with the servicing of Shares or other Deposited Securities (which charges shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.6 and shall be payable at the sole discretion of the Depositary by billing those Owners for those charges or by deducting those charges from one or more cash dividends or other cash distributions).

The Depositary may collect any of its fees by deduction from any cash distribution payable, or by selling a portion of any securities to be distributed, to Owners that are obligated to pay those fees.

In performing its duties under this 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 own and deal in any class of securities of the Company and its affiliates and in American Depositary Shares.

SECTION 5.10. Retention of Depositary Documents.

The Depositary is authorized to destroy those documents, records, bills and other data compiled during the term of this Deposit Agreement at the times permitted by the laws or regulations governing the Depositary, unless the Company reasonably requests in writing that those papers be retained for a longer period or turned over to the Company or to a successor depositary.

SECTION 5.11. Exclusivity.

Without prejudice to the Company’s rights under Section 5.4, the Company agrees not to appoint any other depositary for issuance of depositary shares, depositary receipts or any similar securities or instruments so long as The Bank of New York Mellon is acting as Depositary under this Deposit Agreement.

SECTION 5.12. Information for Regulatory Compliance.

Each of the Company and the Depositary shall provide to the other, as promptly as practicable, information from its records or otherwise available to it that is reasonably requested by the other to permit the other to comply with applicable law or requirements of governmental or regulatory authorities.

ARTICLE 6. AMENDMENT AND TERMINATION

SECTION 6.1. Amendment.

The form of the Receipts and any provisions of this Deposit Agreement may at any time and from time to time be amended by agreement between the Company and the Depositary without the consent of Owners or Holders in any respect that they may deem necessary or desirable. Any amendment that would impose or increase any fees or charges (other than taxes and other governmental charges, registration fees, cable, telex or facsimile transmission costs, delivery costs or other such expenses), or that would otherwise prejudice any substantial existing right of Owners, shall, however, not become effective as to outstanding American Depositary Shares until the expiration of 30 days after notice of that amendment has been Disseminated to the Owners of outstanding American Depositary Shares. Every Owner and Holder, at the time any amendment so becomes effective, shall be deemed, by continuing to hold American Depositary Shares or any interest therein, to consent and agree to that amendment and to be bound by this Deposit Agreement as amended thereby. Upon the effectiveness of an amendment to the form of Receipt, including a change in the number of Shares represented by each American Depositary Share, the Depositary may call for surrender of Receipts to be replaced with new Receipts in the amended form or call for surrender of American Depositary Shares to effect that change of ratio. In no event shall any amendment impair the right of the Owner to surrender American Depositary Shares and receive delivery of the Deposited Securities represented thereby, except in order to comply with mandatory provisions of applicable law.

SECTION 6.2. Termination.

(a) The Company may initiate termination of this Deposit Agreement by notice to the Depositary. The Depositary may initiate termination of this Deposit Agreement if (i) at any time 90 days shall have expired after the Depositary delivered to the Company a written resignation notice and a successor depositary has not been appointed and accepted its appointment as provided in Section 5.4, (ii) an Insolvency Event or Delisting Event occurs with respect to the Company or (iii) a Termination Option Event has occurred or will occur. If termination of this Deposit Agreement is initiated, the Depositary shall Disseminate a notice of termination to the Owners of all American Depositary Shares then outstanding setting a date for termination (the “ Termination Date ”), which shall be at least 90 days after the date of that notice, and this Deposit Agreement shall terminate on that Termination Date.

(b) After the Termination Date, the Company shall be discharged from all obligations under this Deposit Agreement except for its obligations to the Depositary under Sections 5.8 and 5.9.

(c) At any time after the Termination Date, the Depositary may sell the Deposited Securities then held under this Deposit Agreement and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it hereunder, unsegregated and without liability for interest, for the pro rata benefit of the Owners of American Depositary Shares that remain outstanding, and those Owners will be general creditors of the Depositary with respect to those net proceeds and that other cash. After making that sale, the Depositary shall be discharged from all obligations under this Deposit Agreement, except (i) to account for the net proceeds and other cash (after deducting, in each case, the fee of the Depositary for the surrender of American Depositary Shares, any expenses for the account of the Owner of such American Depositary Shares in accordance with the terms and conditions of this Deposit Agreement and any applicable taxes or governmental charges) and to pay them to Owners upon surrender of American Depositary Shares in accordance with Section 2.5, and (ii) for its obligations under Section 5.8 and (iii) to act as provided in paragraph (d) below.

(d) After the Termination Date, the Depositary shall continue to receive dividends and other distributions pertaining to Deposited Securities (that have not been sold), may sell rights and other property as provided in this Deposit Agreement and shall deliver Deposited Securities (or sale proceeds) upon surrender of American Depositary Shares (after payment or upon deduction, in each case, of the fee of the Depositary for the surrender of American Depositary Shares, any expenses for the account of the Owner of those American Depositary Shares in accordance with the terms and conditions of this Deposit Agreement and any applicable taxes or governmental charges). After the Termination Date, the Depositary shall not accept deposits of Shares or deliver American Depositary Shares. After the Termination Date, (i) the Depositary may refuse to accept surrenders of American Depositary Shares for the purpose of withdrawal of Deposited Securities (that have not been sold) or reverse previously accepted surrenders of that kind that have not settled if in its judgment the requested withdrawal would interfere with its efforts to sell the Deposited Securities, (ii) the Depositary will not be required to deliver cash proceeds of the sale of Deposited Securities until all Deposited Securities have been sold and (iii) the Depositary may discontinue the registration of transfers of American Depositary Shares and suspend the distribution of dividends and other distributions on Deposited Securities to the Owners and need not give any further notices or perform any further acts under this Deposit Agreement except as provided in this Section.

ARTICLE 7. MISCELLANEOUS

SECTION 7.1. Counterparts; Signatures.

This Deposit Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of those counterparts shall constitute one and the same instrument. Copies of this Deposit Agreement shall be filed with the Depositary and the Custodians and shall be open to inspection by any Owner or Holder during regular business hours.

Any manual signature on this Deposit Agreement that is faxed, scanned or photocopied, and any electronic signature valid under the Electronic Signatures in Global and National Commerce Act, 15 U.S.C. § 7001, et. seq ., shall for all purposes have the same validity, legal effect and admissibility in evidence as an original manual signature, and the parties hereby waive any objection to the contrary.

SECTION 7.2. No Third Party Beneficiaries.

This Deposit Agreement is for the exclusive benefit of the Company, the Depositary, the Owners and the Holders and their respective successors and shall not be deemed to give any legal or equitable right, remedy or claim whatsoever to any other person.

SECTION 7.3. Severability.

In case any one or more of the provisions contained in this Deposit Agreement or in a Receipt should be or become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained in this Deposit Agreement or that Receipt shall in no way be affected, prejudiced or disturbed thereby.

SECTION 7.4. Owners and Holders as Parties; Binding Effect.

The Owners and Holders from time to time shall be parties to this Deposit Agreement and shall be bound by all of the terms and conditions of this Deposit Agreement and of the Receipts by acceptance of American Depositary Shares or any interest therein.

SECTION 7.5. Notices.

Any and all notices to be given to the Company shall be in writing and shall be deemed to have been duly given if personally delivered or sent by air courier or sent by facsimile transmission or email attaching a pdf or similar bit-mapped image of a signed writing, provided that receipt of the facsimile transmission or email has been confirmed by the recipient, addressed 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, Attention: Chief Financial Officer, or any other place to which the Company may have transferred its principal office with notice to the Depositary.

Any and all notices to be given to the Depositary shall be in writing and shall be deemed to have been duly given if in English and personally delivered or sent by air courier or sent by facsimile transmission or email attaching a pdf or similar bit-mapped image of a signed writing, addressed to The Bank of New York Mellon, 240 Greenwich Street, New York, New York 10286, Attention: Depositary Receipt Administration, or any other place to which the Depositary may have transferred its Office with notice to the Company.

Delivery of a notice to the Company or Depositary by air courier shall be deemed effected when received by an air courier service. Delivery of a notice to the Company or Depositary sent by facsimile transmission or email shall be deemed effected when the recipient acknowledges receipt of that notice.

A notice to be given to an Owner shall be deemed to have been duly given when Disseminated to that Owner. Dissemination in paper form will be effective when personally delivered or sent by first class domestic or international air mail or air courier, addressed to that Owner at the address of that Owner as it appears on the transfer books for American Depositary Shares of the Depositary, or, if that Owner has filed with the Depositary a written request that notices intended for that Owner be mailed to some other address, at the address designated in that request. Dissemination in electronic form will be effective when sent in the manner consented to by the Owner to the electronic address most recently provided by the Owner for that purpose.

SECTION 7.6. Arbitration; Settlement of Disputes.

Any controversy, claim or cause of action brought by any party hereto against the Company arising out of or relating to the Shares or other Deposited Securities, the American Depositary Shares, the Receipts or this Deposit Agreement, or the breach hereof or thereof, if so elected by the claimant, shall be settled by arbitration in accordance with the International Arbitration Rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof.

The place of the arbitration shall be The City of New York, State of New York, United States of America, and the language of the arbitration shall be English.

The number of arbitrators shall be three, each of whom shall be disinterested in the dispute or controversy, shall have no connection with any party thereto, and shall be an attorney experienced in international securities transactions. Each party shall appoint one arbitrator and the two arbitrators shall select a third arbitrator who shall serve as chairperson of the tribunal. If a dispute, controversy or cause of action shall involve more than two parties, the parties shall attempt to align themselves in two sides (i.e., claimant(s) and respondent(s)), each of which shall appoint one arbitrator as if there were only two parties to such dispute, controversy or cause of action. If such alignment and appointment shall not have occurred within thirty (30) calendar days after the initiating party serves the arbitration demand, the American Arbitration Association shall appoint the three arbitrators, each of whom shall have the qualifications described above. The parties and the American Arbitration Association may appoint from among the nationals of any country, whether or not a party is a national of that country.

The arbitral tribunal shall have no authority to award any consequential, special or punitive damages or other damages not measured by the prevailing party’s actual damages and may not, in any event, make any ruling, finding or award that does not conform to the terms and conditions of this Deposit Agreement.

SECTION 7.7. Appointment of Agent for Service of Process; Submission to Jurisdiction; Jury Trial Waiver.

The Company hereby (i) designates and appoints the person named in Exhibit A to this Deposit Agreement as the Company’s authorized agent upon which process may be served in any suit or proceeding (including any arbitration proceeding) arising out of or relating to the Shares or Deposited Securities, the American Depositary Shares, the Receipts or this Deposit Agreement (a “ Proceeding ”), (ii) consents and submits to the jurisdiction of any state or federal court in the State of New York in which any Proceeding may be instituted and (iii) agrees that service of process upon said authorized agent shall be deemed in every respect effective service of process upon the Company in any Proceeding. The Company agrees to deliver to the Depositary, upon the execution and delivery of this Deposit Agreement, a written acceptance by the agent named in Exhibit A to this Deposit Agreement of its appointment as process agent. The Company further agrees to take any and all action, including the filing of any and all such documents and instruments, as may be necessary to continue that designation and appointment in full force and effect, or to appoint and maintain the appointment of another process agent located in the United States as required above, and to deliver to the Depositary a written acceptance by that agent of that appointment, for so long as any American Depositary Shares or Receipts remain outstanding or this Deposit Agreement remains in force. In the event the Company fails to maintain the designation and appointment of a process agent in the United States in full force and effect, the Company hereby waives personal service of process upon it and consents that a service of process in connection with a Proceeding may be made by certified or registered mail, return receipt requested, directed to the Company at its address last specified for notices under this Deposit Agreement, and service so made shall be deemed completed five (5) days after the same shall have been so mailed.

EACH PARTY TO THIS DEPOSIT AGREEMENT (INCLUDING, FOR AVOIDANCE OF DOUBT, EACH OWNER AND HOLDER) HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING AGAINST THE COMPANY AND/OR THE DEPOSITARY DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THE SHARES OR OTHER DEPOSITED SECURITIES, THE AMERICAN DEPOSITARY SHARES OR THE RECEIPTS, THIS DEPOSIT AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREIN OR THEREIN, OR THE BREACH HEREOF OR THEREOF, INCLUDING, WITHOUT LIMITATION, ANY QUESTION REGARDING EXISTENCE, VALIDITY OR TERMINATION (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).

SECTION 7.8. Waiver of Immunities.

To the extent that the Company or any of its properties, assets or revenues may have or may hereafter become entitled to, or have attributed to it, any right of immunity, on the grounds of sovereignty or otherwise, from any legal action, suit or proceeding, from the giving of any relief in any respect thereof, from setoff or counterclaim, from the jurisdiction of any court, from service of process, from attachment upon or prior to judgment, from attachment in aid of execution or judgment, or from execution of judgment, or other legal process or proceeding for the giving of any relief or for the enforcement of any judgment, in any jurisdiction in which proceedings may at any time be commenced, with respect to its obligations, liabilities or any other matter under or arising out of or in connection with the Shares or Deposited Securities, the American Depositary Shares, the Receipts or this Deposit Agreement, the Company, to the fullest extent permitted by law, hereby irrevocably and unconditionally waives, and agrees not to plead or claim, any immunity of that kind and consents to relief and enforcement as provided above.

SECTION 7.9. Governing Law.

This Deposit Agreement and the Receipts shall be interpreted in accordance with and all rights hereunder and thereunder and provisions hereof and thereof shall be governed by the laws of the State of New York.

IN WITNESS WHEREOF, PINTEC TECHNOLOGY HOLDINGS LIMITED and THE BANK OF NEW YORK MELLON have duly executed this Deposit Agreement as of the day and year first set forth above and all Owners and Holders shall become parties hereto upon acceptance by them of American Depositary Shares or any interest therein.

	PINTEC TECHNOLOGY HOLDINGS LIMITED


	By:
		Name:
		Title:

	THE BANK OF NEW YORK MELLON,
	as Depositary


	By:
		Name:
		Title:

EXHIBIT A

	AMERICAN DEPOSITARY SHARES
	(Each American Depositary Share represents _____ deposited Shares)

THE BANK OF NEW YORK MELLON

AMERICAN DEPOSITARY RECEIPT

FOR CLASS A ORDINARY SHARES OF

PINTEC TECHNOLOGY HOLDINGS LIMITED

(INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS)

The Bank of New York Mellon, as depositary (hereinafter called the “Depositary”), hereby certifies that , or registered assigns IS THE OWNER OF

AMERICAN DEPOSITARY SHARES

representing deposited Class A ordinary shares (herein called “Shares”) of Pintec Technology Holdings Limited, incorporated under the laws of the Cayman Islands (herein called the “ Company ”). At the date hereof, each American Depositary Share represents _____ Shares deposited or subject to deposit under the Deposit Agreement (as such term is hereinafter defined) with a custodian for the Depositary (herein called the “ Custodian ”) that, as of the date of the Deposit Agreement, was The Hongkong and Shanghai Banking Corporation Limited located in Hong Kong. The Depositary’s Office and its principal executive office are located at 240 Greenwich Street, New York, N.Y. 10286.

THE DEPOSITARY’S OFFICE ADDRESS IS

240 GREENWICH STREET, NEW YORK, N.Y. 10286

1. THE DEPOSIT AGREEMENT.

This American Depositary Receipt is one of an issue (herein called “ Receipts ”), all issued and to be issued upon the terms and conditions set forth in the Deposit Agreement dated as of __________, 2018 (herein called the “ Deposit Agreement ”) among the Company, the Depositary, and all Owners and Holders from time to time of American Depositary Shares issued thereunder, each of whom by accepting American Depositary Shares agrees to become a party thereto and become bound by all the terms and conditions thereof. The Deposit Agreement sets forth the rights of Owners and Holders and the rights and duties of the Depositary in respect of the Shares deposited thereunder and any and all other securities, property and cash from time to time received in respect of those Shares and held thereunder (those Shares, securities, property, and cash are herein called “ Deposited Securities ”). Copies of the Deposit Agreement are on file at the Depositary’s Office in New York City and at the office of the Custodian.

A- 1

The statements made on the face and reverse of this Receipt are summaries of certain provisions of the Deposit Agreement and are qualified by and subject to the detailed provisions of the Deposit Agreement, to which reference is hereby made. Capitalized terms defined in the Deposit Agreement and not defined herein shall have the meanings set forth in the Deposit Agreement.

2. SURRENDER OF AMERICAN DEPOSITARY SHARES AND WITHDRAWAL OF SHARES.

Upon surrender of American Depositary Shares for the purpose of withdrawal of the Deposited Securities represented thereby and payment of the fee of the Depositary for the surrender of American Depositary Shares as provided in Section 5.9 of the Deposit Agreement and payment of all taxes and governmental charges payable in connection with that surrender and withdrawal of the Deposited Securities, and subject to the terms and conditions of the Deposit Agreement, the Owner of those American Depositary Shares shall be entitled to delivery (to the extent delivery can then be lawfully and practicably made), to or as instructed by that Owner, of the amount of Deposited Securities at the time represented by those American Depositary Shares, but not any money or other property as to which a record date for distribution to Owners has passed (since money or other property of that kind will be delivered or paid on the scheduled payment date to the Owner as of that record date), and except that the Depositary shall not be required to accept surrender of American Depositary Shares for the purpose of withdrawal to the extent it would require delivery of a fraction of a Deposited Security. The Depositary shall direct the Custodian with respect to delivery of Deposited Securities and may charge the surrendering Owner a fee and its expenses for giving that direction by cable (including SWIFT) or facsimile transmission. If Deposited Securities are delivered physically upon surrender of American Depositary Shares for the purpose of withdrawal, that delivery will be made at the Custodian’s office, except that , at the request, risk and expense of the surrendering Owner, and for the account of that Owner, the Depositary shall direct the Custodian to forward any cash or other property comprising, and forward a certificate or certificates, if applicable, and other proper documents of title, if any, for, the Deposited Securities represented by the surrendered American Depositary Shares to the Depositary for delivery at the Depositary’s Office or to another address specified in the order received from the surrendering Owner.

A- 2

3. REGISTRATION OF TRANSFER OF AMERICAN DEPOSITARY SHARES; COMBINATION AND SPLIT-UP OF RECEIPTS; INTERCHANGE OF CERTIFICATED AND UNCERTIFICATED AMERICAN DEPOSITARY SHARES.

The Depositary, subject to the terms and conditions of the Deposit Agreement, shall register a transfer of American Depositary Shares on its transfer books upon (i) in the case of certificated American Depositary Shares, surrender of the Receipt evidencing those American Depositary Shares, by the Owner or by a duly authorized attorney, properly endorsed or accompanied by proper instruments of transfer or (ii) in the case of uncertificated American Depositary Shares, receipt from the Owner of a proper instruction (including, for the avoidance of doubt, instructions through DRS and Profile as provided in Section 2.9 of the Deposit Agreement), and, in either case, duly stamped as may be required by the laws of the State of New York and of the United States of America. Upon registration of a transfer, the Depositary shall deliver the transferred American Depositary Shares to or upon the order of the person entitled thereto.

The Depositary, subject to the terms and conditions of the Deposit Agreement, shall upon surrender of a Receipt or Receipts for the purpose of effecting a split-up or combination of such Receipt or Receipts, execute and deliver a new Receipt or Receipts for any authorized number of American Depositary Shares requested, evidencing the same aggregate number of American Depositary Shares as the Receipt or Receipts surrendered.

The Depositary, upon surrender of certificated American Depositary Shares for the purpose of exchanging for uncertificated American Depositary Shares, shall cancel the Receipt evidencing those certificated American Depositary Shares and send the Owner a statement confirming that the Owner is the owner of the same number of uncertificated American Depositary Shares. The Depositary, upon receipt of a proper instruction (including, for the avoidance of doubt, instructions through DRS and Profile as provided in Section 2.9 of the Deposit Agreement) from the Owner of uncertificated American Depositary Shares for the purpose of exchanging for certificated American Depositary Shares, shall cancel those uncertificated American Depositary Shares and register and deliver to the Owner a Receipt evidencing the same number of certificated American Depositary Shares.

As a condition precedent to the delivery, registration of transfer, or surrender of any American Depositary Shares or split-up or combination of any Receipt or withdrawal of any Deposited Securities, the Depositary, the Custodian, or Registrar may require payment from the depositor of the Shares or the presenter of the Receipt or instruction for registration of transfer or surrender of American Depositary Shares not evidenced by a Receipt of a sum sufficient to reimburse it for any tax or other governmental charge and any stock transfer or registration fee with respect thereto (including any such tax or charge and fee with respect to Shares being deposited or withdrawn) and payment of any applicable fees as provided in the Deposit Agreement, may require the production of proof satisfactory to it as to the identity and genuineness of any signature and may also require compliance with any regulations the Depositary may establish consistent with the provisions of the Deposit Agreement.

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The delivery of American Depositary Shares against deposit of Shares generally or against deposit of particular Shares may be suspended, or the registration of transfer of American Depositary Shares in particular instances may be refused, or the registration of transfer of outstanding American Depositary Shares generally may be suspended, during any period when the transfer books of the Depositary are closed, or if any such action is deemed necessary or advisable by the Depositary or the Company at any time or from time to time because of any requirement of law or of any government or governmental body or commission, or under any provision of the Deposit Agreement, or for any other reason. Notwithstanding anything to the contrary in the Deposit Agreement or this Receipt, the surrender of outstanding American Depositary Shares and withdrawal of Deposited Securities may not be suspended subject only to (i) temporary delays caused by closing the transfer books of the Depositary or the Company or the Foreign Registrar, if applicable, or the deposit of Shares in connection with voting at a shareholders’ meeting, or the payment of dividends, (ii) the payment of fees, taxes and similar charges, and (iii) compliance with any U.S. or foreign laws or governmental regulations relating to the American Depositary Shares or to the withdrawal of the Deposited Securities. The Depositary shall not knowingly accept for deposit under the Deposit Agreement any Shares that, at the time of deposit, are Restricted Securities.

4. LIABILITY OF OWNER FOR TAXES.

If any tax or other governmental charge shall become payable by the Custodian or the Depositary with respect to or in connection with any American Depositary Shares or any Deposited Securities represented by any American Depositary Shares or in connection with a transaction to which Section 4.8 of the Deposit Agreement applies, that tax or other governmental charge shall be payable by the Owner of those American Depositary Shares to the Depositary. The Depositary may refuse to register any transfer of those American Depositary Shares or any withdrawal of Deposited Securities represented by those American Depositary Shares until that payment is made, and may withhold any dividends or other distributions or the proceeds thereof, or may sell for the account of the Owner any part or all of the Deposited Securities represented by those American Depositary Shares, and may apply those dividends or other distributions or the net proceeds of any sale of that kind in payment of that tax or other governmental charge but, even after a sale of that kind, the Owner shall remain liable for any deficiency. The Depositary shall distribute any net proceeds of a sale made under Section 3.2 of the Deposit Agreement that are not used to pay taxes or governmental charges to the Owners entitled to them in accordance with Section 4.1 of the Deposit Agreement. If the number of Shares represented by each American Depositary Share decreases as a result of a sale of Deposited Securities under Section 3.2 of the Deposit Agreement, the Depositary may call for surrender of the American Depositary Shares to be exchanged on a mandatory basis for a lesser number of American Depositary Shares and may sell American Depositary Shares to the extent necessary to avoid distributing fractions of American Depositary Shares in that exchange and distribute the net proceeds of that sale to the Owners entitled to them.

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5. WARRANTIES ON DEPOSIT OF SHARES.

Every person depositing Shares under the Deposit Agreement shall be deemed thereby to represent and warrant that those Shares and each certificate therefor, if applicable, are validly issued, fully paid and nonassessable and were not issued in violation of any preemptive or similar rights of the holders of outstanding securities of the Company and that the person making that deposit is duly authorized so to do. Every depositing person shall also be deemed to represent that the Shares, at the time of deposit, are not Restricted Securities. All representations and warranties deemed made under Section 3.3 of the Deposit Agreement shall survive the deposit of Shares and delivery of American Depositary Shares.

6. FILING PROOFS, CERTIFICATES, AND OTHER INFORMATION.

Any person presenting Shares for deposit or any Owner or Holder may be required from time to time to file with the Depositary or the Custodian such proof of citizenship or residence, exchange control approval, or such information relating to the registration on the books of the Company or the Foreign Registrar, if applicable, to execute such certificates and to make such representations and warranties, as the Depositary may deem necessary or proper. The Depositary may withhold the delivery or registration of transfer of any American Depositary Shares, the distribution of any dividend or other distribution or of the proceeds thereof or the delivery of any Deposited Securities until that proof or other information is filed or those certificates are executed or those representations and warranties are made. As conditions of accepting Shares for deposit, the Depositary may require (i) any certification required by the Depositary or the Custodian in accordance with the provisions of the Deposit Agreement, (ii) a written order directing the Depositary to deliver to, or upon the written order of, the person or persons stated in that order, the number of American Depositary Shares representing those Deposited Shares, (iii) evidence satisfactory to the Depositary that those Shares have been re-registered in the books of the Company or the Foreign Registrar in the name of the Depositary, a Custodian or a nominee of the Depositary or a Custodian, (iv) evidence satisfactory to the Depositary that any necessary approval has been granted by any governmental body in each applicable jurisdiction and (v) an agreement or assignment, or other instrument satisfactory to the Depositary, that provides for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property, that any person in whose name those Shares are or have been recorded may thereafter receive upon or in respect of those Shares, or, in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary.

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7. CHARGES OF DEPOSITARY.

The following charges shall be incurred by any party depositing or withdrawing Shares or by any party surrendering American Depositary Shares or to whom American Depositary Shares are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the American Depositary Shares or Deposited Securities or a delivery of American Depositary Shares pursuant to Section 4.3 of the Deposit Agreement), or by Owners, as applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company or Foreign Registrar and applicable to transfers of Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals hereunder, (3) such cable (including SWIFT) and facsimile transmission fees and expenses as are expressly provided in the Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.5 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the delivery of American Depositary Shares pursuant to Section 2.3, 4.3 or 4.4 of the Deposit Agreement and the surrender of American Depositary Shares pursuant to Section 2.5 or 6.2 of the Deposit Agreement, (6) a fee of $.05 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including, but not limited to Sections 4.1 through 4.4 and 4.8 of the Deposit Agreement, (7) a fee for the distribution of securities pursuant to Section 4.2 of the Deposit Agreement or of rights pursuant to Section 4.4 of that Agreement (where the Depositary will not exercise or sell those rights on behalf of Owners), such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities under the Deposit Agreement (for purposes of this item 7 treating all such securities as if they were Shares) but which securities are instead distributed by the Depositary to Owners, (8) in addition to any fee charged under item 6, a fee of $.05 or less per American Depositary Share (or portion thereof) per annum for depositary services, which will be payable as provided in item 9 below, and (9) any other charges payable by the Depositary or the Custodian, any of the Depositary’s or Custodian’s agents or the agents of the Depositary’s or Custodian’s agents, in connection with the servicing of Shares or other Deposited Securities (which charges shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.6 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing those Owners for those charges or by deducting those charges from one or more cash dividends or other cash distributions).

The Depositary may own and deal in any class of securities of the Company and its affiliates and in American Depositary Shares.

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From time to time, the Depositary may make payments to the Company to reimburse the Company for costs and expenses generally arising out of establishment and maintenance of the American Depositary Shares program, waive fees and expenses for services provided by the Depositary or share revenue from the fees collected from Owners or 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.

8. DISCLOSURE OF INTERESTS.

When required in order to comply with applicable laws and regulations or the articles of association or similar document of the Company, the Company may from time to time request each Owner and Holder to provide to the Depositary information relating to: (a) the capacity in which it holds American Depositary Shares, (b) the identity of any Holders or other persons or entities then or previously interested in those American Depositary Shares and the nature of those interests and (c) any other matter where disclosure of such matter is required for that compliance. Each Owner and Holder agrees to provide all information known to it in response to a request made pursuant to Section 3.4 of the Deposit Agreement. Each Holder consents to the disclosure by the Depositary and the Owner or other Holder through which it holds American Depositary Shares, directly or indirectly, of all information responsive to a request made pursuant to that Section relating to that Holder that is known to that Owner or other Holder.

9. TITLE TO AMERICAN DEPOSITARY SHARES.

It is a condition of the American Depositary Shares, and every successive Owner and Holder of American Depositary Shares, by accepting or holding the same, consents and agrees that American Depositary Shares evidenced by a Receipt, when the Receipt is properly endorsed or accompanied by proper instruments of transfer, shall be transferable as certificated registered securities under the laws of the State of New York, and that American Depositary Shares not evidenced by Receipts shall be transferable as uncertificated registered securities under the laws of the State of New York. The Depositary, notwithstanding any notice to the contrary, may treat the Owner of American Depositary Shares as the absolute owner thereof for the purpose of determining the person entitled to distribution of dividends or other distributions or to any notice provided for in the Deposit Agreement and for all other purposes, and neither the Depositary nor the Company shall have any obligation or be subject to any liability under the Deposit Agreement to any Holder of American Depositary Shares, but only to the Owner.

10. VALIDITY OF RECEIPT.

This Receipt shall not be entitled to any benefits under the Deposit Agreement or be valid or obligatory for any purpose, unless this Receipt shall have been (i) executed by the Depositary by the manual signature of a duly authorized officer of the Depositary or (ii) executed by the facsimile signature of a duly authorized officer of the Depositary and countersigned by the manual signature of a duly authorized signatory of the Depositary or the Registrar or a co-registrar.

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11. REPORTS; INSPECTION OF TRANSFER BOOKS.

The Company is subject to the periodic reporting requirements of the Securities Exchange Act of 1934 and, accordingly, files certain reports with the Securities and Exchange Commission. Those reports will be available for inspection and copying through the Commission’s EDGAR system or at public reference facilities maintained by the Commission in Washington, D.C.

The Depositary will make available for inspection by Owners at its Office any reports, notices and other communications, including any proxy soliciting material, received from the Company which are both (a) received by the Depositary as the holder of the Deposited Securities and (b) made generally available to the holders of those Deposited Securities by the Company. The Company shall furnish reports and communications, including any proxy soliciting material to which Section 4.9 of the Deposit Agreement applies, to the Depositary in English, to the extent such materials are required to be translated into English pursuant to any regulations of the Commission.

The Depositary will keep books for the registration of American Depositary Shares and transfers of American Depositary Shares, which shall be open for inspection by the Owners at the Depositary’s Office during regular business hours, provided that such inspection shall not be for the purpose of communicating with Owners in the interest of a business or object other than the business of the Company or a matter related to the Deposit Agreement or the American Depositary Shares.

12. DIVIDENDS AND DISTRIBUTIONS.

Whenever the Depositary receives any cash dividend or other cash distribution on Deposited Securities, the Depositary will, if at the time of receipt thereof any amounts received in a foreign currency can in the judgment of the Depositary be converted on a reasonable basis into Dollars transferable to the United States, and subject to the Deposit Agreement, convert that dividend or other cash distribution into Dollars and distribute the amount thus received (net of the fees and expenses of the Depositary as provided in Article 7 hereof and Section 5.9 of the Deposit Agreement) to the Owners entitled thereto; provided , however , that if the Custodian or the Depositary is required to withhold and does withhold from that cash dividend or other cash distribution an amount on account of taxes or other governmental charges, the amount distributed to the Owners of the American Depositary Shares representing those Deposited Securities shall be reduced accordingly. If a cash distribution would represent a return of all or substantially all the value of the Deposited Securities underlying American Depositary Shares, the Depositary may require surrender of those American Depositary Shares and may require payment of or deduct the fee for surrender of American Depositary Shares (whether or not it is also requiring surrender of American Depositary Shares) as a condition of making that cash distribution. A distribution of that kind shall be a Termination Option Event .

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Subject to the provisions of Section 4.11 and 5.9 of the Deposit Agreement, whenever the Depositary receives any distribution other than a distribution described in Section 4.1, 4.3 or 4.4 of the Deposit Agreement on Deposited Securities (but not in exchange for or in conversion or in lieu of Deposited Securities), the Depositary will cause the securities or property received by it to be distributed to the Owners entitled thereto, after deduction or upon payment of any fees and expenses of the Depositary and any taxes or other governmental charges, in any manner that the Depositary deems equitable and practicable for accomplishing that distribution (which may be a distribution of depositary shares representing the securities received); provided , however , that if in the opinion of the Depositary such distribution cannot be made proportionately among the Owners of Receipts entitled thereto, or if for any other reason the Depositary deems such distribution not to be lawful and feasible, the Depositary may adopt such other method as it may deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and distribution of the net proceeds of any such sale (net of the fees and expenses of the Depositary as provided in Article 7 hereof and Section 5.9 of the Deposit Agreement) to the Owners entitled thereto all in the manner and subject to the conditions set forth in Section 4.1 of the Deposit Agreement. The Depositary may withhold any distribution of securities under Section 4.2 of the Deposit Agreement if it has not received satisfactory assurances from the Company that the distribution does not require registration under the Securities Act of 1933. The Depositary may sell, by public or private sale, an amount of securities or other property it would otherwise distribute under this Article that is sufficient to pay its fees and expenses in respect of that distribution. If a distribution under Section 4.2 of the Deposit Agreement would represent a return of all of substantially all the value of the Deposited Securities underlying American Depositary Shares, the Depositary may require surrender of those American Depositary Shares and may require payment of or deduct the fee for surrender of American Depositary Shares (whether or not it is also requiring surrender of American Depositary Shares) as a condition of making that distribution. A distribution of that kind shall be a Termination Option Event .

Whenever the Depositary receives any distribution consisting of a dividend in, or free distribution of, Shares, the Depositary may deliver to the Owners entitled thereto, an aggregate number of American Depositary Shares representing the amount of Shares received as that dividend or free distribution, subject to the terms and conditions of the Deposit Agreement with respect to the deposit of Shares and issuance of American Depositary Shares, including the withholding of any tax or other governmental charge as provided in Section 4.11 of the Deposit Agreement and the payment of the fees and expenses of the Depositary as provided in Article 7 hereof and Section 5.9 of the Deposit Agreement (and the Depositary may sell, by public or private sale, an amount of Shares received (or American Depositary Shares representing those Shares) sufficient to pay its fees and expenses in respect of that distribution). In lieu of delivering fractional American Depositary Shares, the Depositary may sell the amount of Shares represented by the aggregate of those fractions (or American Depositary Shares representing those Shares) and distribute the net proceeds, all in the manner and subject to the conditions described in Section 4.1 of the Deposit Agreement. If and to the extent that additional American Depositary Shares are not delivered and Shares or American Depositary Shares are not sold, each American Depositary Share shall thenceforth also represent the additional Shares distributed on the Deposited Securities represented thereby.

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If the Company declares a distribution in which holders of Deposited Securities have a right to elect whether to receive cash, Shares or other securities or a combination of those things, or a right to elect to have a distribution sold on their behalf, the Depositary may, after consultation with the Company, make that right of election available for exercise by Owners any manner the Depositary considers to be lawful and practical. As a condition of making a distribution election right available to Owners, the Depositary may require satisfactory assurances from the Company that doing so does not require registration of any securities under the Securities Act of 1933.

If the Depositary determines that any distribution received or to be made by the Depositary (including Shares and rights to subscribe therefor) is subject to any tax or other governmental charge that the Depositary is obligated to withhold, the Depositary may sell, by public or private sale, all or a portion of the distributed property (including Shares and rights to subscribe therefor) in the amounts and manner the Depositary deems necessary and practicable to pay any those taxes or charges, and the Depositary shall distribute the net proceeds of that sale, after deduction of those taxes or charges, to the Owners entitled thereto in proportion to the number of American Depositary Shares held by them respectively.

Each Owner and Holder agrees to indemnify the Company, the Depositary, the Custodian and their respective directors, employees, agents and affiliates for, and hold each of them harmless against, any claim by any governmental authority with respect to taxes, additions to tax, penalties or interest arising out of any refund of taxes, reduced withholding at source or other tax benefit received by it. Services for Owners and Holders that may permit them to obtain reduced rates of tax withholding at source or reclaim excess tax withheld, and the fees and costs associated with using services of that kind, are not provided under, and are outside the scope of, the Deposit Agreement.

13. RIGHTS.

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(b) If the Depositary will act under (a)(i) above, the Company and the Depositary will enter into a separate agreement setting forth the conditions and procedures applicable to the particular offering. Upon instruction from an applicable Owner in the form the Depositary specified and upon payment by that Owner to the Depositary of an amount equal to the purchase price of the securities to be received upon the exercise of the rights, the Depositary shall, on behalf of that Owner, exercise the rights and purchase the securities. The purchased securities shall be delivered to, or as instructed by, the Depositary. The Depositary shall (i) deposit the purchased Shares under the Deposit Agreement and deliver American Depositary Shares representing those Shares to that Owner or (ii) deliver or cause the purchased Shares or other securities to be delivered to or to the order of that Owner. The Depositary will not act under (a)(i) above unless the offer and sale of the securities to which the rights relate are registered under the Securities Act of 1933 or the Depositary has received an opinion of United States counsel that is satisfactory to it to the effect that those securities may be sold and delivered to the applicable Owners without registration under the Securities Act of 1933.

(e) Payment or deduction of the fees of the Depositary as provided in Section 5.9 of the Deposit Agreement and payment or deduction of the expenses of the Depositary and any applicable taxes or other governmental charges shall be conditions of any delivery of securities or payment of cash proceeds under Section 4.4 of that Agreement.

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14. CONVERSION OF FOREIGN CURRENCY.

Whenever the Depositary or the Custodian receives foreign currency, by way of dividends or other distributions or the net proceeds from the sale of securities, property or rights, and if at the time of the receipt thereof the foreign currency so received can in the judgment of the Depositary be converted on a reasonable basis into Dollars and the resulting Dollars transferred to the United States, the Depositary shall convert or cause to be converted by sale or in any other manner that it may determine that foreign currency into Dollars, and those Dollars shall be distributed to the Owners entitled thereto. A cash distribution may be made upon an averaged or other practicable basis without regard to any distinctions among Owners based on exchange restrictions, the date of delivery of any American Depositary Shares or otherwise and shall be net of any expenses of conversion into Dollars incurred by the Depositary as provided in Section 5.9 of the Deposit Agreement.

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 Owners, subject to the Depositary’s obligations under Section 5.3 of that Agreement. The methodology used to determine exchange rates used in currency conversions is available upon request.

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15. RECORD DATES.

Whenever a cash dividend, cash distribution or any other distribution is made on Deposited Securities or rights to purchase Shares or other securities are issued with respect to Deposited Securities (which rights will be delivered to or exercised or sold on behalf of Owners in accordance with Section 4.4 of the Deposit Agreement) or the Depositary receives notice that a distribution or issuance of that kind will be made, or whenever the Depositary receives notice that a meeting of holders of Shares will be held in respect of which the Company has requested the Depositary to send a notice under Section 4.7 of the Deposit Agreement, or whenever the Depositary will assess a fee or charge against the Owners, or whenever the Depositary causes a change in the number of Shares that are represented by each American Depositary Share, or whenever the Depositary otherwise finds it necessary or convenient, the Depositary shall fix a record date, which shall be the same as, or as near as practicable to, any corresponding record date set by the Company with respect to Shares, (a) for the determination of the Owners (i) who shall be entitled to receive the benefit of that dividend or other distribution or those rights, (ii) who shall be entitled to give instructions for the exercise of voting rights at that meeting, (iii) who shall be responsible for that fee or charge or (iv) for any other purpose for which the record date was set, or (b) on or after which each American Depositary Share will represent the changed number of Shares. Subject to the provisions of Sections 4.1 through 4.5 of the Deposit Agreement and to the other terms and conditions of the Deposit Agreement, the Owners on a record date fixed by the Depositary shall be entitled to receive the amount distributable by the Depositary with respect to that dividend or other distribution or those rights or the net proceeds of sale thereof in proportion to the number of American Depositary Shares held by them respectively, to give voting instructions or to act in respect of the other matter for which that record date was fixed, or be responsible for that fee or charge, as the case may be.

16. VOTING OF DEPOSITED SHARES.

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(i) the Company instructed the Depositary to Disseminate a notice under paragraph (a) above and complied with paragraph (d) below,

(ii) no instructions are received by the Depositary from an Owner with respect to a matter and an amount of American Depositary Shares of that Owner on or before the Instruction Cutoff Date and

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17. TENDER AND EXCHANGE OFFERS; REDEMPTION, REPLACEMENT OR CANCELLATION OF DEPOSITED SECURITIES.

(b) If the Depositary receives a written notice that Deposited Securities have been redeemed for cash or otherwise purchased for cash in a transaction that is mandatory and binding on the Depositary as a holder of those Deposited Securities (a “ Redemption ”), the Depositary, at the expense of the Company, shall (i) if required, surrender Deposited Securities that have been redeemed to the issuer of those securities or its agent on the redemption date, (ii) Disseminate a notice to Owners (A) notifying them of that Redemption, (B) calling for surrender of a corresponding number of American Depositary Shares and (C) notifying them that the called American Depositary Shares have been converted into a right only to receive the money received by the Depositary upon that Redemption and those net proceeds shall be the Deposited Securities to which Owners of those converted American Depositary Shares shall be entitled upon surrenders of those American Depositary Shares in accordance with Section 2.5 or 6.2 of the Deposit Agreement and (iii) distribute the money received upon that Redemption to the Owners entitled to it upon surrender by them of called American Depositary Shares in accordance with Section 2.5 of that Agreement (and, for the avoidance of doubt, Owners shall not be entitled to receive that money under Section 4.1 of that Agreement). If the Redemption affects less than all the Deposited Securities, the Depositary shall call for surrender a corresponding portion of the outstanding American Depositary Shares and only those American Depositary Shares will automatically be converted into a right to receive the net proceeds of the Redemption. The Depositary shall allocate the American Depositary Shares converted under the preceding sentence among the Owners pro-rata to their respective holdings of American Depositary Shares immediately prior to the Redemption, except that the allocations may be adjusted so that no fraction of a converted American Depositary Share is allocated to any Owner. A Redemption of all or substantially all of the Deposited Securities shall be a Termination Option Event .

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(c) If the Depositary is notified of or there occurs any change in nominal value or any subdivision, combination or any other reclassification of the Deposited Securities or any recapitalization, reorganization, sale of assets substantially as an entirety, merger or consolidation affecting the issuer of the Deposited Securities or to which it is a party that is mandatory and binding on the Depositary as a holder of Deposited Securities and, as a result, securities or other property have been or will be delivered in exchange, conversion, replacement or in lieu of, Deposited Securities (a “ Replacement ”), the Depositary shall, if required, surrender the old Deposited Securities affected by that Replacement of Shares and hold, as new Deposited Securities under the Deposit Agreement, the new securities or other property delivered to it in that Replacement. However , the Depositary may elect to sell those new Deposited Securities if in the opinion of the Depositary it is not lawful or not practical for it to hold those new Deposited Securities under the Deposit Agreement because those new Deposited Securities may not be distributed to Owners without registration under the Securities Act of 1933 or for any other reason, at public or private sale, at such places and on such terms as it deems proper and proceed as if those new Deposited Securities had been Redeemed under paragraph (b) above. A Replacement shall be a Termination Option Event .

(d) In the case of a Replacement where the new Deposited Securities will continue to be held under the Deposit Agreement, the Depositary may call for the surrender of outstanding Receipts to be exchanged for new Receipts specifically describing the new Deposited Securities and the number of those new Deposited Securities represented by each American Depositary Share. If the number of Shares represented by each American Depositary Share decreases as a result of a Replacement, the Depositary may call for surrender of the American Depositary Shares to be exchanged on a mandatory basis for a lesser number of American Depositary Shares and may sell American Depositary Shares to the extent necessary to avoid distributing fractions of American Depositary Shares in that exchange and distribute the net proceeds of that sale to the Owners entitled to them.

(e) If there are no Deposited Securities with respect to American Depositary Shares, including if the Deposited Securities are cancelled, or the Deposited Securities with respect to American Depositary Shares become apparently worthless, the Depositary may call for surrender of those American Depositary Shares or may cancel those American Depositary Shares, upon notice to Owners, and a Termination Option Event occurs.

18. LIABILITY OF THE COMPANY AND DEPOSITARY.

Neither the Depositary nor the Company nor any of their respective directors, employees, agents or affiliates shall incur any liability to any Owner or Holder:

(i) if by reason of (A) any provision of any present or future law or regulation or other act of the government of the United States, any State of the United States or any other state or jurisdiction, or of any governmental or regulatory authority or stock exchange; (B) (in the case of the Depositary only) any provision, present or future, of the articles of association or similar document of the Company, or by reason of any provision of any securities issued or distributed by the Company, or any offering or distribution thereof; or (C) any event or circumstance, whether natural or caused by a person or persons, that is beyond the ability of the Depositary or the Company, as the case may be, to prevent or counteract by reasonable care or effort (including, but not limited to earthquakes, floods, severe storms, fires, explosions, war, terrorism, civil unrest, labor disputes or criminal acts; interruptions or malfunctions of utility services, Internet or other communications lines or systems; unauthorized access to or attacks on computer systems or websites; or other failures or malfunctions of computer hardware or software or other systems or equipment), the Depositary or the Company is, directly or indirectly, prevented from, forbidden to or delayed in, or could be subject to any civil or criminal penalty on account of doing or performing and therefore does not do or perform, any act or thing that, by the terms of the Deposit Agreement or the Deposited Securities, it is provided shall be done or performed;

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(ii) for any exercise of, or failure to exercise, any discretion provided for in the Deposit Agreement (including any determination by the Depositary to take, or not take, any action that the Deposit Agreement provides the Depositary may take);

(iii) for the inability of any Owner or Holder to benefit from any distribution, offering, right or other benefit that is made available to holders of Deposited Securities but is not, under the terms of the Deposit Agreement, made available to Owners or Holders; or

(iv) for any special, consequential or punitive damages for any breach of the terms of the Deposit Agreement.

Where, by the terms of a distribution to which Section 4.1, 4.2 or 4.3 of the Deposit Agreement applies, or an offering to which Section 4.4 of that Agreement applies, or for any other reason, that distribution or offering may not be made available to Owners, and the Depositary may not dispose of that distribution or offering on behalf of Owners and make the net proceeds available to Owners, then the Depositary shall not make that distribution or offering available to Owners, and shall allow any rights, if applicable, to lapse.

Neither the Company nor the Depositary assumes any obligation or shall be subject to any liability under the Deposit Agreement to Owners or Holders, except that they agree to perform their obligations specifically set forth in the Deposit Agreement without negligence or bad faith. The Depositary shall not be a fiduciary or have any fiduciary duty to Owners or Holders. The Depositary shall not be subject to any liability with respect to the validity or worth of the Deposited Securities. Neither the Depositary nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit, or other proceeding in respect of any Deposited Securities or in respect of the American Depositary Shares, on behalf of any Owner or Holder or other person. Neither the Depositary nor the Company shall be liable for any action or non-action by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Owner or Holder, or any other person believed by it in good faith to be competent to give such advice or information. Each of the Depositary and the Company may rely, and shall be protected in relying upon, any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with a matter arising wholly after the removal or resignation of the Depositary, provided that in connection with the issue out of which such potential liability arises, the Depositary performed its obligations without negligence or bad faith while it acted as Depositary. The Depositary shall not be liable for the acts or omissions of any securities depository, clearing agency or settlement system in connection with or arising out of book-entry settlement of American Depositary Shares or Deposited Securities or otherwise. In the absence of bad faith on its part, the Depositary shall not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities or for the manner in which any such vote is cast or the effect of any such vote. The Depositary shall have no duty to make any determination or provide any information as to the tax status of the Company or any liability for any tax consequences that may be incurred by Owners or Holders as a result of owning or holding American Depositary Shares. The Depositary shall not be liable for the inability or failure of an Owner or 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. No disclaimer of liability under the United States federal securities laws is intended by any provision of the Deposit Agreement.

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19. RESIGNATION AND REMOVAL OF THE DEPOSITARY; APPOINTMENT OF SUCCESSOR CUSTODIAN.

The Depositary may at any time resign as Depositary under the Deposit Agreement by written notice of its election so to do delivered to the Company, to become effective upon the appointment of a successor depositary and its acceptance of such appointment as provided in the Deposit Agreement. The Depositary may at any time be removed by the Company by 90 days’ prior written notice of that removal, to become effective upon the later of (i) the 90th day after delivery of the notice to the Depositary and (ii) the appointment of a successor depositary and its acceptance of its appointment as provided in the Deposit Agreement. The Depositary in its discretion may at any time appoint a substitute or additional custodian or custodians.

20. AMENDMENT.

The form of the Receipts and any provisions of the Deposit Agreement may at any time and from time to time be amended by agreement between the Company and the Depositary without the consent of Owners or Holders in any respect which they may deem necessary or desirable. Any amendment that would impose or increase any fees or charges (other than taxes and other governmental charges, registration fees, cable, telex or facsimile transmission costs, delivery costs or other such expenses), or that would otherwise prejudice any substantial existing right of Owners, shall, however, not become effective as to outstanding American Depositary Shares until the expiration of 30 days after notice of that amendment has been Disseminated to the Owners of outstanding American Depositary Shares. Every Owner and Holder, at the time any amendment so becomes effective, shall be deemed, by continuing to hold American Depositary Shares or any interest therein, to consent and agree to that amendment and to be bound by the Deposit Agreement as amended thereby. Upon the effectiveness of an amendment to the form of Receipt, including a change in the number of Shares represented by each American Depositary Share, the Depositary may call for surrender of Receipts to be replaced with new Receipts in the amended form or call for surrender of American Depositary Shares to effect that change of ratio. In no event shall any amendment impair the right of the Owner to surrender American Depositary Shares and receive delivery of the Deposited Securities represented thereby, except in order to comply with mandatory provisions of applicable law.

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21. TERMINATION OF DEPOSIT AGREEMENT.

(a) The Company may initiate termination of the Deposit Agreement by notice to the Depositary. The Depositary may initiate termination of the Deposit Agreement if (i) at any time 90 days shall have expired after the Depositary delivered to the Company a written resignation notice and a successor depositary has not been appointed and accepted its appointment as provided in Section 5.4 of that Agreement, (ii) an Insolvency Event or Delisting Event occurs with respect to the Company or (iii) a Termination Option Event has occurred or will occur. If termination of the Deposit Agreement is initiated, the Depositary shall Disseminate a notice of termination to the Owners of all American Depositary Shares then outstanding setting a date for termination (the “ Termination Date ”), which shall be at least 90 days after the date of that notice, and the Deposit Agreement shall terminate on that Termination Date.

(b) After the Termination Date, the Company shall be discharged from all obligations under the Deposit Agreement except for its obligations to the Depositary under Sections 5.8 and 5.9 of that Agreement.

(c) At any time after the Termination Date, the Depositary may sell the Deposited Securities then held under the Deposit Agreement and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it hereunder, unsegregated and without liability for interest, for the pro rata benefit of the Owners of American Depositary Shares that remain outstanding, and those Owners will be general creditors of the Depositary with respect to those net proceeds and that other cash. After making that sale, the Depositary shall be discharged from all obligations under the Deposit Agreement, except (i) to account for the net proceeds and other cash (after deducting, in each case, the fee of the Depositary for the surrender of American Depositary Shares, any expenses for the account of the Owner of such American Depositary Shares in accordance with the terms and conditions of the Deposit Agreement and any applicable taxes or governmental charges) and pay them to Owners upon surrender of American Depositary Shares in accordance with Section 2.5 of that Agreement and (ii) for its obligations under Section 5.8 of that Agreement and (iii) to act as provided in paragraph (d) below.

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(d) After the Termination Date, the Depositary shall continue to receive dividends and other distributions pertaining to Deposited Securities (that have not been sold), may sell rights and other property as provided in the Deposit Agreement and shall deliver Deposited Securities (or sale proceeds) upon surrender of American Depositary Shares (after payment or upon deduction, in each case, of the fee of the Depositary for the surrender of American Depositary Shares, any expenses for the account of the Owner of those American Depositary Shares in accordance with the terms and conditions of the Deposit Agreement and any applicable taxes or governmental charges). After the Termination Date, the Depositary shall not accept deposits of Shares or deliver American Depositary Shares. After the Termination Date, (i) the Depositary may refuse to accept surrenders of American Depositary Shares for the purpose of withdrawal of Deposited Securities (that have not been sold) or reverse previously accepted surrenders of that kind that have not settled if in its judgment the requested withdrawal would interfere with its efforts to sell the Deposited Securities, (ii) the Depositary will not be required to deliver cash proceeds of the sale of Deposited Securities until all Deposited Securities have been sold and (iii) the Depositary may discontinue the registration of transfers of American Depositary Shares and suspend the distribution of dividends and other distributions on Deposited Securities to the Owners and need not give any further notices or perform any further acts under the Deposit Agreement except as provided in Section 6.2 of that Agreement.

22. DTC DIRECT REGISTRATION SYSTEM AND PROFILE MODIFICATION SYSTEM.

(a) Notwithstanding the provisions of Section 2.4 of the Deposit Agreement, the parties acknowledge that DTC’s Direct Registration System (“ DRS ”) and Profile Modification System (“ Profile ”) apply to the American Depositary Shares upon acceptance thereof to DRS by DTC. DRS is the system administered by DTC that facilitates interchange between registered holding of uncertificated securities and holding of security entitlements in those securities through DTC and a DTC participant. Profile is a required feature of DRS that allows a DTC participant, claiming to act on behalf of an Owner of American Depositary Shares, to direct the Depositary to register a transfer of those American Depositary Shares to DTC or its nominee and to deliver those American Depositary Shares to the DTC account of that DTC participant without receipt by the Depositary of prior authorization from the Owner to register that transfer.

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(b) In connection with DRS/Profile, the parties acknowledge that the Depositary will not determine whether the DTC participant that is claiming to be acting on behalf of an Owner in requesting registration of transfer and delivery described in paragraph (a) above has the actual authority to act on behalf of that Owner (notwithstanding any requirements under the Uniform Commercial Code). For the avoidance of doubt, the provisions of Sections 5.3 and 5.8 of the Deposit Agreement apply to the matters arising from the use of the DRS/Profile. The parties agree that the Depositary’s reliance on and compliance with instructions received by the Depositary through the DRS/Profile system and otherwise in accordance with the Deposit Agreement, shall not constitute negligence or bad faith on the part of the Depositary.

23. ARBITRATION; SETTLEMENT OF DISPUTES.

Any controversy, claim or cause of action brought by any party hereto against the Company arising out of or relating to the Shares or other Deposited Securities, the American Depositary Shares, the Receipts or the Deposit Agreement, or the breach hereof or thereof, if so elected by the claimant, shall be settled by arbitration in accordance with the International Arbitration Rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof.

The place of the arbitration shall be The City of New York, State of New York, United States of America, and the language of the arbitration shall be English

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24. APPOINTMENT OF AGENT FOR SERVICE OF PROCESS; SUBMISSION TO JURISDICTION; JURY TRIAL WAIVER; WAIVER OF IMMUNITIES.

The Company has (i) appointed Puglisi & Associate, located at 850 Library Avenue, Suite 204, Newark, Delaware 19711, as the Company’s authorized agent upon which process may be served in any suit or proceeding (including any arbitration proceeding) arising out of or relating to the Shares or Deposited Securities, the American Depositary Shares, the Receipts or this Agreement, (ii) consented and submitted to the jurisdiction of any state or federal court in the State of New York in which any such suit or proceeding may be instituted, and (iii) agreed that service of process upon said authorized agent shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding.

EACH PARTY TO THE DEPOSIT AGREEMENT (INCLUDING, FOR AVOIDANCE OF DOUBT, EACH OWNER AND HOLDER) THEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING AGAINST THE COMPANY AND/OR THE DEPOSITARY DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THE SHARES OR OTHER DEPOSITED SECURITIES, THE AMERICAN DEPOSITARY SHARES OR THE RECEIPTS, THE DEPOSIT AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREIN OR THEREIN, OR THE BREACH HEREOF OR THEREOF, INCLUDING WITHOUT LIMITATION ANY QUESTION REGARDING EXISTENCE, VALIDITY OR TERMINATION (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).

To the extent that the Company or any of its properties, assets or revenues may have or hereafter become entitled to, or have attributed to it, any right of immunity, on the grounds of sovereignty or otherwise, from any legal action, suit or proceeding, from the giving of any relief in any respect thereof, from setoff or counterclaim, from the jurisdiction of any court, from service of process, from attachment upon or prior to judgment, from attachment in aid of execution or judgment, or other legal process or proceeding for the giving of any relief or for the enforcement of any judgment, in any jurisdiction in which proceedings may at any time be commenced, with respect to its obligations, liabilities or any other matter under or arising out of or in connection with the Shares or Deposited Securities, the American Depositary Shares, the Receipts or the Deposit Agreement, the Company, to the fullest extent permitted by law, hereby irrevocably and unconditionally waives, and agrees not to plead or claim, any such immunity and consents to such relief and enforcement.

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Exhibit 5.1

To: Pintec Technology Holdings Limited

1 August 2018

PINTEC TECHNOLOGY HOLDINGS LIMITED

We have acted as Cayman Islands legal advisers to Pintec Technology Holdings Limited

(the “ Company ”) in connection with the Company ’ s registration statement on Form F-1, including all amendments or supplements thereto (the “ Registration Statement ”), filed with the United States Securities and Exchange Commission (the “ Commission ”) under the United States Securities Act of 1933, as amended (the “ Act ”) related to the registration of class A ordinary shares of par value US$0.000125 (“ Class A Ordinary Shares ”), including Class A Ordinary Shares represented by American Depositary Shares (“ ADSs ”).

This opinion is given in accordance with the terms of the Legal Matters section of the Registration Statement.

1 Documents Reviewed

For the purposes of this opinion we have reviewed originals, copies or final drafts of the following documents, and such other documents as we have deemed necessary:

1.1 the Certificate of Incorporation dated 2 March 2017;

1.2 a Certificate of Good Standing issued by the Registrar of Companies in the Cayman Islands (the “ Certificate of Good Standing ”);

1.3 the Second Amended and Restated Memorandum and Articles of Association of the Company (the “ Current M&A ”)

1.4 the Third Amended and Restated Memorandum and Articles of Association of the Company as adopted by a special resolution passed on 11 July 2018 and effective immediately prior to the completion of the Company ’ s initial public offering of the ADSs representing the Class A Ordinary Shares (the “ IPO M&A ”);

1.5 the written resolutions of the board of Directors dated 11 July 2018 and the written resolutions of the shareholders of the Company dated 11 July 2018 (the “ Resolutions ”);

1.6 a certificate from a Director of the Company addressed to this firm, a copy of which is attached hereto (the “ Director’s Certificate ”);

1.7 the register of members of the Company (the “ Register of Members ”); and

1.8 the Registration Statement.

2 Assumptions

The following opinions are given only as to and based on circumstances and matters of fact existing at the date hereof and as to the laws of the Cayman Islands as the same are in force at the date hereof. In giving this opinion, we have relied upon the completeness and accuracy (and assumed the continuing completeness and accuracy as at the date hereof) of the Director’s Certificate, as to matters of fact, without further verification and have assumed that copy documents or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals.

3 Opinions

Based upon, and subject to, the foregoing assumptions, and having regard to such legal considerations as we deem relevant, we are of the opinion that:

3.1 the Company has been duly incorporated and is validly existing and in good standing under the laws of the Cayman Islands;

3.2 the Class A Ordinary Shares to be offered and issued by the Company as contemplated by the Registration Statement have been duly authorised for issue, and when issued by the Company against payment in full of the consideration therefor, in accordance with the terms set out in the Registration Statement and the IPO M&A and when duly registered in the Company ’ s Register of Members (shareholders), the Class A Ordinary Shares will be validly issued, fully paid and non-assessable (which term means when used herein that no further sums are required to be paid by the holders thereof in connection with the issue of such Class A Ordinary Shares);

3.3 the statements under the caption “Taxation” in the prospectus supplement forming part of the Registration Statement, to the extent that they constitute statements of Cayman Islands law, are accurate in all material respects and such statements constitute our opinion; and

3.4 under the Companies Law (2018 Revision) of the Cayman Islands, the register of members of a Cayman Islands company is by statute regarded as prima facie evidence of any matters which the Companies Law (2018 Revision) directs or authorises to be inserted in there. A third party interest in the shares in question would not appear. An entry in the register of members may yield to a court order for rectification (for example, in the event of fraud or manifest error).

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the headings “Enforceability of Civil Liabilities”, “Taxation” and “Legal Matters” and elsewhere in the prospectus and the prospectus supplement included in the Registration Statement. In providing our consent, we do not thereby admit that we are experts within the meaning of Section 11 of the Act or that we are in the category of persons whose consent is required under Section 7 of the Act or the Rules and Regulations of the Commission thereunder.

This opinion is limited to the matters detailed herein and is not to be read as an opinion with respect to any other matter.

Yours faithfully

/s/TRAVERS THORP ALBERGA

TRAVERS THORP ALBERGA

Exhibit 10.20

Confidential treatment has been requested for redacted portions of this exhibit.

This copy omits the information subject to the confidentiality request. Omissions are designated as ***.

A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.

“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

Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as ***. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.

· 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

Confidential treatment has been requested for redacted portions of this exhibit.

This copy omits the information subject to the confidentiality request. Omissions are designated as ***.

A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.

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

Confidential treatment has been requested for redacted portions of this exhibit.

This copy omits the information subject to the confidentiality request. Omissions are designated as ***.

A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.

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

Confidential treatment has been requested for redacted portions of this exhibit.

This copy omits the information subject to the confidentiality request. Omissions are designated as ***.

A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.

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 10.32

Loan Agreement

This Loan Agreement (hereinafter referred to as “this Agreement”) is executed in Chaoyang District Beijing on July 14, 2018 between:

Lender: Xijin (Shanghai) Venture Capital Investment Management Co., Ltd.

Address: Room 212-A, No. 89 Yunling East Road, Putuo District, Shanghai

Borrower: Shenzhen Qianhai Minheng Business Factoring Co., Ltd.

Address: Room 201, Building A, No. 1 Qianwan 1st Road, Qianhai SZ-HK Cooperation Zone, Shenzhen (registered with Shenzhen Qianhai Business Secretary Co., Ltd.)

WHEREAS the Lender intends to provide the Borrower with a fund for the purposes specified in this Agreement, the parties hereby execute this Agreement as follows:

1. Loan

1.1 Pursuant to the terms and conditions of this Agreement, the Lender agrees to provide the Borrower with a loan amounting to RMB70,000,000 (say Renminbi seventy million yuan only)(hereinafter referred to as the “Loan”).

1.2 The loan shall be released to the Borrower subject to Article 4 of this Agreement.

1.3 The term of the Loan is one year from the date of remittance of the Loan to the Borrower’s bank account, with 365 days being considered as one year (“Term of Loan”). The Term of Loan is renewable if both parties agree.

1.4 The Lender agrees that the interest rate of the Loan within the Term of Loan specified in Article 1.2 is annualized at 10.3%.

2. Purposes of the Loan

2.1 Both parties agree that the Loan under this Agreement is available to the Borrower for the purpose of liquidity support.

3. Repayment

3.1 The Borrower shall repay the Loan to the Lender in a lump sum on the date of expiry of the Term of the Loan (“Repayment Date”). Both parties agree that the Borrower has the right to discharge part or all of the Loan in advance of the Repayment Date, and, in this case, the interest shall accrue to the extent of the then date of repayment by the Borrower.

3.2 The Lender and the Borrower hereby agree and acknowledge that the Borrower shall pay off the Loan without any conditions and without the need of a notice from the Lender.

4. Prerequisites

4.1 The Loan under this Agreement shall be rendered by the Lender to the Borrower subject to the following conditions (the Lender has the right but no obligation to waive any or all of the loan release prerequisites provided in Article 4.1):

(1) The Borrower’s representations and warranties are true, accurate and complete on the date of rendering the Loan by the Lender;

(2) The Borrower acknowledges that, on or before the date of rendering the Loan by the Lender, no significant event has material adverse effect on the Borrower or its financial standing occurs, nor does any event have material adverse effect on the Borrower’s legal rights capacity, civil capacity and financial standing.

5. Representations and warranties

5.1 The Lender hereby represents and warrants as follows:

(1) The Lender is a limited liability company legally established and effectively existing under the laws of the People’s Republic of China;

(2) The Lender has the right to sign this Agreement and perform the obligations under this Agreement;

(3) The obligations imposed on the Lender by this Agreement are effective and binding upon it, and are enforceable in accordance with the terms and conditions of this Agreement; and

(4) The source of funds available as the Loan under this Agreement is legitimate, and is not earnings from, derived from, or characterized by criminal offenses such as drug crimes, underworld organized crimes, terrorist crimes, smuggling crimes, corruption and bribery crimes, financial management order crimes, and financial fraud crimes, and is not in any connection with violation of the Anti-money Laundering Law of the People’s Republic of China and other laws and regulations.

5.2 The Borrower hereby represents and warrants as follows:

(1) The Borrower is a limited liability company legally established and effectively existing under the laws of the People’s Republic of China;

(2) The Borrower has the right to sign this Agreement and perform the obligations under this Agreement; and

(3) The obligations imposed on the Borrower by this Agreement are effective and binding upon it, and are enforceable in accordance with the terms and conditions of this Agreement.

6. Confidentiality obligations

6.1 The parties hereto acknowledge and determine that any oral or written information exchanged between them in connection with this Agreement is confidential. The parties hereto shall keep all such information confidential and shall not disclose any of such information to any third party without the prior written consent of the other party, except that: (a) the general public is, or is to be, aware of the information (which is not attributable to disclosure by a receiver of the information to the general public without permission; (b) the information is required by applicable laws or regulations to be disclosed; or (c) the information needs to be disclosed by a party to its board of directors or legal or financial advisors for the purpose of the transaction under this Agreement, provided that the directors and legal or financial advisors are also held obligated to keep confidentiality in a way similar to this confidentiality provision. The leak of the information, by a staff member or a recruited agency of a party hereto, shall be deemed as a leak by this party, in which case this party shall be liable for breach of contract in accordance with this Agreement. This provision shall survive regardless of the termination of this Agreement by any reason .

7. Liabilities for breach of contract

7.1 Either party hereto violating any provisions of this Agreement, failing to perform the obligations under this Agreement or disrupting performance of all or part of this Agreement shall bear the liability for breach of contract and indemnify the other party for any losses arising therefrom (including the consequential litigation fees and attorneys’ fees). In the event that both parties hereto breach the Agreement, the parties shall duly bear liabilities to the extent as the case may be.

8. Applicable laws and settlement of disputes

8.1 The law of the People’s Republic of China shall apply to the conclusion, effect, interpretation, performance, amendment, and termination of this Agreement as well as the settlement of disputes.

8.2 Any dispute arising from the interpretation or performance of this Agreement shall be settled by the parties hereto through friendly negotiation first. If the dispute is still pending within 30 days after the service of a written notice by one party to the other party with a request for negotiation of settlement, either party may lodge the dispute to the China International Economic and Trade Arbitration Commission, which will conduct arbitration in accordance with the then effective arbitration rules. The arbitration shall be conducted in Beijing in the Chinese language. The adjudication out of the arbitration is final and binding upon both parties.

9. Miscellaneous

9.1 Any amendment or supplement to this Agreement and appendices hereto shall be made in writing.

9.2 This Agreement shall become effective as of the date of signing and shall terminate upon complete discharge of all loans under this Agreement.

9.3 In the even t that one or more of the provisions of this Agreement are adjudicated as invalid, illegal or unenforceable in whatsoever respect by any laws or regulations, the remaining terms of this Agreement shall not be prejudiced or impaired in any respect regarding effect, legality and enforceability. The parties hereto shall, through consultation of good faith, endeavor to replace those ineffective, illegal or unenforceable provisions with provisions that are legally permitted, expected by both parties and effective to the largest extent of the expectation of both parties; the economic effects of such effective provisions shall be similar to the economic effects of the ineffective, illegal and unenforceable provisions.

9.4 Matters not covered in this Agreement are subject to a separate written consensus of both parties through negotiation.

9.5 This Agreement is made in Chinese in duplicate, and each party holds one counterpart having the same legal effect.

(The following is intentionally left blank)

IN WITNESS WHEREOF, the parties have executed this Agreement with immediate effect on the date first set forth above.

Lender: Xijin (Shanghai) Venture Capital Investment Management Co., Ltd. (seal)

/s/ Xinjin (Shanghai) Venture Capital Investment Management Co., Ltd.

Authorize Signature:

/s/GUO Jia

IN WITNESS WHEREOF, the parties have executed this Agreement with immediate effect on the date first set forth above.

Borrower: Shenzhen Qianhai Minheng Business Factoring Co., Ltd. (seal)

/s/ Shenzhen Qianhai Minheng Business Factoring Co., Ltd.

Exhibit 10.33

Loan Agreement

This Loan Agreement (hereinafter referred to as “this Agreement”) is executed in Chaoyang District Beijing on July 25, 2018 between:

Lender: Xijin (Shanghai) Venture Capital Investment Management Co., Ltd.

Address: Room 212-A, No. 89 Yunling East Road, Putuo District, Shanghai

Borrower: Shenzhen Qianhai Minheng Business Factoring Co., Ltd.

Address: Room 201, Building A, No. 1 Qianwan 1st Road, Qianhai SZ-HK Cooperation Zone, Shenzhen (registered with Shenzhen Qianhai Business Secretary Co., Ltd.)

WHEREAS the Lender intends to provide the Borrower with a fund for the purposes specified in this Agreement, the parties hereby execute this Agreement as follows:

1. Loan

1.1 Pursuant to the terms and conditions of this Agreement, the Lender agrees to provide the Borrower with a loan amounting to RMB120,000,000 (say Renminbi one hundred and twenty million yuan only)(hereinafter referred to as the “Loan”).

1.2 The loan shall be released to the Borrower subject to Article 4 of this Agreement.

1.4 The Lender agrees that the interest rate of the Loan within the Term of Loan specified in Article 1.2 is annualized at 10.3%.

2. Purposes of the Loan

2.1 Both parties agree that the Loan under this Agreement is available to the Borrower for the purpose of liquidity support.

3. Repayment

3.2 The Lender and the Borrower hereby agree and acknowledge that the Borrower shall pay off the Loan without any conditions and without the need of a notice from the Lender.

4. Prerequisites

(1) The Borrower’s representations and warranties are true, accurate and complete on the date of rendering the Loan by the Lender;

5. Representations and warranties

5.1 The Lender hereby represents and warrants as follows:

(1) The Lender is a limited liability company legally established and effectively existing under the laws of the People’s Republic of China;

(2) The Lender has the right to sign this Agreement and perform the obligations under this Agreement;

(3) The obligations imposed on the Lender by this Agreement are effective and binding upon it, and are enforceable in accordance with the terms and conditions of this Agreement; and

5.2 The Borrower hereby represents and warrants as follows:

(1) The Borrower is a limited liability company legally established and effectively existing under the laws of the People’s Republic of China;

(2) The Borrower has the right to sign this Agreement and perform the obligations under this Agreement; and

(3) The obligations imposed on the Borrower by this Agreement are effective and binding upon it, and are enforceable in accordance with the terms and conditions of this Agreement.

6. Confidentiality obligations

7. Liabilities for breach of contract

8. Applicable laws and settlement of disputes

8.1 The law of the People’s Republic of China shall apply to the conclusion, effect, interpretation, performance, amendment, and termination of this Agreement as well as the settlement of disputes.

9. Miscellaneous

9.1 Any amendment or supplement to this Agreement and appendices hereto shall be made in writing.

9.2 This Agreement shall become effective as of the date of signing and shall terminate upon complete discharge of all loans under this Agreement.

9.4 Matters not covered in this Agreement are subject to a separate written consensus of both parties through negotiation.

9.5 This Agreement is made in Chinese in duplicate, and each party holds one counterpart having the same legal effect.

(The following is intentionally left blank)

IN WITNESS WHEREOF, the parties have executed this Agreement with immediate effect on the date first set forth above.

Lender: Xijin (Shanghai) Venture Capital Investment Management Co., Ltd. (seal)

/s/ Xinjin (Shanghai) Venture Capital Investment Management Co., Ltd.

Authorize Signature:

/s/GUO Jia

IN WITNESS WHEREOF, the parties have executed this Agreement with immediate effect on the date first set forth above.

Borrower: Shenzhen Qianhai Minheng Business Factoring Co., Ltd. (seal)

/s/ Shenzhen Qianhai Minheng Business Factoring Co., Ltd.

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 of Pintec Technology Holdings Limited, which appears in this Registration Statement. We also consent to the references to us under the heading “Experts” in such Registration Statement.

/s/PricewaterhouseCoopers Zhong Tian LLP

Beijing, the People’s Republic of China

October 10, 2018

Exhibit 23.5

July 31 , 2018

Pintec Technology Holdings Limited the “Company”)

The offices of Vistra (Cayman) Limited,
P.O. Box 31119 Grand Pavilion,
Hibiscus Way, 802 West Bay Road,
Grand Cayman, KY1-1205,

Cayman Islands

Ladies and Gentlemen:

Pursuant to Rule 438 under the Securities Act of 1933, as amended, I hereby consent to the reference of my name as a director of the Company, effective immediately upon the effectiveness of the Company’s registration statement on Form F-1 initially filed by the Company on or about July 16, 2018 with the U.S. Securities and Exchange Commission.

Sincerely yours,

/s/ Jimin Zhuo
Name: Jimin Zhuo

Exhibit 99.2

October 10, 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 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 and June 27, 2017.

“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 agreement as listed in item 2(3) of Schedule II hereto which shall not be deemed validly created until it is 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 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”, “Taxation” 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) Technology Co., Ltd. (“Tianjin Anquying”, 安趣盈(天津)科技有限公司 , formerly known as 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 ).