Ruhnn Holding Ltd (Form: F-1, Received: 03/06/2019 06:48:25)

Ruhnn Holding Limited

/s/ FENG Min

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As filed with the Securities and Exchange Commission on March 6, 2019

Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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

Ruhnn Holding Limited
(Exact name of Registrant as specified in its charter)


Cayman Islands (State or Other Jurisdiction of Incorporation or Organization)		5961 (Primary Standard Industrial Classification Code Number)		Not Applicable (I.R.S. Employer Identification Number)

4F, Building 1, Blue Collar Garment Industrial Park
7-1 North Hong Pu Road
Yu Hang District, Hangzhou 311100
People's Republic of China
+86-571-2882-5222
(Address and Telephone Number of Registrant's Principal Executive Offices)

Cogency Global Inc.
10 E. 40th Street, 10th Floor,
New York, NY 10016
+800-221-0102
(Name, address and telephone number of agent for service)


Chris Lin, Esq. Daniel Fertig, Esq. Simpson Thacher & Bartlett LLP c/o 35th Floor, ICBC Tower 3 Garden Road Central, Hong Kong +852-2514-7600		Allen C. Wang, Esq. Latham & Watkins LLP 18th Floor, One Exchange Square 8 Connaught Place Central, Hong Kong +852-2912-2500

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

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

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

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

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 ⁽¹⁾⁽²⁾	Proposed Maximum Aggregate Offering Price ⁽³⁾	Amount of Registration Fee




Class A ordinary shares, par value US$0.000000001 per share	US$200,000,000	US$24,240.00

(1): American depositary shares, or ADSs, evidenced by American depositary receipts issuable upon deposit of Class A ordinary shares registered hereby will be registered under a separate registration statement on Form F-6. Each ADS represents Class A ordinary shares.
(2): Includes (a) Class A ordinary shares represented by ADSs that may be purchased by the underwriters pursuant to their option to purchase additional ADSs and (b) all Class A ordinary shares represented by ADSs initially offered and sold outside the United States that may be resold from time to time in the United States. Offers and sales of shares outside the United States are being made pursuant to Regulation S under the Securities Act of 1933, as amended, and are not covered by this Registration Statement.
(3): Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended.

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

†: 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. These securities may not be sold until the registration statement filed with the United States Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting any offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion, Dated , 2019.

American Depositary Shares

Ruhnn Holding Limited

Representing Class A Ordinary Shares

This is the initial public offering of Ruhnn Holding Limited, or Ruhnn Holding.

We are offering American depositary shares, or ADSs. Each ADS represents Class A ordinary shares, par value US$0.000000001 per share.

Prior to this offering, there has been no public market for our ADSs or ordinary shares. It is currently estimated that the initial public offering price per ADS will be between US$ and US$ . We have applied for listing of the ADSs on the Nasdaq Global Market under the symbol "RUHN."

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

Investing in our ADSs involves risks. See "Risk Factors" beginning on page 18.

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

	Per ADS	Total

Initial public offering price	US$	US$
Underwriting discounts and commissions	US$	US$
Proceeds, before expenses, to us	US$	US$

We have granted the underwriters the right to purchase up to an additional ADSs to cover over-allotments.

Immediately prior to the completion of this offering, our outstanding share capital will be re-designated into Class A ordinary shares and Class B ordinary shares. Holders of Class A ordinary shares and Class B ordinary shares have the same rights except for voting and conversion rights. Each Class A ordinary share is entitled to one vote; and each Class B ordinary share is entitled to ten votes and is convertible into one Class A ordinary share at any time by the holder thereof. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. FENG Min, SUN Lei (Ray) and SHEN Chao (Eric), our founders, will beneficially own, in aggregate, 100% of our issued Class B ordinary shares. These Class B ordinary shares will constitute approximately % of our total issued and outstanding share capital 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.

The underwriters expect to deliver the ADSs against payment in U.S. dollars to purchasers on or about , 2019.


Citigroup		UBS Investment Bank

Prospectus dated , 2019.

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TABLE OF CONTENTS


Prospectus Summary			1
Risk Factors			18
Special Note Regarding Forward-Looking Statements			57
Use of Proceeds			58
Dividend Policy			59
Capitalization			60
Dilution			62
Exchange Rate Information			64
Enforcement of Civil Liabilities			65
Our History and Corporate Structure			67
Selected Combined and Consolidated Financial and Operating Data			73
Management's Discussion and Analysis of Financial Condition and Results of Operations			77
Industry Overview			101
Business			108
Regulation			132
Management			144
Principal Shareholders			152
Related Party Transactions			155
Description of Share Capital			156
Description of American Depositary Shares			167
Shares Eligible for Future Sale			179
Taxation			181
Underwriting			188
Expenses Related to this Offering			198
Legal Matters			199
Experts			199
Where You Can Find More Information			200
Index to Financial Information			F-1

This prospectus contains estimates and information concerning our industry, including market position, market size, and growth rates of the markets in which we participate, that are based on industry publications and reports. This prospectus contains statistical data and estimates published by Frost & Sullivan, an independent research firm, for which we paid a fee and which we refer to in this prospectus as the Frost & Sullivan Report. This information involves a number of assumptions and limitations, and you are cautioned not to give undue weight to these estimates. We have not independently verified the accuracy or completeness of the data contained in these industry publications and reports. The industry in which we operate is subject to a high degree of uncertainty and risk due to variety of factors, including those described in the "Risk Factors" section. These and other factors could cause results to differ materially from those expressed in these publications and reports.

No dealer, salesperson or other person is authorized to give any information or to represent as to anything not contained in this prospectus or in any free writing prospectus we may authorize to be delivered or made available to you. You must not rely on any unauthorized information or representations. This prospectus is an offer to sell, and we are seeking offers to buy, only the ADSs offered hereby, and only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date, regardless of the time of delivery of this prospectus or any sale of the ADSs.

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Neither we nor the underwriters have done anything that would permit this offering or the possession or distribution of this prospectus or any filed free writing prospectus in any jurisdiction where other action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus or any free writing prospectus filed with the United States Securities and Exchange Commission, or SEC, must inform themselves about, and observe any restrictions relating to, the offering of the ADSs and the distribution of this prospectus or any filed free writing prospectus outside of the United States.

Until , 2019 (the 25th day after the date of this prospectus), all dealers that buy, sell or trade ADSs, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the obligation of dealers to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

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PROSPECTUS SUMMARY

This summary highlights selected information contained in greater detail elsewhere in this prospectus. This summary may not contain all of the information that you should consider before investing in our ADSs. You should carefully read the entire prospectus, including "Risk Factors" and the financial statements, before making an investment decision.

Overview

We are the largest internet key opinion leader, or KOL, facilitator in China as measured by revenue in 2018 according to the Frost & Sullivan report. We are also China's largest internet KOL facilitator in e-commerce as measured by GMV in 2018 and number of signed KOLs, fans and online stores as of December 31, 2018 according to the same source. As of December 31, 2018, we had 113 signed KOLs with an aggregate of 148.4 million fans across major social media platforms in China. Through our KOLs, we facilitated the sale of an aggregate GMV of RMB1.2 billion, RMB2.0 billion and RMB2.2 billion on various e-commerce platforms in fiscal years 2017 and 2018 and the first three quarters of fiscal year 2019, respectively.

KOLs, also known as influencers, are individuals who have the power to engage and impact people within a specific community or field, such as fashion, culture, entertainment and gaming, and internet KOLs are KOLs who have gained their popularity through the internet. Our founders were among the earliest entrepreneurs in China to identify and capture the commercial opportunities created by the emergence of internet KOLs in China according to the Frost & Sullivan report and started to cooperate with KOLs in e-commerce in 2014. We created a KOL ecosystem in China by connecting a large number of KOLs and their fans to create a vast network and connecting this network to a large number of businesses, including brands, online retailers, designers, manufacturers and suppliers, based on existing e-commerce and social media platforms in China, to create value for participants in the ecosystem.

According to the Frost & Sullivan report, we pioneered the commercialization of KOL ecosystem through a full-service model whereby we integrate key steps of the e-commerce value chain, from product design and sourcing and online store operation to logistics and after sales services. Under this model, we own and operate online stores on third-party e-commerce platforms, a majority of which are opened in the name of our KOLs, and generate revenue through online sales of our self-designed products to consumers, especially the fans of our KOLs' social media accounts that we manage. We provide professional training and support to our KOLs and help them develop distinctive characters, enhance popularity and grow their fan bases. We also set up different brands for different KOLs and design and produce branded products based on each KOL's distinctive character to cater to the tastes of different KOLs' fan bases, while our KOLs endorse such products in their social media spaces.

As we established our "Ruhnn" brand and attracted more talented KOLs, we launched our platform model in 2017 to provide KOL sales and advertising services to brands and other merchants. Under this model, we connect our KOLs with third-party online stores and merchants to promote products sold in third-party online stores or provide advertising services on KOLs' social media spaces to third-party merchants. This new model allows us to operate in a more asset-light manner and collaborate with a greater number and variety of KOLs and brands.

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RMB100.0 million in the past twelve months. One of our KOLs is among the top ten fashion internet KOLs in China as measured by number of fans according to the Frost & Sullivan report. As of December 31, 2018, we cooperated with 501 brands and 28 third-party online stores to promote their brands and products to consumers.

Our KOLs have a large, young, active and loyal fan base. The aggregate number of our KOLs' fans increased from 52.1 million as of March 31, 2017 to 148.4 million as of December 31, 2018, which primarily included 111.1 million on Weibo, 30.7 million on Weitao and 6.7 million on WeChat. As of December 31, 2018, more than 80% of our KOLs' fans were millennials and more than 78% of them were female, fashion pursuers and frequent online shoppers. The interactions between our KOLs and their fans enable them to learn more about our products, which we believe have significantly increased the likelihood of their fans placing orders with us. We believe our KOLs' fans are also loyal customers and have strong emotional bonds with our KOL brands. Approximately 38% and 39% of customers of our online stores made two or more purchases with us in fiscal year 2018 and the first three quarters of fiscal year 2019, respectively. As we launched our platform model, we believe our KOLs' fan bases also help brands and third-party online retailers that use our KOL sales and advertising services to more effectively market and sell their products.

We have utilized the latest technology to improve our operations and maintain competitiveness. We rely on data analysis and innovative technology to help our KOLs produce engaging content and more effectively interact with their fans to increase their popularity. We have also invested in companies that develop AI solutions relevant to our business, such as DeepFashion and Smart Fabric Detection, and implemented big data analytics to optimize our business and operation.

We have two revenue streams. Revenues from our product sales through full-service model increased by 59.4% from RMB572.4 million for fiscal year 2017 to RMB912.5 million (US$132.7 million) for fiscal year 2018, and increased by 3.8% from RMB728.1 million for the first three quarters of fiscal year 2018 to RMB755.9 million (US$109.9 million) for the first three quarters of fiscal year 2019. Revenues from our services through platform model increased by approximately 5.4 times from RMB5.5 million for fiscal year 2017 to RMB35.1 million (US$5.1 million) for fiscal year 2018, and increased by approximately 3.4 times from RMB23.0 million for the first three quarters of fiscal year 2018 to RMB100.3 million (US$14.6 million) for the first three quarters of fiscal year 2019. We continue prioritizing our investment in growth and incurred a net loss of RMB40.1 million for fiscal year 2017 and RMB90.0 million (US$13.1 million) for fiscal year 2018, and a net loss of RMB26.1 million for the first three quarters of fiscal year 2018 and RMB57.5 million (US$8.4 million) for the first three quarters of fiscal year 2019.

Our KOL Ecosystem

With the emergence of KOL economy, a new ecosystem centered around KOLs has formed and changed the manner in which businesses are connected to consumers. It is also transforming the online retail industry in China. As the largest China internet KOL facilitator in e-commerce, we help connect a large number of KOLs and their fans to create a vast network and connect this network to a large number of businesses, including brands, online retailers, designers, manufacturers and suppliers to

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create value for participants in the ecosystem. The diagram below illustrates the interactions among the key participants in the ecosystem:

Our first-mover advantage in the KOL ecosystem enables us to partner with players in the new retail industry, integrating online, offline, supply chain and data. In the KOL ecosystem, KOLs replace traditional sales and marketing channels and enable two-way communication between businesses and consumers. Based on a deep understanding of the social relationship between KOLs and their fans, we are able to identify potential consumers, stimulate consumer needs and turn consumers into brand ambassadors who effectively co-create a brand with the respective KOLs. Moreover, we have developed a business model that brings online retail into a new era whereby consumers tell businesses what to produce and sell and businesses anticipate demand before production.

Our Market Opportunity

China's internet KOL economy, which refers to all activities relating to the monetization of the KOLs' influence and impact on their fans, grew at a CAGR of 181.5% from 2013 to 2017. Driven by the evolvement of consumption habits, development of We-media, increase of digital marketing expenditure by brand owners and improvement in mobile internet technologies, China's internet KOL economy is expected to continue expanding at a CAGR of 41.8% from 2017 to 2022.

China's social e-commerce, which involves social interaction and content creation, had a GMV of RMB609.9 billion in 2017 and is expected to grow at a CAGR of 35.5% to RMB2,782.6 billion in 2022. The GMV of internet KOL e-commerce in China was RMB32.9 billion in 2017. Driven by the continuing popularity of social media and decentralized commercial mode, the growth rate of GMV is expected to increase at a CAGR of 40.4% in the next five years.

China's market for internet KOL facilitators, which identify and cultivate internet KOLs and help them monetize their social influence and handle related business operations, was RMB38.8 billion in 2017 in terms of revenue generated. Driven by the increasingly diversified monetization methods, better supply chain management and advanced technologies, the market size of internet KOL facilitators is expected to grow at a CAGR of 38.9% to RMB200.9 billion in 2022.

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We believe that the following future trends will develop in China's internet KOL facilitator market: (i) closer collaboration with existing brand owners in offline channels; (ii) deeper engagement of fans in brand building and product design; and (iii) decentralization of the internet KOL community and increased focus on emerging KOLs.

In addition, we believe that the key success factors of an internet KOL facilitator include having (i) a comprehensive incubation system; (ii) capabilities to identify and diversify monetization opportunities; (iii) strong supply chain management; and (iv) advanced data analytics.

Our Competitive Strengths

As a leader in the internet KOL facilitator industry, we believe the following key competitive strengths have contributed to our success:

•: leading market position, first-mover advantage and strong brand recognition;
•: a wide and growing pool of KOLs empowered by our proven KOL grooming system;
•: highly engaged and loyal fan base deeply influenced by our KOLs;
•: end-to-end solutions across the e-commerce value chain with strong supply chain management capabilities;
•: scalable, efficient and proven monetization channels;
•: strong commitment to data-driven technology; and
•: strong visionary management team.

Our Strategies

To solidify our leading position in the internet KOL facilitator industry in China, we plan to continue the following strategies:

•: continue expanding our KOL ecosystem through organic growth and potential acquisitions;
•: expand and diversify our KOL pool, enlarge their fan base and improve fan engagement;
•: continue diversifying monetization channels and enhance monetization capability;
•: optimize cost structure to achieve profitability; and
•: continue investing in technology, AI solutions and big data analytics.

Our Challenges

Our business and successful execution of our strategies are subject to certain challenges, risks and uncertainties, including:

•: our ability to maintain and optimize our KOL ecosystem;
•: our limited operating history;
•: a substantial portion of our GMV and revenue being generated from online stores opened in the names of a limited number of KOLs;
•: net losses incurred in the past, and the possibility that we may continue to incur losses in the future;
•: our ability to anticipate or influence changes in fans' buying preferences;
•: our ability to attract new KOLs, retain existing KOLs and cultivate them;

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•: our reliance on our top-tier KOLs, particularly online stores opened in the name of Zhang Dayi, for a substantial portion of our GMV and revenue in fiscal years 2017 and 2018 and the first three quarters of fiscal year 2019;
•: negative publicity about our KOLs or our products;
•: our ability to manage our expansion; and
•: our ability to diversify our monetization channels.

In addition, we face risks and uncertainties related to our corporate structure and regulatory environment in China, including:

•: regulatory risks related to the internet KOL facilitator industry and e-commerce industry in China;
•: risks associated with our control over our variable interest entity, or VIE, in China, which is based on contractual arrangements rather than equity ownership; and
•: changes in the political and economic policies of the PRC government.

We also face other risks and uncertainties that may materially affect our business, financial condition, results of operations and prospectus. You should consider the risks discussed in the section headed "Risk Factors" and elsewhere in this prospectus before investing in our ADSs.

Our History and Corporate Structure

In March 2016, Hanyi E-Commerce, was established in the PRC by Hangzhou Ruhnn Holdings Co., Ltd., or Hangzhou Ruhnn, which was owned by our founders, FENG Min, SUN Lei (Ray) and SHEN Chao (Eric) and several institutional investors. In preparation for this offering, our founders and the institutional investors of Hangzhou Ruhnn undertook a series of equity transactions as described below, or the Equity Restructuring, to re-domicile the holding entity of our business from the PRC to the Cayman Islands.

In May 2018, our company was incorporated in the Cayman Islands as the proposed listing entity. In September 2018, Hangzhou Yihan Technology Co., Ltd., or Yihan Technology or the WFOE, was established in the PRC as an indirect wholly owned subsidiary of our company.

On October 4, 2018, our company, our founders and the institutional investors of Hangzhou Ruhnn entered into a series of agreements whereby our company issued 319,406,660 ordinary shares to these founders and institutional shareholders at substantially identical ownership percentages as their existing indirect ownership in Hanyi E-Commerce. On the same date, we obtained 100% control over Hanyi E-Commerce through a series of contractual arrangements among the WFOE, Hanyi E-Commerce and its shareholders. These contractual agreements enabled the WFOE to have effective control over and receive the economic benefits of Hanyi E-Commerce. Accordingly, we are considered the primary beneficiary of Hanyi E-Commerce, and are able to consolidate Hanyi E-Commerce and its operating subsidiaries in our financial statements. For more details, please see "Our History and Corporate Structure—Contractual Arrangements with Our VIE and Its Shareholders." However, the shareholders of Hanyi E-Commerce, namely, FENG Min and Hangzhou Xinghui, which is wholly owned by FENG Min, may have actual or potential conflicts of interest with us. These shareholders may refuse to sign or breach, or cause Hanyi E-Commerce to breach, or refuse to renew, the existing contractual arrangements we have with them and Hanyi E-Commerce, which would have a material and adverse effect on our ability to effectively control Hanyi E-Commerce and receive economic benefits from Hanyi E-Commerce and its subsidiaries. For additional risks relating to our corporate structure, see "Risk Factors—Risks Relating to Our Corporate Structure."

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In March 2019, in order to acquire the remaining ownership of Hangzhou Dayi E-Commerce Co., Ltd., or Hangzhou Dayi, and convert it from a 51%-owned subsidiary to a wholly owned subsidiary of Hanyi E-Commerce, we entered into the following agreements with ZHANG Yi, one of our top KOLs, and her affiliated entities: (i) an equity interest transfer agreement pursuant to which Hangzhou Wunai Yidui Trade Co., Ltd. agreed to transfer 49% equity interest in Hangzhou Dayi to Hanyi E-Commerce; and (ii) a share purchase agreement pursuant to which we agreed to issue 44,165,899 ordinary shares, which will be re-designated to Class A ordinary shares, to China Himalaya Investment Limited, a company wholly owned by ZHANG Yi, on or prior to the completion of this offering. These proposed transactions are still subject to approvals of our board of directors and shareholders and we expect to complete these transactions before the completion of this offering. In connection with these transactions, ZHANG Yi also agreed to continue her exclusive cooperation with us in online sales of women apparel products until the later of five years after the completion of this offering or when her beneficial interests in our company fall below 5%.

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The following diagram illustrates our corporate and shareholding structure with our significant subsidiaries and VIE and its subsidiaries as of the date of this prospectus.

(1): Ruhnn1106 Investment Limited, wholly owned by FENG Min, one of our founders.
(2): LEIYU Investment Limited, wholly owned by SUN Lei (Ray), one of our founders.
(3): YangMing Investment Limited, wholly owned by SHEN Chao (Eric), one of our founders.
(4): China Himalaya Investment Limited, wholly owned by ZHANG Yi, one of our top KOLs.
(5): None of these pre-IPO investors beneficially owns more than 10% of our equity interest.
(6): Representing ordinary shares held by Ruhnn Investment Limited, a limited liability company incorporated in the British Virgin Islands, wholly owned by Ruhnn Investment Trust. FENG Min is the sole member of the advisory committee of Ruhnn Investment Trust.
(7): On October 4, 2018, as part of the Equity Restructuring, Hangzhou Ruhnn, the former parent of Hanyi E-Commerce transferred 1% equity interest in Hanyi E-Commerce to FENG Min for the purpose of creating a new nominee shareholder to enter into the contractual arrangements.

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(8): Wholly owned by FENG Min. On October 4, 2018, as part of the Equity Restructuring, Hangzhou Ruhnn, the former parent of Hanyi E-Commerce transferred 99% equity interest in Hanyi E-Commerce to this entity for the purpose of creating a new nominee shareholder to enter into the contractual arrangements.
(9): Exclusive Business Corporation Agreement, Exclusive Call Option Agreement, Power of Attorney and Equity Interest Pledge Agreement.
(10): Exclusive Call Option Agreement, Power of Attorney, Equity Interest Pledge Agreement and Spousal Consent Letter.
(11): Exclusive Call Option Agreement, Power of Attorney and Equity Interest Pledge Agreement.
(12): Wholly owned by ZHANG Yi, also known as ZHANG Dayi.
(13): Upon the completion of the Hangzhou Dayi Minority Interest Acquisition, Hangzhou Dayi E-Commerce Co., Ltd. will become a wholly-owned subsidiary of Hanyi E-Commerce, our VIE.

Our Corporate Information

Our principal executive offices are located at 4F, Building 1, Blue Collar Garment Industrial Park, 7-1 North Hong Pu Road, Yu Hang District, Hangzhou 311100, People's Republic of China. Our telephone number at this address is +86 571-2882 5222. Our registered office in the Cayman Islands is located at the offices of Osiris International Cayman Limited, Suite #4-210, Governors Square, 23 Lime Tree Bay Avenue, PO Box 32311, Grand Cayman KY1-1209, Cayman Islands. Investors should submit any inquiries to the address and telephone number of our principal executive offices set forth above.

Our corporate website is www.ruhnn.com . The information contained on our website is not a part of this prospectus.

Implications of Being an Emerging Growth Company

As a company with less than US$1.07 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 initial control over financial reporting. Pursuant to the JOBS Act, we have elected to take advantage of the benefits of the extended transition period for complying with new or revised accounting standards as required when they are adopted for public companies. As a result, our operating results and financial statements may not be comparable to the operating results and financial statements of other companies who have adopted the new or revised accounting standards.

We will remain an emerging growth company until the earliest of (a) the last day of fiscal year during which we have total annual gross revenue 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 Exchange Act, as amended, which would occur if the market value of our ADSs that are held by non-affiliated exceeds US$700 million as of the last business day of our most recently completed second fiscal quarter. Once we cease to be an emerging growth company, we will not be entitled to the exemptions provided in the JOBS Act discussed above.

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Conventions That Apply to This Prospectus

Unless we indicate otherwise, references in this prospectus to:

•: "ADRs" are to the American depositary receipts, which, if issued, evidence our ADSs;
•: "ADSs" are to our American depositary shares, each of which represents Class A ordinary shares;
•: "AI" are to artificial intelligence;
•: "average visitor-to-paying customer conversion rate" are to the number of paying customers of an online store as a percentage of all visitors to the same store during a certain period;
•: "CAGR" are to compound annual growth rate;
•: "China" and the "PRC" are to the People's Republic of China, excluding, for the purposes of this prospectus only, Taiwan, the Hong Kong Special Administrative Region and the Macao Special Administrative Region;
•: "DeepFashion" are to an AI solution developed by one of our investee companies that improves fashion design process;
•: "Equity Restructuring" are to a series of equity transactions that our company, our founders and the institutional shareholders of Hangzhou Ruhnn effected in October 2018 to re-domicile the holding entity of our business from the PRC to the Cayman Islands as described in more detail under "Our History and Corporate Structure" section of this prospectus;
•: "fans" are to followers to KOLs on social media platforms and e-commerce platforms, and references to the number of fans in this prospectus are to the simple sum of the followers of the relevant KOL(s) on different social media platforms and e-commerce platforms, and therefore, a single fan may be included multiple times if the fan follows more than one KOL, follows the same KOL across multiple platforms, or both.
•: "fiscal year" is to the period from April 1 of the previous calendar year to March 31 of the concerned calendar year;
•: "GMV" is to gross merchandize value, which represents the aggregate value of merchandize ordered in our online stores and third-party online stores to which we provide KOL sales services (but not including online stores to which we only provide KOL advertising services), regardless of whether the merchandise is actually sold, delivered or returned. Our calculation of GMV includes shipping charges pair by buyers. GMV of third-party online stores to which we provide KOL sales services includes the GMV of all products ordered on such stores because we generally provide KOL sales services for all products sold on such stores;
•: "Hangzhou Dayi Minority Interest Acquisition" are to the proposed transactions that we expect to undertake before this offering to acquire the remaining 49% of equity interests in Hangzhou Dayi from Hangzhou Wunai Yidui Trade Co., Ltd., a company wholly owned by ZHANG Yi, and to issue 44,165,899 ordinary shares, which will be re-designated as Class A ordinary shares, to China Himalaya Investment Limited, a company wholly owned by ZHANG Yi;
•: "Hangzhou Ruhnn" are to Hangzhou Ruhnn Holdings Co., Ltd., a joint stock limited liability company established under the laws of the PRC;
•: "KOLs" are to key opinion leaders;
•: "millennials" are to people born in the early 1980s to the early 2000s;

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•: "number of our KOLs' fans" are to the simple sum of fans of all of our KOLs on all major social media platforms and e-commerce platforms, and as a result, if an individual is a fan of more than one KOL or is a fan of a KOL on multiple social media platforms and e-commerce platforms, he or she will be counted multiple times;
•: "ordinary shares" prior to the completion of this offering are to our ordinary shares, par value US$0.000000001 per share, and upon and after the completion of this offering are to our Class A and Class B ordinary shares, par value 0.000000001 per share;
•: "ordinary shares issued and outstanding" are to our ordinary shares issued and outstanding, assuming the completion of the Hangzhou Dayi Minority Interest Acquisition;
•: "our company" are to Ruhnn Holding Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands;
•: "our KOLs" or "our signed KOLs" are to KOLs who have entered into cooperation agreements or employment agreements with us;
•: "RMB" or "Renminbi" are to the legal currency of China;
•: "Smart Fabric Detection" are to an AI solution still under development of one of our investee companies that aims to improve fabric defect inspection;
•: "US$," "U.S. dollars," or "dollars" are to the legal currency of the United States;
•: "variable interest entity," "VIE" or "Hanyi E-Commerce" is to Hangzhou Hanyi E-Commerce Co., Ltd., a limited liability company established under the laws of the PRC and 100% owned by PRC citizens and entities; and
•: "we," "us," "our" and "Ruhnn" are to (i) prior to the consummation of the Equity Restructuring on October 4, 2018, our predecessor, Hanyi E-Commerce, and its consolidated subsidiaries, and (ii) following the consummation of the Equity Restructuring, our company and its consolidated subsidiaries and affiliated entities.

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 of Renminbi into U.S. dollars were made at RMB6.8755 to US$1.00, the exchange rate set forth in the H.10 statistical release of the Federal Reserve Board on December 31, 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. On March 1, 2018, the noon buying rate for Renminbi was RMB6.7048 to US$1.00.

Except as otherwise indicated, all information in this prospectus assumes:

•: the filing and effectiveness of our amended and restated memorandum and articles of association, which will occur immediately prior to the completion of this offering; and
•: no exercise by the underwriters of their option to purchase up to an additional ADSs representing Class A ordinary shares from us.

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THE OFFERING


ADSs Offered by Us		ADSs
Public Offering Price		We estimate that the initial public offering price will be between US$ and US$ per ADS.
ADSs Outstanding Immediately After This Offering		ADSs (or ADSs if the underwriters exercise in full the over-allotment option).
Ordinary Shares Outstanding Immediately After This Offering		We will adopt a dual class ordinary share structure immediately prior to the completion of this offering. ordinary shares, comprised of Class A ordinary shares and Class B ordinary shares (or ordinary shares if the underwriters exercise their over-allotment option in full, comprised of Class A ordinary shares and Class B ordinary shares) will be issued and outstanding immediately upon the completion of this offering. Class B ordinary shares issued and outstanding immediately after the completion of this offering will represent % of our total issued and outstanding shares and % of the then total voting power (or % of our total issued and outstanding shares and % of the then total voting power if the underwriters exercise their over-allotment option in full).
Over-Allotment Option		We have granted to the underwriters an option, exercisable for 30 days from the date of this prospectus, to purchase up to an aggregate of additional ADSs at the initial public offering price, less underwriting discounts and commissions, solely for the purpose of covering over-allotments.
The ADSs		Each ADS represents Class A ordinary shares.
		The depositary will be the holder of Class A ordinary shares underlying the ADSs and you will have the rights as provided in the deposit agreement among us, the depositary and holders and beneficial owners of ADSs from time to time.
		You may surrender your ADSs to the depositary to withdraw Class A ordinary shares underlying your ADSs. The depositary will charge you a fee for such an exchange.
		We may amend or terminate the deposit agreement for any reason without your consent. Any amendment that imposes or increases fees or charges or which materially prejudices any substantial existing right you have as an ADS holder will not become effective as to outstanding ADSs until 30 days after notice of the amendment is given to ADS holders. If an amendment becomes effective, you will be bound by the deposit agreement as amended if you continue to hold your ADSs.

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		To better understand the terms of the ADSs, you should carefully read the section in this prospectus entitled "Description of American Depositary Shares." We also encourage you to read the deposit agreement, which is an exhibit to the registration statement that includes this prospectus.
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 will have the same rights except for voting and conversion rights. In respect of matters requiring a shareholder vote, each Class A ordinary share will be entitled to one vote, and each Class B ordinary share will be entitled to ten votes. 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 or transfer of Class B ordinary shares by a holder thereof to any person or entity which is not an affiliate of such holder, or upon a change of beneficial ownership of Class B ordinary shares as a result of which any person who is not an affiliate of the registered shareholder becomes a beneficial owner of such shares, such Class B ordinary shares shall be automatically and immediately converted into the same number of Class A ordinary shares. 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 approximately US$ million if the underwriters exercise their option to purchase additional ADSs from us in full, assuming an initial public offering price of US$ per ADS, the mid-point of the estimated range of the initial public offering price set forth on the cover of this prospectus, after deducting estimated underwriter discounts, commissions and estimated offering expenses payable by us.
		We plan to use the net proceeds we will receive from this offering for (i) identifying additional monetization channels and pursuing strategic investments in our industry, (ii) identifying and cultivating KOLs, (iii) investing in technology, AI solutions and big data analytics, and (iv) general corporate purposes. See "Use of Proceeds" for more information.
Risk Factors		See "Risk Factors" and other information included in this prospectus for a discussion of the risks relating to investing in our ADSs. You should carefully consider these risks before deciding to invest in our ADSs.

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[Directed ADS Program]		[At our request, the underwriters have reserved up to % of the ADSs being offered by this prospectus for sale at the initial public offering price to our directors, officers, employees, business associates and related persons through a directed share program. We do not know if these persons will choose to purchase all or a portion of these reserved ADSs, but any purchases they do make will reduce the number of ADSs available to the general public. Any reserved ADSs not so purchased will be offered by the underwriters to the general public on the same terms as the other ADSs.]
Listing		We will apply to list our ADSs on the Nasdaq Global Market.
Proposed Trading Symbol		RUHN
Depositary		Citibank, N.A.
Custodian		Citibank, N.A.—Hong Kong
Lock-up		We, [our executive officers, directors and shareholders], have agreed with the underwriters not to sell, transfer or dispose of any ADSs, Class A ordinary shares or similar securities for a period of 180 days after the date of this prospectus, subject to certain exceptions. See "Shares Eligible for Future Sale" and "Underwriting."

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Summary Combined and Consolidated Financial and Operating Data

The following summary combined and consolidated statements of operations data for fiscal years ended March 31, 2017 and 2018 and the summary combined and consolidated balance sheet data as of March 31, 2017 and 2018 and the summary combined and consolidated cash flow data for the fiscal years ended March 31, 2017 and 2018 have been derived from our audited combined and consolidated financial statements included elsewhere in this prospectus. The following summary combined and consolidated statements of operations data for the nine months ended December 31, 2017 and 2018 the summary combined and consolidated balance sheet data as of December 31, 2018 and the summary combined and consolidated cash flow data for the nine months ended December 31, 2017 and 2018 have been derived from our unaudited interim condensed combined and consolidated financial statements included elsewhere in this prospectus.

Our company was incorporated on May 11, 2018 and did not engage in any business or operations until completion of the Equity Restructuring on October 4, 2018. The Equity Restructuring enabled our company to obtain 100% control over Hanyi E-Commerce through a series of contractual arrangements and consolidate Hanyi E-Commerce and its operating subsidiaries in our financial statements. For more details, please see "Our History and Corporate Structure—Our History."

Our combined and consolidated financial statements are prepared and presented in accordance with U.S. GAAP. The historical results are not necessarily indicative of results to be expected for any future period. You should read the following summary combined and consolidated financial data in conjunction with our combined and consolidated financial statements and related notes and "Management's Discussion and Analysis of Financial Condition and Results of Operations," both of which are included elsewhere in this prospectus.

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Summary Combined and Consolidated Statements of Operations Data

	Fiscal Year Ended March 31,															Nine Months Ended December 31,

	2017						2018									2017						2018
	RMB			%			RMB			US$			%			RMB			%			RMB			US$			%
	(in thousands, except for percentages)
Net revenues:
Product sales		572,445			99.1			912,512			132,720			96.3			728,126			96.9			755,862			109,935			88.3
Services		5,457			0.9			35,068			5,100			3.7			22,960			3.1			100,319			14,591			11.7

Total net revenues		577,902			100.0			947,580			137,820			100.0			751,086			100.0			856,181			124,526			100.0
Cost of revenues:
Cost of product sales		(362,609	)		(62.7	)		(625,263	)		(90,941	)		(66.0	)		(478,071	)		(63.7	)		(523,433	)		(76,130	)		(61.1	)
Cost of services		(2,619	)		(0.5	)		(18,122	)		(2,636	)		(1.9	)		(11,548	)		(1.5	)		(46,450	)		(6,756	)		(5.5	)

Total cost of revenue		(365,228	)		(63.2	)		(643,385	)		(93,577	)		(67.9	)		(489,619	)		(65.2	)		(569,883	)		(82,886	)		(66.6	)

Gross Profit		212,674			36.8			304,195			44,243			32.1			261,467			34.8			286,298			41,640			33.4
Operating expenses:
Fulfillment expenses		(69,412	)		(12.0	)		(100,071	)		(14,554	)		(10.6	)		(71,426	)		(9.5	)		(99,517	)		(14,474	)		(11.6	)
Sales and marketing expenses		(97,813	)		(16.9	)		(146,207	)		(21,265	)		(15.4	)		(112,068	)		(14.9	)		(158,393	)		(23,037	)		(18.5	)
General and administrative expenses		(67,106	)		(11.6	)		(130,978	)		(19,050	)		(13.8	)		(91,566	)		(12.2	)		(76,377	)		(11,109	)		(8.9	)
Other operating (loss) income, net		(168	)		—			710			103			0.1			1,065			0.1			530			77			0.1

Loss from operations		(21,825	)		(3.7	)		(72,351	)		(10,523	)		(7.6	)		(12,528	)		(1.7	)		(47,459	)		(6,903	)		(5.5	)
Interest income		42			—			88			13			—			55			0.0			398			58			0.0
Interest expense		(1,574	)		(0.3	)		—			—			—			—			—			(107	)		(15	)		(0.0	)
Foreign exchange gain (loss)		56			—			(241	)		(35	)		—			(143	)		(0.0	)		71			10			0.0

Loss before income taxes		(23,301	)		(4.0	)		(72,504	)		(10,545	)		(7.6	)		(12,616	)		(1.7	)		(47,097	)		(6,850	)		(5.5	)
Income tax expenses		(15,243	)		(2.6	)		(15,843	)		(2,304	)		(1.7	)		(12,462	)		(1.7	)		(9,479	)		(1,379	)		(1.1	)
Loss from equity method investees		(1,593	)		(0.3	)		(1,607	)		(234	)		(0.2	)		(1,055	)		(0.1	)		(927	)		(135	)		(0.1	)

Net loss		(40,137	)		(6.9	)		(89,954	)		(13,083	)		(9.5	)		(26,133	)		(3.5	)		(57,503	)		(8,364	)		(6.7	)

Summary Combined and Consolidated Balance Sheet Data

	As of March 31,									As of December 31,

	2017			2018						2018
	RMB			RMB			US$			RMB			US$
	(in thousands)
Selected Combined and Consolidated Balance Sheet:
Cash and cash equivalents		21,369			9,714			1,412			156,518			22,765
Restricted cash		—			21,208			3,085			14,866			2,162
Accounts receivable, net		219			6,240			908			18,465			2,686
Inventories		234,579			320,383			46,598			289,717			42,138
Advances to suppliers, net		40,977			24,695			3,592			40,462			5,885
Prepaid expenses and other current assets		31,238			30,295			4,406			31,559			4,590
Total current assets		333,031			412,829			60,044			552,459			80,352
Total assets		342,292			424,644			61,762			689,424			100,273
Accounts payable		68,697			72,890			10,601			150,529			21,894
Amounts due to related parties		285,570			374,558			54,477			575,125			83,649
Total liabilities		385,509			558,669			81,255			847,870			123,318
Total shareholders' deficit		(43,217	)		(134,025	)		(19,493	)		(158,446	)		(23,045	)
Total liabilities and shareholders' deficit		342,292			424,644			61,762			689,424			100,273

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Summary Combined and Consolidated Statements of Cash Flow Data

	Fiscal Year Ended March 31,									Nine Months Ended December 31,

	2017			2018						2017			2018
	RMB			RMB			US$			RMB			RMB			US$
	(in thousands)
Summary Combined and Consolidated Cash Flow:
Net cash (used in) provided by operating activities		(240,532	)		(27,575	)		(4,011	)		54,031			45,738			6,653
Net cash used in investing activities		(10,133	)		(1,949	)		(283	)		(1,739	)		(3,074	)		(447	)
Net cash (used in) provided by financing activities		272,034			39,077			5,683			(9,967	)		97,798			14,224

Net increase in cash, cash equivalents and restricted cash		21,369			9,553			1,389			42,325			140,462			20,430
Cash, cash equivalents and restricted cash at beginning of the year/period		—			21,369			3,108			21,369			30,922			4,497

Cash, cash equivalents and restricted cash at end of the year/period		21,369			30,922			4,497			63,694			171,384			24,927

Summary Quarterly Results of Operations

The following table sets forth our unaudited combined and consolidated quarterly results of operations for the periods indicated. You should read the following table in conjunction with our combined and consolidated financial statements and related notes included elsewhere in this prospectus. We have prepared the unaudited combined and consolidated quarterly financial information on the same basis as our combined and consolidated financial statements. The unaudited combined and consolidated quarterly financial information includes all adjustments, consisting only of normal and recurring adjustments, that we consider necessary fair a fair representation of our operating results for the quarters presented.

	For the three months ended

	June 30, 2016			September 30, 2016			December 31, 2016			March 31, 2017			June 30, 2017			September 30, 2017			December 31, 2017			March 31, 2018			June 30, 2018			September 30, 2018			December 31, 2018
	1st quarter FY 2017			2nd quarter FY 2017			3rd quarter FY 2017			4th quarter FY 2017			1st quarter FY 2018			2nd quarter FY 2018			3rd quarter FY 2018			4th quarter FY 2018			1st quarter FY 2019			2nd quarter FY 2019			3rd quarter FY 2019
	(RMB in thousands)
Net revenues
Product sales		72,391			114,015			247,809			138,230			158,904			173,603			395,619			184,386			211,210			202,897			341,755
Services		220			561			3,337			1,339			4,110			6,597			12,253			12,108			21,730			35,055			43,534

Total net revenues		72,611			114,576			251,146			139,569			163,014			180,200			407,872			196,494			232,940			237,952			385,289
Cost of revenues
Cost of product sales		(33,232	)		(73,454	)		(170,510	)		(85,413	)		(109,460	)		(101,578	)		(267,033	)		(147,192	)		(166,848	)		(137,679	)		(218,906	)
Cost of services		(96	)		(248	)		(1,776	)		(499	)		(1,292	)		(4,579	)		(5,677	)		(6,574	)		(8,319	)		(19,389	)		(18,742	)

Total cost of revenues		(33,328	)		(73,702	)		(172,286	)		(85,912	)		(110,752	)		(106,157	)		(272,710	)		(153,766	)		(175,167	)		(157,068	)		(237,648	)

Gross profit		39,283			40,874			78,860			53,657			52,262			74,043			135,162			42,728			57,773			80,884			147,641
Operating expenses:
Fulfillment		(11,000	)		(17,652	)		(21,398	)		(19,362	)		(18,354	)		(18,964	)		(34,108	)		(28,645	)		(31,172	)		(30,333	)		(38,012	)
Sales and marketing		(9,919	)		(23,640	)		(36,228	)		(28,026	)		(23,372	)		(32,907	)		(55,789	)		(34,139	)		(43,185	)		(44,371	)		(70,837	)
General and administrative		(12,493	)		(15,482	)		(18,638	)		(20,493	)		(26,099	)		(31,589	)		(33,878	)		(39,412	)		(30,632	)		(21,121	)		(24,624	)
Other operating (loss) income, net		5			—			52			(225	)		392			61			612			(355	)		121			(22	)		431

Income (loss) from operations		5,876			(15,900	)		2,648			(14,449	)		(15,171	)		(9,356	)		11,999			(59,823	)		(47,095	)		(14,963	)		14,599
Interest income		2			7			20			13			20			9			26			33			154			72			172
Interest expense		(92	)		(42	)		(1,170	)		(270	)		—			—			—			—			—			(107	)		—
Foreign exchange gain (loss)		—			—			(3	)		59			(173	)		(50	)		80			(98	)		17			30			24

Income (loss) before income taxes		5,786			(15,935	)		1,495			(14,647	)		(15,324	)		(9,397	)		12,105			(59,888	)		(46,924	)		(14,968	)		14,795
Income tax expense		(2,924	)		(2,463	)		(8,235	)		(1,621	)		(3,371	)		(2,067	)		(7,024	)		(3,381	)		(2,390	)		(2,853	)		(4,236	)
Share of loss in equity method investments		—			—			—			(1,593	)		(718	)		(330	)		(7	)		(552	)		52			(447	)		(532	)

Net income (loss)		2,862			(18,398	)		(6,740	)		(17,861	)		(19,413	)		(11,794	)		5,074			(63,821	)		(49,262	)		(18,268	)		10,027

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Summary Operating Data

The following tables present our key operating data as of the dates and for the periods indicated:

	As of and for fiscal year ended March 31,												As of and for the nine months ended December 31,

	2017						2018						2018
	Number of KOLs		Number of fans ⁽⁴⁾ (in millions)		GMV (RMB in millions)		Number of KOLs		Number of fans ⁽⁴⁾ (in millions)		GMV (RMB in millions)		Number of KOLs		Number of fans ⁽⁴⁾ (in millions)		GMV (RMB in millions)
Top-tier KOLs ⁽¹⁾		2		12.0		750.6		3		21.0		1,333.7		3		32.5		1,220.3
Established KOLs ⁽²⁾		3		4.4		139.3		7		17.5		321.4		7		28.9		324.2
Emerging KOLs ⁽³⁾		57		35.7		346.4		73		64.9		390.1		103		87.0		667.8

Total		62		52.1		1,236.3		83		103.4		2,045.2		113		148.4		2,211.2

(1): Top-tier KOLs facilitated GMV of above RMB100.0 million in the past twelve months.
(2): Established KOLs facilitated GMV of RMB30.0 million to RMB100.0 million in the past twelve months.
(3): Emerging KOLs facilitated GMV of less than RMB30.0 million in the past twelve months.
(4): The number of fans presented may include a single fan who was included multiple times if the fan follows more than one KOL, follows the same KOL across multiple platforms, or both.

	As of and for the fiscal year ended March 31,		As of and for the nine months ended December 31,

	2017	2018	2017	2018
*Full-Service Model*
Number of our KOLs serving such business model ⁽¹⁾	37	33	33	25
Number of our online stores	57	86	81	91
Number of orders placed through our online stores	5.1 million	7.5 million	6.2 million	5.6 million
GMV of our online stores	RMB1,236.3 million	RMB1,944.4 million	RMB1,614.9 million	RMB1,776.6 million
*Platform Model*
Number of our KOLs serving such business model ⁽¹⁾	18	57	50	101
Number of brands using our services	18	166	47	501
Number of third-party online stores ⁽²⁾	nil	6	7	28
GMV of third-party online stores ⁽³⁾	nil	RMB100.8 million	RMB72.8 million	RMB435.7 million

(1): Certain KOLs under our full-service model overlap with those under our platform model. On the other hand, our KOLs that were undergoing training and had not started generating GMV under either of our business models as of the relevant date were not included in these numbers.
(2): Includes third-party online stores to which we provide KOL sales services and KOL advertising services.
(3): Includes GMV from third-party online stores to which we only provide KOL sales services.

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RISK FACTORS

You should consider carefully all of the information in this prospectus, including the risks and uncertainties described below and our combined and consolidated financial statements and related notes, before making an investment in our ADSs. Any of the following risks and uncertainties could have a material adverse effect on our business, financial condition, results of operations and prospects. The market price of our ADSs could decline significantly as a result of any of these risks and uncertainties, and you may lose all or part of your investment.

Risks Relating to Our Business and Industry

We may not be able to maintain and optimize our KOL ecosystem.

Our ability to maintain our KOL ecosystem which creates strong network effects among our ecosystem participants is critical to our success. The extent to which we are able to maintain and strengthen the attractiveness of our ecosystem depends on our ability to offer a mutually beneficial platform for all participants, including our KOLs, their fans who are potential buyers in our online stores, designers, brands and online retailers, manufacturers and suppliers. To this end, we need to maintain the quality of our products and services, develop attractive opportunities and create profits for our ecosystem participants, expand the scope and scale of our ecosystem, and retain our participants. We must also continue utilizing data to enhance our KOL selection and cultivation, increase fan engagement, develop our product design and merchandising, improve operational efficiency and upgrade our technology infrastructure.

Changes made to enhance our ecosystem or balance the interests of participants may be viewed positively by one participant but may have negative effects upon another. If we fail to balance the interests of all participants in our ecosystem, we may fail to attract and retain additional ecosystem participants, which could adversely impact our business, financial condition and results of operations.

Our limited operating history makes it difficult to evaluate our business and prospects. We cannot guarantee that we will be able to maintain the growth rate that we have experienced to date.

We have a limited operating history. Our founders started to explore the commercialization of KOLs through e-commerce in 2014, and the first company in our current corporate structure commenced operations in 2016. Revenues from our product sales through full-service model increased by 59.4% from RMB572.4 million for fiscal year 2017 to RMB912.5 million (US$132.7 million) for fiscal year 2018, and increased by 3.8% from RMB728.1 million for the first three quarters of fiscal year 2018 to RMB755.9 million (US$109.9 million) for the first three quarters of fiscal year 2019. Revenues from our services through platform model increased by approximately 5.4 times from RMB5.5 million for fiscal year 2017 to RMB35.1 million (US$5.1 million) for fiscal year 2018, and increased by approximately 3.4 times from RMB23.0 million for the first three quarters of fiscal year 2018 to RMB100.3 million (US$14.6 million) for the first three quarters of fiscal year 2019. However, our historical performance may not be indicative of our future growth or financial results. We cannot assure you that we will grow at the same rate as we did in the past, or avoid any decline in the future. Our growth may slow down or become negative, and revenues may decline for a number of possible reasons, some of which are beyond our control, including decreasing consumer spending, increasing competition, declining growth of our overall market or industry, the emergence of alternative business models, changes in rules, regulations, government policies or general economic conditions. It is difficult to evaluate our prospects, as we may not have sufficient experience in addressing the risks to which companies operating in rapidly evolving markets may be exposed. If our growth rate declines, investors' perceptions of our business and prospects may be materially and adversely affected and the market price of our ADSs could decline. You should consider our prospects in light of the risks and uncertainties that companies with a limited operating history may encounter.

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A substantial portion of our GMV and revenue is generated from online stores opened in the names of a limited number of KOLs. We may experience a decrease in purchases on our online stores.

Online stores opened in the names of our top-tier KOLs accounted for 65.1%, 66.1% and 55.2% of our GMV for fiscal years 2017 and 2018 and the first three quarters of fiscal year 2019, respectively, and 67.2%, 69.0% and 67.3% of our revenue for fiscal years 2017 and 2018 and the first three quarters of fiscal year 2019, respectively. In particular, online stores opened in the name of Zhang Dayi, one of our top-tier KOLs, accounted for 49.6%, 51.0% and 44.9% of our GMV for fiscal years 2017 and 2018 and the first three quarters of fiscal year 2019, respectively, and 50.8%, 52.4% and 53.5% of our revenue for fiscal years 2017 and 2018 and the first three quarters of fiscal year 2019, respectively. The success of our online stores is largely determined by the popularity of the KOLs in whose names such stores are opened. KOLs with more fans are able to reach a wider audience when they promote our products on their social media pages and to direct more potential customers to our online stores to purchase such products. As of December 31, 2018, our top-tier KOLs had approximately 32.5 million fans and Zhang Dayi had approximately 22.9 million fans on various social media platforms, representing 21.9% and 15.4%, respectively, of the total number of fans of our KOLs.

Our concentration on online stores opened in the names of a few KOLs exposes us to the risk of substantial decreases in, or impediments to the growth of, our GMV and revenue if the number of fans or the popularity of any of such KOLs is reduced or fails to grow. We anticipate that our top-tier KOLs will continue to contribute to the majority of our total net revenues in the near future, as it will take time for other KOLs to develop their fan bases and thus our customer base. We cannot assure you that our top-tier KOLs will be able to retain their popularity, or our other KOLs will be able to increase their number of fans. Any failure to do so will materially and adversely affect our business, prospects, financial performance and results of operations.

We have incurred net losses in the past, and we may continue to incur losses in the future.

We have incurred net losses in our history. For fiscal years 2017 and 2018, we incurred net losses of RMB40.1 million and RMB90.0 million (US$13.1 million), respectively, and negative cash flows from operations of RMB240.5 million and RMB27.6 million (US$4.0 million), respectively. For the first three quarters of fiscal years 2018 and 2019, we incurred net losses of RMB26.1 million and RMB57.5 million (US$8.4 million), respectively. We may incur net losses in the future, which may raise substantial doubt about our ability to continue as a going concern. For more details, see Note 2 to our combined and consolidated financial statements included elsewhere in this prospectus. We expect our operating expenses to increase in absolute amounts in the future due to (i) the continued expansion of our business, (ii) the continued investment in AI solutions and technology infrastructure, and (iii) the continued identification and cultivation of new KOLs, which will affect our ability to achieve profitability.

Our ability to achieve profitability depends on our ability to, among other things, increase the number of fans and consumers, grow and diversify our product and service offerings and optimize our cost structure. However, we may not be able to achieve any of the above. In particular, our sales and marketing expenses increased by 49.5% from RMB97.8 million for fiscal year 2017 to RMB146.2 million (US$21.3 million) for fiscal year 2018, because we opened a number of new online stores in fiscal year 2018 and we paid more service fees to e-commerce platforms and social media for promoting our new online stores. Moreover, our sales and marketing expenses increased by 41.3% from RMB112.1 million for the first three quarters of fiscal year 2018 to RMB158.4 million (US$23.0 million) for the first three quarters of fiscal year 2019, primarily due to the increased salaries paid to our KOL cultivation team and expenses relating to KOL support and training because we continued investing in identifying and cultivating new KOLs to serve our entire platform while we experienced growth in our KOL sales business and KOL advertising business. If we continue to incur substantial sales and marketing expenses without being able to achieve the anticipated consumer and

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GMV growth, our operating results may be materially and adversely affected. As a result, we may fail to improve our operating margin and may continue to incur net losses in the future.

We and our KOLs may fail to anticipate or influence changes in fans' buying preferences and develop our product offering and merchandising.

The success of our business depends on our and our KOLs' ability to anticipate and influence the purchase decisions of our KOLs' fans. The market for products sold in our online stores, in particular women's apparel, changes rapidly in ways that are often difficult to predict. Consequently, we must stay abreast of emerging consumer preferences, anticipate product trends that will appeal to our KOLs' existing and potential fans and take them into account during our product design and manufacturing process. This requires a combination of various elements, including but not limited to accurate analysis and prediction of market trends, timely collection of fans' feedback, strong research and development capability, and access to flexible product production. If we are unable to accurately predict or timely react to evolving preferences or trends, or if we misjudge the market for our products, the continued success and future growth of our business could be materially and adversely affected, potentially resulting in significant decreases in revenue.

We may not be able to attract new KOLs or retain our existing KOLs.

We rely on our KOLs to promote our products and to drive traffic to our online stores. See "Business—Our KOLs—Collaboration with Our KOLs." We enter into cooperation agreements or employment agreements with our KOLs. The term of the cooperation agreements typically ranges from three to five years. If any of our KOLs cease to cooperate with us during the term of the cooperation agreement or employment agreement, sales and marketing efforts of that KOL will reduce. If we are unable to enforce our rights against him or her, there may be less or no traffic to our online stores opened in his or her name and we may generate less revenue from such online stores. Even if we are able to enforce our rights against the relevant KOL, the gross compensation that we receive through enforcement may be substantially less than the revenue we would have earned were the cooperation or employment agreement performed in full by the relevant KOL.

Starting from 2017, the cooperation agreements we entered into with our KOLs normally provide that, if the KOL's revenue or number of new fans reaches a certain threshold during the initial contract term, it will automatically renew for a period of three years upon expiration of the original term. However, the cooperation agreements entered into before 2017 do not have such provision. If, after the term, any of our KOLs is able to sustain his or her popularity and decides to open his or her own online store or to cooperate with other KOL sales and marketing platforms, he or she may compete with our KOLs and our online stores and our ability to generate revenue could be reduced.

We may not be successful in cultivating KOLs and may be unable to recoup the costs incurred in cultivating our KOLs.

We incurred a significant amount of operating expenses in training and providing professional support to our KOLs for fiscal years 2017 and 2018 and the first three quarters of fiscal year 2019. A significant portion of such expenses in respect of each KOL are incurred before the KOL has developed a sufficiently large fan base to generate any revenue for us.

The cultivation of successful KOLs is subject to many uncertainties, including their personal style, charisma, attitude and professionalism, the receptiveness of social media users to our KOLs and other circumstances beyond our control. If any of our KOLs fails to develop a fan base to our expectations, we may not open any online store in his or her name or such online store may not be successful, and in such case, we may fail to receive the expected revenue from online stores or fail to recoup the costs

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incurred in training and supporting such KOL, which may adversely impact our business, financial condition and results of operations.

Negative publicity about our KOLs or our products may materially and adversely affect our reputation, our business and the trading price of our ADSs.

Negative publicity about our KOLs or our products may arise and appear on the internet and other media from time to time, and negative publicity of a more serious nature may arise in the future. For example, our KOLs may post unlawful, false, offensive or controversial content on their social media pages, notwithstanding any terms of use of the social media platforms and our guidelines, which may result in negative comments and complaints or even cause their accounts to be closed by social media platforms. In addition, they may also receive negative publicity if they are involved in any illegal activities, scandals or rumors.

Our products may also be subject to negative publicity for various reasons, such as complaints about the quality of our and their products and related services or other public relation incidents of us, which may adversely affect our reputation and the sales of our products of those of third-party online retailers in our online stores. Any such negative publicity, regardless of veracity, could result in the expenditure of funds and management time and may have a material and adverse effect on our reputation, our business and the trading price of our ADSs.

We have experienced rapid growth since our inception, but we may fail to adequately manage our expansion.

Our rapid growth has placed, and continues to place, significant strain on our management and our technology infrastructure, as well as our operational, financial and administrative systems. To accommodate our growth, we anticipate that we will need to implement a variety of new and upgraded systems, procedures and controls. We will also need to continue expanding, training, managing and motivating our KOLs and employees and manage our relationships with our customers, suppliers and other service providers. All of these endeavors involve risks and will require substantial management effort and additional expenditures. We cannot assure you that we will be able to manage our growth or execute our strategies effectively, and any failure to do so may have a material adverse effect on our business, financial condition and results of operations.

We face challenges and risks associated with diversifying our monetization channels.

We have in the past generated most of our revenue from our full-service model. In the future, under our full-service model, we intend to expand our online stores into more popular e-commerce platforms, diversify our product portfolio and expand into additional verticals. Further, under our platform model, we plan to diversify our service offerings to include more KOL services such as additional forms of advertising and casting. Such plans may require us to devote significant financial and managerial resources and may not perform as expected. In addition, we may not be able to successfully anticipate and address customer demands and preferences in connection with new product offerings and our existing network may not be adaptable to the new product offerings.

We also expect to explore new monetization opportunities and expand our revenue sources, and to adjust the proportion of our revenue from different revenue sources in response to changes in market conditions. This may make predicting our future results of operations more difficult than it otherwise would be. Therefore, our past results of operations should not be taken as indicative of our future performance. We may also be inexperienced with the operations associated with new monetization opportunities.

If we cannot successfully address challenges, we may not be able to recoup our investments with respect to any new initiatives, in which case our business, financial condition and results of operations could be materially and adversely affected.

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We may fail to manage our inventories effectively.

To operate our business successfully and meet our consumers' demands and expectations, we must maintain a certain level of finished goods inventory to ensure immediate delivery when required. However, forecasts are inherently uncertain. For example, as we allow consumers to cancel their pre-orders, we may not be able to make accurate forecasts and actual orders may be lower than our forecasted orders, and therefore, we may not be able to maintain an appropriate level of inventory of fabrics and raw materials for production. In addition, if our forecasted demands are lower than actual demand, we may not be able to maintain an adequate inventory level of our finished goods or produce our products in a timely manner, and may lose sales and market share to our competitors. On the other hand, if our forecasted demand are higher than actual demand, we may be exposed to increased inventory risks due to accumulated excess inventory of our finished products, fabrics or raw materials. Excess inventory levels may lead to increases in inventory holding costs, risk of inventory obsolescence, increases in markdown allowances and write-offs.

Our return and exchange policies may adversely affect our results of operations.

We have adopted consumer-friendly return and exchange policies that make it convenient for consumers to change their minds after completing purchases. We may also be required by law to adopt new or amend existing return and exchange policies from time to time. For example, pursuant to the recently amended Consumer Protection Law, which became effective in March 2014, consumers are generally entitled to return the products purchased within seven days upon receipt without giving any reasons when they purchase the products from business operators on the internet. See "Regulation—Regulations Relating to Tort Liability, Product Quality and Consumer Protection." These policies subject us to additional costs and expenses, which we may not recoup through increased revenue. Our ability to handle a large volume of returns is unproven. If our return and exchange policy is misused by a significant number of consumers, our costs may increase significantly and our results of operations may be materially and adversely affected.

Our results of operations are subject to fluctuations due to the seasonality of our business and other events.

We have experienced, and we expect to continue to experience, seasonal fluctuations in our revenues, which have caused, and will continue to cause, fluctuations in our results of operations. We generally experience a lower level of sales in the fourth quarter of each fiscal year due to the Chinese New Year holiday, during which consumers generally spend less time on our KOLs' social media spaces and on online shopping, while we usually have higher sales in the third quarter of each fiscal year due to sales on Singles Day in November, Double Twelve in December and sales of fall and winter apparel, which typically have a higher average selling price than spring and summer apparel. In addition, our logistics and fulfillment service hours will be impacted by holidays.

We make planning, inventory and personnel decisions based on our estimates of demand. If we fail to adequately increase inventory levels for popular products or do not have sufficient staff to handle purchase orders in a timely manner, we may fail to meet consumer demand, which may reduce the volume of transactions in our online stores as well as the attractiveness or such online stores. On the other hand, if we overstock products or if we hire more staff than required, we may be required to take inventory markdowns or write-offs or we may incur unnecessary costs, which could reduce our profits.

We may be subject to product liability claims that could be costly and time-consuming.

We sell our products and promote third-party brands' products on our KOL sales and marketing platform; some of the products may be defective. If any product that we sell were to cause personal injury or injury to property, the injured party or parties could bring claims against us. We could also be subject to claims that consumers were harmed due to their reliance on our KOLs' promotion of

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third-party brands' products. If a successful claim were brought against us, it could adversely affect our business. We may have the right under applicable laws, rules and regulations to recover from the relevant manufacturers or third-party online retailers compensation that we are required to make to consumers in connection with a product liability, personal injury or a similar claim, if such relevant party is found responsible. However, there can be no assurance that we will be able to recover all or any amounts from these parties. Any product liability claim, regardless of its merit or success, could result in the expenditure of funds and management time and adverse publicity and could have a negative impact on our reputation, business, financial condition and results of operations.

We may incur liability for counterfeit, unauthorized, illegal, or infringing products sold or misleading information available on our KOL sales and marketing platform.

Under our platform model, our KOLs represent reputable brands and online retailers on our KOL sales and marketing platform. However, brands' and online retailers' measures of safeguarding against counterfeit, unauthorized, illegal, or infringing products sold through e-commerce platforms may not be adequate. Although we have indemnity clauses in most of our contracts with our brands and online retailers, sales could decline and our reputation may be adversely affected. We may be subject to sanctions under applicable laws and regulations if we are deemed to have participated or assisted in infringement activities associated with counterfeit goods, which may include injunctions to cease infringing activities, rectification, compensation, administrative penalties and even criminal liability, depending on the gravity of such misconduct. Furthermore, counterfeit products may be defective or inferior in quality as compared to authentic products and may pose safety risks to consumers. If consumers are injured by counterfeit, unauthorized, illegal, or infringing products sold on our KOL sales and marketing platform, we may be subject to lawsuits, severe administrative penalties and criminal liability. See "—We may be subject to product liability claims that could be costly and time-consuming." We believe our reputation is extremely important to our success and our competitive position. The discovery of counterfeit, unauthorized, illegal, or infringing products promoted by our KOLs or sold on our KOL sales and marketing platform may severally damage our reputation among brand partners, and they may refrain from using our services in the future, which would materially and adversely affect our operations and financial results.

We rely on a limited number of online social media platforms and e-commerce platforms to conduct our business. However, operators of the platforms may curtail or inhibit our ability to use the platforms, or there may be material disruption of the platforms.

Our KOLs use social media platforms such as Weibo, Weitao and WeChat to promote our and third-party products and to drive traffic to online stores on Taobao.

While they are generally open to all users, these social media and e-commerce platforms have no obligation to allow us or our KOLs to use their platforms in the long term. If we or our KOLs breach the terms of use of such platforms, or for any other reason, the platform operators may decide at any time to curtail or inhibit our ability to use such platforms, for example, by banning or closing our or our KOLs' user accounts. Additionally, these platforms may increase their fees or make changes to their respective business models, terms of use, policies or systems, and those changes could impair or restrict our or our KOLs' ability to post content and sell products. Further, social media platforms and e-commerce platforms could cease operations unexpectedly due to a number of events, including interruptions in telecommunication services, computer viruses and security breaches.

Any of the above could reduce our KOLs' ability to post promotional content, fans' and consumers' engagement time, our ability to serve third-party online retailers, and traffic and sales on our online stores, any of which could affect our ability to achieve profitability or have a material adverse effect on our business, financial condition and results of operations.

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If we fail to manage and expand our relationships with suppliers, or otherwise fail to procure products at favorable terms, our business and growth prospects may suffer.

As of December 31, 2018, we had over 800 fabric suppliers, wholesale clothing providers and manufacturers on our supplier list who had worked with us and with which we expect to continue our business relationships in the near future. Maintaining strong relationships with these suppliers is important to the growth of our business. In particular, we depend significantly on our suppliers to provide fabrics and sample clothes as well as our manufacturers to produce apparel for us on favorable pricing terms. We typically enter into framework agreements with suppliers on an annual basis, and these framework agreements do not ensure the availability of products or the continuation of particular pricing practices or payment terms beyond the end of the relevant contractual terms. We cannot assure you that our current suppliers will continue to sell products or provide services to us on commercially acceptable terms, or at all, after the term of the current agreement expires. If our suppliers cease to provide us with favorable payment terms, our requirements for working capital may increase and our operations may be materially and adversely affected.

Moreover, we may also become involved in disputes with our suppliers on the required prepayments and relevant settlement afterwards. If we fail to maintain business relationships with our suppliers due to such disputes, and we will need to establish new supplier relationships promptly to ensure that we have access to a steady supply of products or services on favorable commercial terms. However, we cannot assure you that we will be able to find new suppliers who can satisfy our requirements.

The success of our platform model is linked to the success of third-party merchants whose products and services our KOLs promote or who publish advertisements on the social media space of our KOLs.

For our platform model, our success and our growth are partly dependent upon the success of third-party merchants who hire our KOLs to promote their products and services or who place advertisements on our KOL sales and marketing platform. As we continue growing our business under our platform model, our future success will be tied to the success of such third-party merchants, including brands and online retailers. We cannot assure you that our efforts to optimize our customer base under our platform model will be successful or will not have any material adverse impact on our business performance or results of operations. If our customers under our platform model were to have financial difficulties, suffer impairment of their brands or if the profitability of, or demand for, their products or services decreases, it could adversely affect our results of operations and our ability to maintain and grow our business. Our business could also be adversely affected if our customers' marketing, brands or retail stores are not successful or if they reduce their marketing efforts.

We depend on logistics service providers to deliver products to customers, and they may fail to provide reliable logistics services.

We rely on logistics service providers to deliver products to our customers. See "Business—Our Suppliers—Logistics Service Providers." Any major interruptions to or failures in these logistics service providers could prevent the timely or successful delivery of products. These interruptions may be due to unforeseen events that are beyond our control or the control of these third-party logistics providers, such as inclement weather, natural disasters, transportation interruptions or labor unrest or shortage. If products are not delivered on time or are delivered in a damaged state, customers may return the products and may claim refund from us, third-party brands or other online retailers who cooperate with us, and these third-party brands or other online retailers may have less confidence in our services. As a result, we may lose brand and online retailer partners, and our business, financial condition and results of operations could suffer.

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We are subject to payment processing related risks.

Our online stores accept payments through third party online payment platforms such as Alipay. For certain payment methods, we pay interchange and other fees, which may increase over time and raise our operating costs and lower our profitability. We may be subject to fraud and other illegal activities in connection with online payment. We are also subject to various rules, regulations and requirements, regulatory or otherwise, governing electronic funds transfers, which could change or be reinterpreted to make it difficult or impossible for us to comply. If we fail to comply with these rules or requirements, we may be subject to fines and higher transaction fees and lose our ability to process electronic funds transfers or facilitate other types of online payments, and our business, financial condition and results of operations could be materially and adversely affected.

In addition, as restricted by Alipay, one corporate entity can only be associated with a maximum of five online store accounts and receive revenues generated from these stores via Alipay. As we can associate our online store accounts to a limited number of our VIE's subsidiaries, we directly receive payments from a minority of our online store accounts via Alipay, while the majority of our online stores transfer their sale proceeds to us through bank accounts opened in the names of the respective KOLs. We have taken measures to maintain control over such KOLs' bank accounts and avoid KOLs' misappropriation or any other misconduct in connection with our revenues generated from online stores. For example, we create and keep the passcodes required for the online payment process. However, we cannot assure you that these measures will be effective and keep us from being harmed by KOLs' misappropriation or misconduct. In addition, according to the Administrative Measures for RMB Bank Settlement Account, a corporation is not allowed to misuse personal accounts to receive payments from customers. Therefore, if our control over the KOL bank accounts is deemed as misuse by relevant government authorities, we may be subject to fines.

We may not be able to provide high-quality customer service.

We depend on our customer service representatives and online store managers to provide assistance to customers on our online stores. See "Business—Our Customers—Consumers." If they fail to satisfy the individual needs of customers, our sales could be negatively affected and we may lose potential or existing third-party online retailers, which could have a material and adverse effect on our business, financial condition and results of operations.

We may not be able to compete successfully against current and future competitors.

We face competition in the internet KOL facilitator market and e-commerce market in China, and we expect greater competition in the future from new market entrants. Intensified competition may result in a decrease in our market share or reduction in revenue or difficulty in recruiting new KOLs, any of which could negatively affect our business, financial condition, results of operations and our ability to grow our business.

In addition, competition may intensify as our competitors raise additional capital and as established companies in other market segments expand into our market segments. If we cannot compete successfully against our current and future competitors, our business, financial condition and results of operations could be adversely affected.

We depend on our senior management as well as experienced and capable personnel generally, but we may fail to attract, motivate and retain them.

Our future success is significantly dependent upon the continued service of our senior management and other key employees, including FENG Min, SUN Lei (Ray), SHEN Chao (Eric) and CHI Zhenbo (Nick). If members of our senior management team or other key personnel resign, join a competitor or form a competing company, we may not be able to locate suitable or qualified replacements and may

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face uncertainty and incur additional expenses as we seek to recruit and train new staff, which could severely disrupt our business and growth.

We have entered into employment, non-compete, non-solicitation and confidentiality agreements with our senior management and other key personnel. However, these employment, non-compete, non-solicitation and confidentiality agreements do not ensure the continued service of these senior management and key personnel, and we may not be able to enforce these agreements. In addition, we do not maintain key person life insurance for any of the senior members of our management team or other key personnel.

Competition for discovering and signing talents in the internet KOL facilitator industry and e-commerce industry in China is intense, and the availability of suitable and qualified candidates in China is limited. Competition for these individuals could cause us to offer higher compensation and other benefits to attract and retain them. Even if we were to offer higher compensation and other benefits, there is no assurance that these individuals will choose to join or continue to work for us. Any failure to attract or retain key management and personnel could severely disrupt our business and growth.

We may fail to obtain requisite approvals, licenses or permits applicable to our business or fail to comply with PRC laws and regulations.

Our business is subject to supervision and regulation by relevant PRC government authorities, including the State Administration for Market Supervision, the Ministry of Industry and Information Technology of the PRC, the National Development and Reform Commission, the Ministry of Culture and Tourism of the PRC, China Food and Drug Administration and/or their relevant local counterparts. These government authorities promulgate and/or enforce regulations that cover many aspects of operation of online retailing such as Interim Measures for the Administration of Online Commodities Trading and Relevant Services, Product Quality Law of the PRC, Pricing Law of the PRC, Administrative Measures for Food Business Licensing, Regulations for the Administration of Commercial Performances and E-commerce Law of the PRC. We are required to hold a number of licenses and permits in connection with our operations, such as business license, commercial performance permit and food business license. While we currently hold all material licenses and permits required for our operations, we may be required to renew these licenses and permits upon their expiration or obtain new licenses or permits in the future as a result of our business expansion, change in our operations or change in laws and regulations applicable to us.

As the e-commerce industry is still evolving in China, new laws and regulations may be adopted from time to time, and substantial uncertainties exist regarding the interpretation and implementation of current and future PRC laws and regulations applicable to our operations. Our current business activities could be found in violation of any future laws and regulations or any of the laws and regulations currently in effect due to changes in the relevant authorities' interpretation of these laws and regulations. In addition, although relevant PRC government authorities currently do not have any laws or regulations governing KOLs' qualifications, activities, behaviors and other elements that may have an impact to our business, they could tighten the restrictions on KOL-related business and promulgate new laws and regulations in the future.

If we fail to adapt to any new regulatory requirement or any competent government authority considers that we operate our business without any requisite license, permit or approval, or otherwise fails to comply with applicable regulatory requirements, we may be subject to administrative actions and penalties against us, including fines, confiscation of our incomes, revocation of our licenses or permits, or, in severe cases, cessation of certain business. Any of these actions may have a material and adverse effect on our business, financial condition and results of operations.

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We may fail to renew our leases upon expiration or comply with relevant PRC laws that require registration of lease agreements as well as other title certificates, in which case we may have to relocate our offices or warehouses.

As of December 31, 2018, we leased approximately 11,656 square meters of office space in Hangzhou and Shanghai, and leased an aggregate of over 59,470 square meters of warehouses in Haining and Hangzhou, Zhejiang Province, and we may have to relocate for a number of reasons. For example, we may not be able to successfully renew leases upon expiration of the current term, and may decide to move to more premium locations or have to relocate our operations as required by relevant PRC laws and regulations. In particular, two of our warehouses which are not located at our registered corporate addresses in China have not registered as our branches with the competent government authority and we may be subject to fines of up to RMB100,000 for each of such warehouses or may need to relocate our warehouses. In those cases, we may not be able to locate desirable alternative sites for our offices or warehouses under favorable terms. Nevertheless, we are in the process of establishing an operating entity to modify the registration of our corporate addresses to cover the said warehouses.

We have not been able to receive from our lessors of some of our leased properties copies of title certificates or proof of authorization to lease the properties to us. In addition, we have not registered most of our lease agreements with relevant government authorities as required by PRC law. As of the date of this prospectus, we are not aware of any actions, claims or investigations threatened against us or our lessors with respect to the defects in our leasehold interests. However, if any of our leases is terminated as a result of challenges by third parties or governmental authorities for lack of title certificates or proof of authorization to lease, we do not expect to be subject to any fines or penalties but we may be forced to relocate the affected offices or warehouses and incur additional expenses relating to such relocation. In addition, failure to complete the lease registration will not affect the legal effectiveness of the lease agreements according to PRC law, but the real estate administrative authorities may require the parties to the lease agreements to complete lease registration within a prescribed period of time and the failure to do so may subject the parties to fines from RMB1,000 to RMB10,000 for each of such lease agreements.

We may not be able to adequately protect our intellectual property rights and exclusive rights.

We rely on a combination of trademark, patent, copyright and trade secret protection laws in China and other jurisdictions, as well as confidentiality procedures and contractual provisions, to protect our intellectual property rights and other exclusive rights. Our cooperation agreements with KOLs typically provide that we own their portrait rights or right of publicity on social media platforms, social media accounts and online store accounts. Our cooperation agreements with KOLs also include provisions on confidentiality and intellectual property rights protections. We also enter into confidentiality agreements with our employees and any third parties who may access our proprietary information, and we rigorously control access to our proprietary technology and information. Our success also depends in part upon the technology and AI solutions that we utilize in designing and manufacturing products as well as certain systems we use in managing the entire fulfillment and transaction process.

Nevertheless, it may be possible for third parties to obtain and use our intellectual property and exclusive rights without authorization. Intellectual property protection may not be sufficient or consistent in China. Moreover, cooperation agreements and confidentiality 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 and exclusive rights or to enforce our contractual rights in China or elsewhere. In addition, policing any unauthorized use of our intellectual property and exclusive rights is difficult, time-consuming and costly and the steps we have taken may be inadequate to prevent the misappropriation of our intellectual property and exclusive rights. In the event that we resort to litigation to enforce our intellectual

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property rights and exclusive rights, such litigation could result in substantial costs and a diversion of our managerial and financial resources. We can provide no assurance that we will prevail in such litigation or that that we would be able to halt any unauthorized use of our intellectual property and exclusive rights. In addition, our trade secrets may be leaked or otherwise become available to, or be independently discovered by, our competitors. 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 accused of infringing intellectual property rights of others and content restrictions of relevant laws.

Third parties may claim that the technology or content used in our KOLs' social media pages or our operation of online stores infringe upon their intellectual property rights. For example, while offering our advertising services, we may be subject to liabilities such as infringement of copyrights or trademarks and to other claims based on the materials and content posted on our KOL sales and marketing platform. We have been in the past subject to claims relating to infringement of the intellectual property rights of others. The possibility of intellectual property claims against us increases as we continue to grow. Such claims, whether or not having merit, may result in our expenditure of significant financial and management resources, injunctions against us or payment of damages. We may need to obtain licenses from third parties who allege that we have infringed their rights, but such licenses may not be available on terms acceptable to us or at all. These risks have been amplified by the increase in the number of third parties whose sole or primary business is to assert such claims.

China has enacted laws and regulations governing internet access and the distribution of products, services, news, information, audio-video programs and other content through the internet. The PRC government has prohibited the distribution of information through the internet that it deems to be in violation of PRC laws and regulations. If any of the information disseminated through our KOLs' social media pages or our online stores were deemed by the PRC government to violate any content restrictions, we would not be able to continue displaying such content and could become subject to penalties, including confiscation of income, fines, suspension of business and revocation of required licenses, which could materially and adversely affect our business, financial condition and results of operations.

The outcome of any claims, investigations and proceedings is inherently uncertain, and in any event, defending against these claims could be both costly and time-consuming and could significantly divert the efforts and resources of our management and other personnel. An adverse determination in any such litigation or proceedings could cause us to pay damages, legal fees and other costs, as well as limit our ability to conduct business or require us to change the manner in which we operate. Even if such assertions against us are unsuccessful, they may cause us to lose existing and future business and incur reputational harm and substantial legal fees.

The proper functioning of our information technology systems is essential to our business. We may fail to maintain the satisfactory performance of our systems.

Our business relies on the proper functioning of our information technology systems. We use information technology systems to enable us to conduct our operations, including product design and procurement, inventory control, supplier management, market data analysis, sales, logistics, KOL identification, cultivation and support, customer service, budgeting and financial reporting. Although we did not experience any material failure or breakdown of our information technology systems during fiscal years 2017 and 2018 and the first three quarters of fiscal year 2019, we cannot assure you that our information technology systems will always operate without interruptions. Any malfunction of our information technology systems, whether caused by computer viruses, hacking or other security breaches, errors encountered during system upgrades or other issues, that result in the unavailability or

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slowdown of our information technology systems may, individually or collectively, materially and adversely affect our business, financial condition and results of operations.

In addition, computer viruses, security breaches and information theft may lead to delays or errors in transaction processing, inability to fulfill purchase orders or loss of data. We cannot assure you that our security mechanisms will be sufficient to protect our information technology systems from any such occurrences, which could materially and adversely affect our business, reputation and prospects.

Further, we must continue to upgrade and improve our information technology systems and software to support our business growth, and failure to do so could impede our growth. However, we cannot assure you that we will be successful in implementing these system and software upgrades and improvement plans. In particular, our systems may experience interruptions during upgrades, and any new technologies may not be fully integrated with our existing systems on a timely basis, or at all. If our existing or future technology systems or software do not function properly, we could experience disruptions and failures, which in turn could materially and adversely affect our business, financial condition and results of operations.

Our business generates, collects and processes a large quantity of data, and any improper use or disclosure of or unauthorized access to such data may harm our reputation.

Our business generates, collects and processes a large quantity of personal, transaction, demographic and behavioral data. We face risks inherent in handling large volumes of data and in protecting the security of such data. In particular, we face challenges related to protecting the data in and hosted on our system, including against attacks on our system by outside parties or fraudulent behavior by our employees, addressing concerns related to privacy and sharing, safety, security and other factors, and complying with applicable laws, rules and regulations relating to the collection, use, disclosure and security of personal information, including requests from regulatory and government authorities relating to such data.

The PRC regulatory and enforcement regime with regard to data security and data protection has continued to evolve. There are uncertainties on how certain laws and regulations will be implemented in practice. PRC regulators have been increasingly focused on regulating data security and data protection. We expect that these areas will receive greater attention from regulators, as well as attract public scrutiny and attention going forward. This greater attention, scrutiny and enforcement, including more frequent inspections, could increase our compliance costs and subject us to heightened risks and challenges associated with data security and protection. If we are unable to manage these risks, our reputation and results of operations could be materially and adversely affected.

Failure to protect confidential information of KOLs, fans and consumers, brands and other merchants on our KOL sales and marketing platform against security breaches could damage our reputation and substantially harm our business and results of operations.

A significant challenge to the e-commerce business is the secure storage of confidential information and its secure transmission over public networks. A majority of the product orders and purchase payments are made through online transactions. Maintaining complete security on our KOL sales and marketing platform for the storage and transmission of confidential or private information, such as consumers' personal information, payment-related information and transaction information, is essential to maintain consumer confidence in our platform.

We have adopted strict security policies and measures, including encryption technology, to protect our proprietary data and buyer information. However, advances in technology, skills of hackers, new discovery in the field of cryptography or other events or development could result in a compromise or breach of the technology that we use to protect confidential information. We may not be able to prevent third parties from illegally obtaining such confidential or private information we hold with

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respect to KOLs, fans and consumers, brands and other merchants on our platform. Such individuals obtaining confidential or private information may further engage in various illegal activities using such information. In addition, we have limited control or influence over the security policies or measures adopted by third-party online payment service providers through which most of our consumers may choose to make payment for purchases. Any negative publicity about our online stores' safety or privacy protection mechanisms and policies, and any claims asserted against us or fines imposed upon us as a result of actual or perceived failures, could have a material and adverse effect on our public image, reputation, financial condition and results of operations. Any compromise of our information security or the information security measures of third-party online payment service providers could have a material and adverse effect on our reputation, business, prospects, financial condition and results of operations.

We may not be able to obtain sufficient capital to maintain or expand our business operations.

Our business operations and expansion require a substantial amount of capital. We had negative cash flows from operations of RMB240.5 million and RMB27.6 million (US$4.0 million) for fiscal years 2017 and 2018, respectively. Although we generated cash flows from operations of RMB45.7 million (US$6.6 million) for the first three quarters of fiscal year 2019, we expect our business operations will continue to require a substantial amount of working capital and we cannot assure you that we will be able to maintain positive cash flows from operations in the near future. To expand our business, we have also incurred, and expect to continue to incur, substantial costs to expand our KOL pool and develop our diversified monetization channels and we may only be able to recover such costs over the long term. Further, in connection with our restructuring in October 2018, our VIE, Hanyi E-Commerce, is expected to repay certain amounts due to Hangzhou Ruhnn so that Hangzhou Ruhnn can return to its institutional investors the amounts of their original Renminbi investments while the investors are expected to pay U.S. dollar equivalent of such amounts to our company as subscription price for the ordinary shares we issued to them. For additional details, see "Our History and Corporate Structure—Our History." The restructuring agreements allow Hangzhou Ruhnn to return such investments in installments and Hangzhou Ruhnn will not be required to pay the next installment until the subscription price equals to the previous installment paid by the relevant investor to our company. We cannot assure you that these institutional investors will fulfill their payment obligations in a timely manner, and if there is any delay in their payment of the subscription price to us for any reason, it may reduce our working capital and adversely affect our cash position.

We have historically funded our operations with contributions and advances from our shareholders. There can be no assurance that we will be able to generate sufficient cash from our operations to fund our capital requirements or raise additional funds through equity or debt financings on satisfactory terms or at all, in which case we may be required to prioritize projects or curtail capital expenditures, and our results of operations could be adversely affected. On the other hand, if we raise funds through debt financings, we may also become subject to restrictive covenants that could limit our future capital raising activities and other financial and operational matters. If we raise funds through further issuances of equity or equity-linked securities, our existing shareholders could suffer significant dilution in their percentage ownership of our company.

We may engage in acquisitions, investments or strategic alliances in the future, which could require significant management attention and materially and adversely affect our business and results of operations.

We may identify strategic partners to form strategic alliances and invest in or acquire additional assets, technologies or businesses that are complementary to our existing business. These investments may involve minority stakes in other companies, acquisitions of entire companies or acquisitions of selected assets.

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Any future strategic alliances, investments or acquisitions and the subsequent integration of the new assets and businesses obtained or developed from such transactions into our own may divert management from their primary responsibilities and subject us to additional liabilities. In addition, the costs of identifying and consummating investments and acquisitions may be significant. We may also incur costs and experience uncertainties in completing necessary registrations and obtaining necessary approvals from relevant government authorities in China and elsewhere in the world. The costs and duration of integrating newly acquired assets and businesses could also materially exceed our expectations. Any such negative developments could have a material adverse effect on our business, financial condition, results of operations and cash flow.

We may not have sufficient insurance coverage.

We maintain various insurance policies to safeguard against risks and unexpected events. We have purchased property insurance covering our inventory. However, we do not maintain business interruption insurance, general third-party liability insurance or key-man insurance. This could leave us exposed to potential claims and losses. Any business disruption, litigation, regulatory action, outbreak of epidemic disease or natural disaster could also expose us to substantial costs and diversion of resources. We cannot assure you that our insurance coverage is sufficient to prevent us from any losses or that we will be able to successfully claim for losses under our current insurance policies on a timely basis, or at all. If we incur losses that are not covered by our insurance policies, or if the amount reimbursed is significantly less than our actual losses, our business, financial condition and results of operations could be materially and adversely affected.

If we fail to implement and maintain an effective system of internal control to remediate our material weakness over financial reporting, we may be unable to accurately report our results of operations, meet our reporting obligations or prevent fraud.

Prior to this offering, we have been a private company with limited accounting personnel and other resources with which to address our internal control over financial reporting. 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 combined and consolidated financial statements included in this prospectus, we and our independent registered public accounting firm identified two material weakness in our internal control over financial reporting, which relate to (i) a lack of sufficient accounting personnel with U.S. GAAP knowledge and SEC financial reporting requirements and lack of accounting policies and procedures relating to financial reporting in accordance with U.S. GAAP, and (ii) a lack of formal risk assessment process over financial reporting and internal control framework. The material weaknesses, if not remediated timely, may lead to material misstatements in our combined and consolidated financial statements in the future.

Following the identification of the material weaknesses and other control deficiencies, we have taken measures, and plan to continue to take measures, to remediate these control deficiencies. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Internal Control Over Financial Reporting". However, the implementation of these measures may not fully address these deficiencies in our internal control over financial reporting, and we cannot conclude that they have been fully remediated. Our failure to correct these control deficiencies or our failure to discover and address any other control deficiencies could result in inaccuracies in our financial statements and impair our ability to comply with applicable financial reporting requirements and related regulatory filings on a timely basis. Moreover, ineffective internal control over financial reporting could significantly hinder our ability to prevent fraud.

Upon completion of this offering, we will become subject to the Sarbanes-Oxley Act of 2002. Section 404 of the Sarbanes-Oxley Act, or Section 404, requires that we include a report from

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management on the effectiveness of our internal control over financial reporting in our annual report on Form 20-F beginning with our annual report for fiscal year ending March 31, 2020. In addition, once we cease to be an "emerging growth company" as 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 control 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 for prior periods.

We may experience a severe or prolonged downturn in the global or Chinese economy.

Any prolonged slowdown in the Chinese or global economy may have a negative impact on our business, results of operations and financial condition. In particular, general economic factors and conditions in China or worldwide, including the general interest rate environment and unemployment rates, may affect advertising customers' willingness to advertise or consumers' willingness to spend on entertainment. Economic conditions in China are sensitive to global economic conditions. The global financial markets have experienced significant disruptions since 2008 and the United States, Europe and other economies have experienced periods of recession. The recovery from the lows of 2008 and 2009 has been uneven and is facing new challenges, including the escalation of the European sovereign debt crisis from 2011 and the slowdown of the Chinese economy since 2012. 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 in North Korea, Ukraine, the Middle East and Africa, which have resulted in volatility in financial and other markets. There have also been concerns over the expected withdrawal of the United Kingdom from the European Union as well as concerns about the economic effect of the tensions in the relationship between the United States, China and neighboring Asian countries. Starting from early 2018, U.S. President Donald J. Trump announced the imposition of tariffs on Chinese goods entering the United States, and recently both China and the U.S. have each imposed additional tariffs. The United States may also in the future impose tariffs on the importation of consumer products. Although we do not currently export any of our products to the United States, we may do so in the near future. It is not yet clear what impact these tariffs may have or what actions other governments, including the Chinese government, may take

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in retaliation. In addition, these developments could have a material adverse effect on global economic conditions, the stability of global financial markets and the Chinese economy. If present Chinese and global economic uncertainties persist, we may have difficulty in attracting advertising customers or spending by consumers on entertainment. Additionally, continued turbulence in the international markets may adversely affect our ability to access the capital markets to meet liquidity needs.

Any occurrence of a natural disaster, widespread health epidemic or other outbreaks could have a material adverse effect on our business, financial condition and results of operations.

Our business could be materially and adversely affected by natural disasters, such as snowstorms, earthquakes, fires or floods, the outbreak of a widespread health epidemic, such as swine flu, avian influenza, severe acute respiratory syndrome, or SARS, Ebola or other events, such as wars, acts of terrorism, environmental accidents, power shortage or communication interruptions. The occurrence of such a disaster or a prolonged outbreak of an epidemic illness or other adverse public health developments in China or elsewhere in the world could materially disrupt our business and operations. Such events could also significantly impact our industry and cause a temporary closure of the facilities we use for our operations, which would severely disrupt our operations and have a material adverse effect on our business, financial condition and results of operations. Our operations could be disrupted if any of our employees or employees of our business partners were suspected of having the swine flu, avian influenza, SARS or Ebola, since this could require us or our business partners to quarantine some or all of such employees or disinfect the facilities used for our operations. In addition, our revenues and profitability could be materially reduced to the extent that a natural disaster, health epidemic or other outbreak harms the global or PRC economy in general. Our operations could also be severely disrupted if our buyers, sellers or other participants were affected by such natural disasters, health epidemics or other outbreaks.

The enforcement of the PRC Labor Contract Law and other labor-related regulations in the PRC may adversely affect our business and results of operations.

The Standing Committee of the National People's Congress enacted the Labor Contract Law in 2008, and amended it on December 28, 2012. The Labor Contract Law introduced specific provisions related to fixed-term employment contracts, part-time employment, probationary periods, consultation with labor unions and employee assemblies, employment without a written contract, dismissal of employees, severance, and collective bargaining to enhance previous PRC labor laws. Under the Labor Contract Law, an employer is obligated to sign an unlimited-term labor contract with any employee who has worked for the employer for ten consecutive years. Further, if an employee requests or agrees to renew a fixed-term labor contract that has already been entered into twice consecutively, the resulting contract, with certain exceptions, must have an unlimited term, subject to certain exceptions. With certain exceptions, an employer must pay severance to an employee where a labor contract is terminated or expires. In addition, the PRC governmental authorities have continued to introduce various new labor-related regulations since the effectiveness of the Labor Contract Law.

Under the PRC Social Insurance Law and the Administrative Measures on Housing Fund, employees are required to participate in pension insurance, work-related injury insurance, medical insurance, unemployment insurance, maternity insurance, and housing funds and employers are required, together with their employees or separately, to pay the social insurance premiums and housing funds for their employees. To comply with such laws and regulations, we provide social security insurance including pension insurance, unemployment insurance, work-related injury insurance to our employees. Additionally, we provide supplementary medical insurance for all management and research and development personnel. We currently make social insurance and housing fund contributions according to the minimum standards announced by local governments, but we may be deemed as violating relevant PRC laws and regulations that require companies to make social insurance and

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housing fund contributions based on actual wages. We may be deemed as violating the PRC Social Insurance Law and the Administrative Measures on Housing Fund, and we may be subject to fines and legal sanctions, including a late charge and a fine ranging from one to three times the amount due, and our business, financial condition and results of operations may be adversely affected.

These laws designed to enhance labor protection tend to increase our labor costs. In addition, as the interpretation and implementation of these regulations are still evolving, our employment practices may not be at all times be deemed in compliance with the regulations. As a result, we could be subject to penalties or incur significant liabilities in connection with labor disputes or investigations.

Risks Relating to Our Corporate Structure

The PRC government may find that the contractual arrangements that establish our corporate structure for operating our business do not comply with applicable PRC laws and regulations.

Pursuant to the Special Administrative Measures for Access of Foreign Investment (Negative List) (2018 Edition), the Regulation on the Administration of Commercial Performances (2016 Revision) and relevant applicable PRC laws and regulations, foreign investors normally are not allowed to hold more than 49% of the equity interests in the enterprise providing talent agency services, except that, investors from Hong Kong and Macao may establish wholly Hong Kong-funded or Macao-funded talent agencies in the mainland. Such investors must meet certain requirements, including that the Hong Kong or Macao investor must be incorporated in Hong Kong or Macao and has engaged in substantive business operations for three years or more.

In addition, pursuant to the Circular on Lifting the Restriction to Foreign Shareholding Percentage in Online Data Processing and Transaction Processing Business (Operational E-commerce), or the New E-commerce Circular, while foreign investors are allowed to hold up to 100% equity interest of an entity operating online data processing and transaction processing business (operational e-commerce) in China, such foreign investors still need to satisfy certain stringent qualification requirements, for instance, the major foreign investors must have good track records and operating experience in the value-added telecommunications service industry. Further, there remain significant uncertainties with respect to the interpretation and implementation of the New E-commerce Circular as well as the applications for the license regarding online data processing and transaction processing business by a wholly foreign funded enterprise in practice.

To ensure compliance with PRC laws and regulations, we conduct our businesses in China mainly through our PRC affiliates, Hangzhou Hanyi E-Commerce Co., Ltd., or Hanyi E-Commerce or VIE, and its subsidiaries. Hanyi E-Commerce is 1% owned by FENG Min and 99% owned by Hangzhou Xinghui, which is a company incorporated in the PRC and wholly owned by FENG Min. FENG Min is a PRC citizen. We entered into a series of contractual arrangements with Hanyi E-Commerce, which enable us to:

•: exercise effective control over Hanyi E-Commerce and its subsidiaries;
•: receive substantially all of the economic benefits from Hanyi E-Commerce and its subsidiaries; and
•: have a call option to purchase all or part of the equity interests in Hanyi E-Commerce when and to the extent permitted by the relevant laws.

Because of these contractual arrangements, we are the primary beneficiary of Hanyi E-Commerce and its subsidiaries and treat them as our PRC affiliates under U.S. GAAP. We consolidate the financial results of Hanyi E-Commerce and its subsidiaries in our financial statements in accordance with U.S. GAAP. For a detailed discussion of these contractual arrangements, see "Our History and Corporate Structure."

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There are, however, substantial uncertainties regarding the interpretation and application of current or future PRC laws and regulations concerning foreign investment in the PRC, and their application to and effect on the legality, binding effect and enforceability of the contractual arrangements. In particular, we cannot rule out the possibility that PRC regulatory authorities, courts or arbitral tribunals may in the future adopt a different or contrary interpretation or take a view that is inconsistent with the opinion of our PRC legal counsel.

It is uncertain whether any new PRC laws, rules or regulations relating to VIE structures will be adopted or if adopted, what affect they may have on our corporate structure. In particular, in January 2015, the Ministry of Commerce, or MOFCOM, published a discussion draft of the proposed Foreign Investment Law, or the 2015 Draft FIL, for public review and comments. Among other things, the 2015 Draft FIL expands the definition of foreign investment and introduces the principle of "actual control" in determining whether a company is considered a foreign-invested enterprise, or an FIE. Under the 2015 Draft FIL, variable interest entities would be deemed as FIEs, if they are ultimately "controlled" by foreign investors, and would thus be subject to restrictions on foreign investments. We are controlled by a legal entity incorporated outside of PRC, and therefore, it increases the likelihood that our company may be deemed as controlled by foreigners. In addition, on December 23, 2018, the State Council of the PRC submitted the 2018 version of Draft Foreign Investment Law, or the 2018 Draft FIL, to the Standing Committee of the National People's Congress for deliberation. While the 2015 Draft FIL stipulates that contractual arrangements may be deemed as a form of foreign investment, the 2018 Draft FIL does not explicitly include the same language. Notwithstanding the above, the 2018 Draft FIL stipulates that the concept of a foreign investment includes foreign investors investing in China through "any other methods" under laws, administrative regulations, or provisions prescribed by the State Council. Therefore, contractual arrangements could deemed as a form of foreign investment under future laws, administrative regulations or provisions of the State Council of the PRC. It is uncertain when the 2015 Draft FIL or the 2018 Draft FIL would be signed into law and whether the final version would have any substantial changes from the draft. See "Regulation— Draft Foreign Investment Law" and "—We face uncertainties with respect to the interpretation and implementation of the Draft Foreign Investment Law, which proposes significant changes to the PRC foreign investment legal regime and has a material impact on businesses in China controlled by FIEs primarily through contractual arrangements, such as our business."

If, as a result of such contractual arrangement, we or Hanyi E-Commerce and its subsidiaries are found to be in violation of any existing or future PRC laws or regulations, or such contractual arrangement is determined as illegal and invalid by the PRC court, arbitral tribunal or regulatory authorities, or we fail to obtain, maintain or renew any of the required permits or approvals, the relevant PRC regulatory authorities would have broad discretion to take action in dealing with such violations or failures, including:

•: being unable to exert control over affiliated entities;
•: revoking the business licenses and/or operating licenses of Hangzhou Yihan Technology Co., Ltd., or Yihan Technology or WFOE, and/or Hanyi E-Commerce and its subsidiaries;
•: discontinuing or restricting the conduct of any transactions between Yihan Technology and Hanyi E-Commerce and its subsidiaries, which includes receiving the economic benefits of our affiliated entities under such contractual arrangements;
•: limiting our business expansion in China by way of entering into contractual arrangements;
•: imposing fines and penalties, confiscating the income from Hanyi E-Commerce and its subsidiaries, or imposing other requirements with which we or Hanyi E-Commerce and its subsidiaries may not be able to comply with;

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•: shutting down our servers or blocking our websites;
•: requiring us to restructure our ownership structure or operations, including terminating the contractual arrangements with Hanyi E-Commerce and its subsidiaries and deregistering the equity pledges of Hanyi E-Commerce;
•: restricting or prohibiting our use of the proceeds of this offering to finance our business and operations in China;
•: restricting the use of financing sources by us or Hanyi E-Commerce and its subsidiaries or otherwise restricting our or their ability to conduct business;
•: imposing additional conditions or requirements with which we may not be able to comply with; or
•: taking other regulatory or enforcement actions against us that could be harmful to our business.

The imposition of any of these penalties could result in a material and adverse effect on our ability to conduct our business and on our results of operations. If any of these penalties results in our inability to direct the activities of Hanyi E-Commerce and its subsidiaries that most significantly impact their economic performance, and/or our failure to receive the economic benefits from Hanyi E-Commerce and its subsidiaries, we may not be able to consolidate them in our financial statements in accordance with U.S. GAAP.

We face uncertainties with respect to the interpretation and implementation of the proposed draft Foreign Investment Law, which proposes significant changes to the PRC foreign investment legal regime and has a material impact on businesses in China controlled by FIEs primarily through contractual arrangements, such as our business.

On January 19, 2015, MOFCOM published the 2015 Draft FIL. At the same time, MOFCOM published an accompanying explanatory note, which contains important information about the 2015 Draft FIL, including its drafting philosophy and principles, main content, plans to transition to the new legal regime and treatment of business in China controlled by FIEs, primarily through contractual arrangements. The 2015 Draft FIL is intended to replace the current foreign investment legal regime consisting of three laws: the Sino-Foreign Equity Joint Venture Enterprise Law, the Sino-Foreign Cooperative Joint Venture Enterprise Law and the Foreign Owned Enterprise Law, as well as detailed implementing rules. The 2015 Draft FIL proposes significant changes to the PRC foreign investment legal regime and may have a material impact on Chinese companies listed or to be listed overseas. The 2015 Draft FIL is to regulate FIEs the same way as PRC domestic entities, except for those FIEs that operate in industries deemed to be either foreign "restricted" or "prohibited." The 2015 Draft FIL also provides that only FIEs operating in foreign restricted or prohibited industries will require entry clearance and other approvals that are not required of PRC domestic entities. As a result of the entry clearance and approvals, certain FIEs operating in foreign restricted or prohibited industries may not be able to continue their operations through contractual arrangements.

The specifics of the application of the 2015 Draft FIL to variable interest entity structures have yet to be proposed, but it is anticipated that the 2015 Draft FIL will regulate variable interest entities.

MOFCOM suggests both registration and approval as potential options for the regulation of variable interest entity structures, depending on whether they are "Chinese" or "foreign-controlled." One of the core concepts of the 2015 Draft FIL is "de facto control," which emphasizes substance over form in determining whether an entity is "Chinese" or "foreign-controlled." This determination requires considering the nature of the investors that exercise control over the entity. "Chinese investors" are natural persons who are Chinese nationals, Chinese government agencies and any domestic enterprise controlled by Chinese nationals or government agencies. "Foreign investors" are

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foreign citizens, foreign governments, international organizations and entities controlled by foreign citizens and entities. In its current form, the 2015 Draft FIL will make it difficult for foreign financial investors, including private equity and venture capital firms, to obtain a controlling interest of a Chinese enterprise in a foreign restricted industry.

In addition, on December 23, 2018, the State Council of the PRC submitted the 2018 Draft FIL to the Standing Committee of the National People's Congress for deliberation. While the 2015 Draft FIL stipulates that contractual arrangements may be deemed as a form of foreign investment, the 2018 Draft FIL does not explicitly include the same language. Notwithstanding the above, the 2018 Draft FIL stipulates that the concept of a foreign investment includes foreign investors investing in China through "any other methods" under laws, administrative regulations, or provisions prescribed by the State Council. Therefore, contractual arrangements could be deemed as a form of foreign investment under future laws, administrative regulations or provisions of the State Council of the PRC. In the extreme-case scenario, we may be required to unwind the contractual arrangements and/or dispose of our VIEs, which could have a material and adverse effect on our business, financial condition and result of operations.

We rely on contractual arrangements with Hanyi E-Commerce and its shareholders for our operations in China, which may not be as effective in providing control as direct ownership.

We have relied and expect to continue to rely on the contractual arrangements with Hanyi E-Commerce and its shareholders to operate our KOL sales and marketing business. For a description of these contractual arrangements, see "Our History and Corporate Structure—Our Corporate Structure—Contractual Arrangements with Our VIE and Its Shareholders." The revenue contribution of Hanyi E-Commerce and its subsidiaries accounted for all of our total revenues for fiscal years 2017 and 2018. However, these contractual arrangements may not be as effective as direct equity ownership in providing us with control over Hanyi E-Commerce and its subsidiaries. Any failure by Hanyi E-Commerce and its subsidiaries or the shareholders of Hanyi E-Commerce to perform their obligations under the contractual arrangements would have a material adverse effect on the financial position and performance of our company. For example, the contractual arrangements are governed by PRC law and provide for the resolution of disputes through arbitration in China. Accordingly, these contracts would be interpreted in accordance with PRC law and any disputes would be resolved in accordance with arbitral procedures as contractually stipulated. The commercial arbitration system in China is not as developed as some other jurisdictions, such as the United States.

As a result, uncertainties in the commercial arbitration system or legal system in China could limit our ability to enforce these contractual arrangements. In addition, if the legal structure and the contractual arrangements were found to violate any existing or future PRC laws and regulations, we may be subject to fines or other legal or administrative sanctions.

If the imposition of government actions causes us to lose our right to direct the activities of Hanyi E-Commerce and its subsidiaries or our right to receive substantially all the economic benefits from Hanyi E-Commerce and its subsidiaries and we are not able to restructure our ownership structure and operations in a satisfactory manner, we would no longer be able to consolidate the financial results of Hanyi E-Commerce and its subsidiaries.

Hanyi E-Commerce and its shareholders may fail to perform their obligations under the contractual arrangements.

Hanyi E-Commerce and its shareholders may fail to take certain actions required for our business or to follow our instructions despite their contractual obligations to do so. If they fail to perform their obligations under their respective agreements with us, we may have to rely on legal remedies under PRC law, including seeking specific performance or injunctive relief, which may not be effective.

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The shareholders of Hanyi E-Commerce may have actual or potential conflict of interest with us and not act in the best interests of our company.

The shareholders of Hanyi E-Commerce, namely, FENG Min and Hangzhou Xinghui, which is wholly owned by FENG Min, may have actual or potential conflicts of interest with us. These shareholders may refuse to sign or breach, or cause Hanyi E-Commerce to breach, or refuse to renew, the existing contractual arrangements we have with them and Hanyi E-Commerce, which would have a material and adverse effect on our ability to effectively control and receive economic benefits from Hanyi E-Commerce and its subsidiaries. For example, the shareholders may be able to cause our agreements with Hanyi E-Commerce 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. 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 disruption of our business and subject us to substantial uncertainty as to the outcome of any such legal proceedings.

We rely on dividends, fees and other distributions paid by our PRC subsidiary to fund any cash and financing requirements we may have, and any limitation on the ability of our PRC subsidiary to make payments to us could hinder our ability to conduct our business.

We are a holding company and rely principally on dividends and fees paid by our subsidiaries for our cash needs, including paying dividends and other cash distributions to our shareholders to the extent we choose to do so, servicing any debt we may incur and paying our operating expenses. The income for our subsidiaries in turn depends on the service fees paid by our VIE. Current PRC regulations permit our subsidiaries in China to pay dividends to us only out of their accumulated profits, if any, determined in accordance with Chinese accounting standards and regulations. Under the applicable requirements of PRC law, our PRC subsidiary may only distribute dividends after they have made allowances to fund certain statutory reserves. These reserves are not distributable as cash dividends. Furthermore, if our subsidiaries or our VIE in China incur debt on their own behalf in the future, the instruments governing the debt may restrict their ability to pay dividends or make other payments to us. Any such restrictions may materially affect such entities' ability to make dividends or make payments, in service fees or otherwise, to us, which may materially and adversely affect our business, financial condition and results of operations.

Contractual arrangements between Hanyi E-Commerce and us may be subject to scrutiny by the PRC tax authorities who may find that we or Hanyi E-Commerce and its subsidiaries owe additional taxes.

Under PRC laws and regulations, transactions between related parties should be conducted on an arm's-length basis and may be subject to audit or challenge by the PRC tax authorities. We could face material adverse tax consequences if the PRC tax authorities determine that the contractual arrangements among our subsidiary in China, Hanyi E-Commerce and its shareholders are not conducted on an arm's-length basis and adjust the income of Hanyi E-Commerce and its subsidiaries through the transfer pricing adjustment. A transfer pricing adjustment could, among other things, result in, for PRC tax purposes, increased tax liabilities of our subsidiary in China and affiliates. In addition, the PRC tax authorities may require us to disgorge our prior tax benefits, and require us to pay additional taxes for prior tax years and impose late payment fees and other penalties on our subsidiary in China and affiliates for underpayment of prior taxes. To date, similar contractual arrangements have been used by many public companies, including companies listed in the United States, and, to our knowledge, the PRC tax authorities have not imposed any material penalties on those companies. However, we cannot assure you that such penalties will not be imposed on any other companies or us

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in the future. Our net income may be reduced if the tax liabilities of Hanyi E-Commerce and its subsidiaries materially increase or if they are found to be subject to additional tax obligations, late payment fees or other penalties.

Hanyi E-Commerce and its subsidiaries may become the subject of a bankruptcy or liquidation proceeding.

We currently conduct our operations in China through contractual arrangements with Hanyi E-Commerce and its shareholders. As part of these arrangements, substantially all of our assets that are critical to the operation of our business are held by Hanyi E-Commerce and its subsidiaries. If any of these entities goes bankrupt and all or part of their assets become subject to liens or rights of third-party creditors, we may be unable to continue some or all of our business activities, which could materially and adversely affect our business, financial condition and results of operations. If any of Hanyi E-Commerce and its subsidiaries undergoes a voluntary or involuntary liquidation proceeding, its equity owner or unrelated third-party creditors may claim rights relating to some or all of these assets, which would hinder our ability to operate our business and could materially and adversely affect our business, our ability to generate revenue and the market price of our ADSs.

Our corporate actions are significantly influenced by our principal shareholders, including our founders, FENG Min, SUN Lei (Ray) and SHEN Chao (Eric), who have the ability to exert significant influence over important corporate matters that require approval of shareholders, which may deprive you of an opportunity to receive a premium for your ADSs and materially reduce the value of your investment.

Immediately prior to the completion of this offering, our outstanding share capital will be re-designated into Class A ordinary shares and Class B ordinary shares. Each Class A ordinary share is entitled to one vote and each Class B ordinary share is entitled to ten votes at general meetings of our shareholders. Immediately after the completion of this offering, FENG Min, SUN Lei (Ray) and SHEN Chao (Eric) will beneficially own, in aggregate, 100% of our Class B ordinary shares, representing approximately % of the aggregate voting power of our issued and outstanding share capital, while FENG Min will beneficially own 56.4% of our Class B ordinary shares, representing approximately % of the aggregate voting power of our issued and outstanding share capital, assuming the underwriters do not exercise their option to purchase additional ADSs. This concentration of ownership and the protective provisions in our second amended and restated memorandum and articles of association, which will become effective upon the completion of this offering, may discourage, delay or prevent a change in control of our company, which could have the dual effect of depriving our shareholders of an opportunity to receive a premium for their shares as part of a sale of our company and reducing the price of the ADSs. As a result of the foregoing, the value of your investment could be materially reduced.

The custodians or authorized users of our controlling non-tangible assets, including chops and seals, may fail to fulfill their responsibilities, or misappropriate or misuse these assets.

Under PRC law, legal documents for corporate transactions, including agreements and contracts that our business relies on, are executed using the chop or seal of the signing entity or with the signature of a legal representative whose designation is registered and filed with the relevant PRC industry and commerce authorities.

In order to maintain the physical security of our chops, we generally have them stored in secured locations accessible only to authorized employees. Although we monitor such authorized employees, the procedures may not be sufficient to prevent all instances of abuse or negligence. There is a risk that our employees could abuse their authority, for example, by entering into a contract not approved by us or seeking to gain control of one of our subsidiaries or affiliates. If any employee obtains, misuses or misappropriates our chops and seals or other controlling intangible assets for whatever reason, we could experience disruption to our normal business operations. We may have to take corporate or legal

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action, which could involve significant time and resources to resolve and divert management from our operations.

Risks Relating to Doing Business in China

The economic, political and social conditions in China, as well as government policies, laws and regulations, could affect our business, financial condition and results of operations.

Our operations are in China and our revenue is derived from our operations in China. Accordingly, our results of operations and prospects are, to a significant degree, subject to economic, political and legal developments in China. The economy of China differs from the economies of most developed countries in many respects, including the extent of government involvement, its level of development, its growth rate and its control over foreign exchange. China's economy has been transitioning from a planned economy to a more market-oriented economy. In recent years, the PRC government has implemented measures emphasizing market forces for economic reform, the reduction of State ownership of productive assets and the establishment of sound corporate governance in business enterprises. However, a significant portion of productive assets in China is still owned by the PRC government. The PRC government continues to play a significant role in regulating industrial development. It also exercises significant control over China's economic growth through the allocation of resources, controlling payment of foreign currency-denominated obligations, setting monetary policies and providing preferential treatments to particular industries or companies. All of these factors could affect the economic conditions in China and, in turn, our business.

Uncertainties with respect to the PRC legal system could limit the legal protections available to you and us.

Our operating subsidiaries are incorporated under and governed by the laws of the PRC. The PRC legal system is based on written statutes. Prior court decisions may be cited for reference, but have limited precedential value. In 1979, the PRC government began to promulgate a comprehensive system of laws and regulations governing economic matters in general, such as foreign investment, corporate organization and governance, commerce, taxation and trade. As a significant part of our business is conducted in China, our operations are principally governed by PRC laws and regulations. However, since the PRC legal system continues to evolve rapidly, the interpretations of many laws, regulations and rules are not always uniform and enforcement of these laws, regulations and rules involves uncertainties, which may limit legal protections available to us. Furthermore, intellectual property rights and confidentiality protections in China may not be as effective as in the United States or other countries. In addition, we cannot predict the effect of future developments in the PRC legal system, including the promulgation of new laws, changes to existing laws or the interpretation or enforcement thereof, or the preemption of local regulations by national laws. These uncertainties could limit the legal protections available to us and other foreign investors, including you. In addition, any litigation in China may be protracted and result in substantial costs and diversion of our resources and management attention.

PRC regulation of loans to, and direct investment in, PRC entities by offshore holding companies and governmental control of currency conversion may restrict or prevent us from using the proceeds of this offering to make loans to our PRC subsidiary and our VIE, or to make additional capital contributions to our PRC subsidiary.

In utilizing the proceeds of this offering, we, as an offshore holding company, are permitted under PRC laws and regulations to provide funding to our PRC subsidiary, which is treated as an FIE under PRC laws, through loans or capital contributions. However, loans by us to our PRC subsidiary to finance its activities cannot exceed statutory limits and must be registered with the local counterpart of the State Administration of Foreign Exchange, or the SAFE and capital contributions to our PRC subsidiary are subject to the requirement of making necessary filings in the Foreign Investment

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Comprehensive Management Information System, and registration with other governmental authorities in China.

SAFE promulgated the Notice of the State Administration of Foreign Exchange on Reforming the Administration of Foreign Exchange Settlement of Capital of Foreign-invested Enterprises, or Circular 19, effective on June 1, 2015. According to Circular 19, the flow and use of the Renminbi capital converted from foreign currency-denominated registered capital of a FIE is regulated such that Renminbi capital may not be used for the issuance of Renminbi entrusted loans, the repayment of inter-enterprise loans or the repayment of banks loans that have been transferred to a third party. Although Circular 19 allows Renminbi capital converted from foreign currency-denominated registered capital of a FIE to be used for equity investments within the PRC, it also reiterates the principle that Renminbi converted from the foreign currency-denominated capital of a FIE may not be directly or indirectly used for purposes beyond its business scope. Thus, it is unclear whether SAFE will permit such capital to be used for equity investments in the PRC in actual practice. SAFE promulgated the Notice of the State Administration of Foreign Exchange on Reforming and Standardizing the Foreign Exchange Settlement Management Policy of Capital Account, or Circular 16, effective on June 9, 2016, which reiterates some of the rules set forth in Circular 19, but changes the prohibition against using Renminbi capital converted from foreign currency-denominated registered capital of a foreign-invested company to issue Renminbi entrusted loans to a prohibition against using such capital to issue loans to non-associated enterprises. Violations of SAFE Circular 19 and Circular 16 could result in administrative penalties. Circular 19 and Circular 16 may significantly limit our ability to transfer any foreign currency we hold, including the net proceeds from this offering, to our PRC subsidiary, which may adversely affect our liquidity and our ability to fund and expand our business in the PRC.

Due to the restrictions imposed on loans in foreign currencies extended to any PRC domestic companies, we are not likely to make such loans to our VIE and its subsidiaries, each a PRC domestic company. Meanwhile, we are not likely to finance the activities of our VIE and its subsidiaries by means of capital contributions given the restrictions on foreign investment in the businesses that are currently conducted by our VIE and its subsidiaries.

In light of the various requirements imposed by PRC regulations on loans to, and direct investment in, PRC entities by offshore holding companies, we cannot assure you that we will be able to complete the necessary government registrations or obtain the necessary government approvals on a timely basis, if at all, with respect to future loans to our PRC subsidiary or VIE or future capital contributions by us to our PRC subsidiary. As a result, uncertainties exist as to our ability to provide prompt financial support to our PRC subsidiary or VIE and its subsidiaries when needed. If we fail to complete such registrations or obtain such approvals, our ability to use foreign currency, including the proceeds we received from this offering, and to capitalize or otherwise fund our PRC operations may be negatively affected, which could materially and adversely affect our liquidity and our ability to fund and expand our business.

PRC regulations relating to offshore investment activities by PRC residents may limit our overseas investments or limit our PRC subsidiary's ability to distribute profits to us or otherwise expose us to liability and penalties under PRC law.

PRC enterprises' overseas direct investment is under the supervision of the MOFCOM, NDRC and SAFE, and shall be subject to relevant governing rules such as the Administrative Measures for the Outbound Investment of Enterprises promulgated by the NFRC on December 26, 2017, Administrative Measures for Outbound Investment promulgated by the MOFCOM on September 6, 2014 and the Circular of the State Administration of Foreign Exchange on Further Simplifying and Improving the Direct Investment-related Foreign Exchange Administration Policies promulgated by the SAFE on February 13, 2015. Where PRC enterprises make overseas direct investment, they shall file with or

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obtain the approval from the MOFCOM and NDRC, or their local counterparts, and register with the banks as well.

In addition, in connection with our restructuring in October 2018, Hangzhou Ruhnn agreed to return to its institutional investors the amounts of their original Renminbi investments in Hangzhou Ruhnn while these investors agreed to pay U.S. dollar equivalent of such amounts to our company as subscription price for the ordinary shares we issued to them. These institutional investors are required to complete their ODI filings with respect to their investments in us and their failure to do so or any delay in the process may prevent them from paying the subscription price to us and prevent the timely completion of all payments. The regulatory authorities may order these institutional investors to suspend or cancel their investments in us and take corrective measures, which are not clearly specified in the regulation, within a time period required by the regulatory authorities. For additional information, see "Our History and Corporate Structure—Our History."

The SAFE promulgated the Circular on Relevant Issues Relating to Domestic Resident's Investment and Financing and Roundtrip Investment through Special Purpose Vehicles, or SAFE Circular 37, in July 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 citizens or residents, name and operation term), increases or decreases in investment amount, transfers or exchanges of shares, or mergers or divisions. According to the Notice on Further Simplifying and Improving Policies for the Foreign Exchange Administration of Direct Investment released in February 2015 by SAFE, local banks will examine and handle foreign exchange registration for overseas direct investment, including the initial foreign exchange registration and amendment registration, under SAFE Circular 37 from June 2015.

If our shareholders who are PRC residents or entities do not complete their registration with the local SAFE branches, our PRC subsidiary 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 subsidiary. Moreover, failure to comply with the SAFE registration described above could result in liability under PRC laws for evasion of applicable foreign exchange restrictions.

FENG Min, SUN Lei (Ray), SHEN Chao (Eric), ZHANG Yi, also known as ZHANG Dayi, have completed initial SAFE registration in connection with our financings and will update their registration filings with SAFE under SAFE Circular 37 when any changes should be registered under SAFE Circular 37.

However, we may not at all times be fully aware or informed of the identities of all our shareholders or beneficial owners that are required to make or update such registrations, and we cannot compel our beneficial owners to comply with SAFE registration requirements. 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, SAFE regulations. Failure by such shareholders or beneficial owners to comply with SAFE regulations or failure by us to amend the foreign exchange registrations of our PRC subsidiary, could subject us to fines or legal sanctions, restrict our overseas or cross-border investment activities, limit our subsidiaries' ability to make distributions or pay dividends or affect our ownership structure, which could adversely affect our business and prospects.

If any of our shareholders regulated by such policies fails to satisfy the applicable overseas direct investment filing or approval requirement timely or at all, it may be subject to penalties from the relevant PRC authorities.

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We rely on dividends paid by our subsidiaries for our cash needs, and any limitation on the ability of our subsidiaries to make payments to us could have a material and adverse effect on our ability to conduct our business.

We are a holding company incorporated in the Cayman Islands and operate our business through our operating entities in China and Hong Kong. We rely on dividends paid by our subsidiaries for our cash needs, including the funds necessary to pay any dividends and other cash distributions to our shareholders, to service any debt we may incur and to pay our operating expenses. The payment of dividends by entities established in China is subject to limitations. Regulations in China currently permit payment of dividends only out of accumulated profits as determined in accordance with accounting standards and regulations in China. Our PRC subsidiary is also required to set aside at least 10% of its after-tax profit based on PRC accounting standards each year to its general reserves or statutory capital reserve fund until the aggregate amount of such reserves reaches 50% of its respective registered capital. Its statutory reserves are not distributable as loans, advances or cash dividends. We anticipate that in the foreseeable future our PRC subsidiary will need to continue to set aside 10% of its after-tax profits to its statutory reserves. In addition, if our PRC subsidiary incurs debt on its own behalf in the future, the instruments governing the debt may restrict its ability to pay dividends or make other distributions to us. Any limitations on the ability of our PRC subsidiary to transfer funds to us could materially and adversely limit our ability to grow, make investments or acquisitions that could be beneficial to our business, pay dividends and otherwise fund and conduct our business.

In addition, under the Enterprise Income Tax Law, or EIT Law, the Notice of the State Administration of Taxation on Negotiated Reduction of Dividends and Interest Rates, or Notice 112, which was issued on January 29, 2008, the Arrangement between the PRC and the Hong Kong Special Administrative Region on the Avoidance of Double Taxation and Prevention of Fiscal Evasion, or the Double Taxation Arrangement (Hong Kong), which became effective on December 8, 2006, and the Notice of the State Administration of Taxation Regarding Interpretation and Recognition of Beneficial Owners under Tax Treaties, or Notice 601, which became effective on October 27, 2009, dividends from our PRC subsidiary paid to us through our Hong Kong subsidiary may be subject to a withholding tax at a rate of 10%, or at a rate of 5% if our Hong Kong subsidiary is considered as a "beneficial owner" that is generally engaged in substantial business activities and entitled to treaty benefits under the Double Taxation Arrangement (Hong Kong). Furthermore, the ultimate tax rate will be determined by treaty between the PRC and the tax residence of the holder of the PRC subsidiary. We are actively monitoring the withholding tax and are evaluating appropriate organizational changes to minimize the corresponding tax impact.

We may be classified as a "resident enterprise" for PRC enterprise income tax purposes, which could result in unfavorable tax consequences to us and our non-PRC shareholders.

The EIT Law provides that enterprises established outside of the PRC whose "de facto management bodies" are located in the PRC are considered "resident enterprises" and are generally subject to the uniform 25% enterprise income tax rate on their worldwide income. In addition, a circular issued by the State Administration of Taxation, or the SAT, on April 22, 2009 regarding the standards used to classify certain PRC-invested enterprises controlled by PRC enterprises or PRC group enterprises and established outside of the PRC as "resident enterprises" clarified that dividends and other income paid by such "resident enterprises" will be considered to be PRC-source income, subject to PRC withholding tax, currently at a rate of 10%, when recognized by non-PRC enterprise shareholders. This circular also subjects such "resident enterprises" to various reporting requirements with PRC tax authorities. Under the implementation regulations to the enterprise income tax, a "de facto management body" is defined as a body that has material and overall management and control over the manufacturing and operations, personnel and human resources, finances and properties of an enterprise. In addition, the circular mentioned above sets out criteria for determining whether "de facto management bodies" are located in

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the PRC for overseas incorporated, domestically controlled enterprises. However, as this circular only applies to enterprises established outside of the PRC that are controlled by PRC enterprises or groups of PRC enterprises, it remains unclear how the tax authorities will determine the location of "de facto management bodies" of overseas incorporated enterprises that are controlled by foreign enterprises or individuals. Therefore, although substantially all of our management is currently located in the PRC, it remains unclear whether the PRC tax authorities would require or permit our overseas registered entities to be treated as PRC resident enterprises. We do not consider our company to be a PRC resident enterprise. However, if PRC tax authorities disagree with our assessment and determine that we are a "resident enterprise", we may be subject to enterprise income tax at a rate of 25% on our worldwide income and dividends paid by us to our non-PRC shareholders as well as capital gains recognized by them with respect to the sale of our shares or ADSs may be subject to a PRC withholding tax. This will have an impact on our effective tax rate, a material adverse effect on our net income and results of operations, and may require us to withhold tax on our non-PRC shareholders.

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

Pursuant to the Notice on Strengthening Administration of Enterprise Income Tax for Share Transfers by Non-PRC Resident Enterprises, or SAT Circular 698, issued by the SAT in 2009 with retroactive effect from January 1, 2008, where a non-resident enterprise transfers the equity interests of a PRC resident enterprise indirectly by disposition of the equity interests of an overseas holding company, or an Indirect Transfer, and such overseas holding company is located in a tax jurisdiction that (i) has an effective tax rate less than 12.5% or (ii) does not tax foreign income of its residents, the non-resident enterprise, being the transferor, shall report to the competent tax authority of the PRC resident enterprise this Indirect Transfer.

In February 2015, the SAT issued a Public Notice Regarding Certain Corporate Income Tax Matters on Indirect Transfer of Properties by Non-Tax Resident Enterprises, or SAT Circular 7. SAT Circular 7 supersedes the rules with respect to the Indirect Transfer under SAT Circular 698, but does not touch upon the other provisions of SAT Circular 698, which remain in force. SAT Circular 7 has introduced a new tax regime that is significantly different from the previous one under SAT Circular 698. SAT Circular 7 extends its tax jurisdiction to not only Indirect Transfers set forth under SAT Circular 698 but also transactions involving transfer of other taxable assets through offshore transfer of a foreign intermediate holding company. In addition, SAT Circular 7 provides clearer criteria than SAT Circular 698 for assessment of reasonable commercial purposes and has introduced safe harbors for internal group restructurings and the purchase and sale of equity through a public securities market. SAT Circular 7 also brings challenges to both foreign transferor and transferee (or other person who is obligated to pay for the transfer) of taxable assets. Where a non-resident enterprise transfers taxable assets indirectly by disposing of the equity interests of an overseas holding company, which is an Indirect Transfer, the non-resident enterprise as either transferor or transferee, or the PRC entity that directly owns the taxable assets, may report such Indirect Transfer to the relevant tax authority. Using a "substance over form" principle, the PRC tax authority may disregard the existence of the overseas holding company if it lacks a reasonable commercial purpose and was established for the purpose of reducing, avoiding or deferring PRC tax. As a result, gains derived from such Indirect Transfer may be subject to PRC enterprise income tax, and the transferee or other person who is obligated to pay for the transfer is obligated to withhold the applicable taxes, currently at a rate of 10% for the transfer of equity interests in a PRC resident enterprise. Both the transferor and the transferee may be subject to penalties under PRC tax laws if the transferee fails to withhold the taxes and the transferor fails to pay the taxes.

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In October 2017, the SAT issued an Announcement on Issues Relating to Withholding at Source of Income Tax of Non-resident Enterprises, or SAT Circular 37. Effective December 2017, SAT Circular 37, among others, repealed the Circular 698 and amended certain provisions in SAT Circular 7. According to SAT Circular 37, where the non-resident enterprise fails to declare the tax payable pursuant to Article 39 of the Enterprise Income Tax, the tax authority may order it to pay the tax due within required time limits, and the non-resident enterprise shall declare and pay the tax payable within such time limits specified by the tax authority. However, if the non-resident enterprise voluntarily declares and pays the tax payable before the tax authority orders it to do so within the required time limits, it shall be deemed that such enterprise has paid the tax in time.

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 and investments. Our company may be subject to filing obligations or taxed if our company is the transferor in such transactions, and may be subject to withholding obligations if our company is the transferee in such transactions, under SAT Circular 7 and SAT Circular 37. For transfer of shares in our company by investors who are non-PRC resident enterprises, our PRC subsidiary may be requested to assist in the filing under the SAT circulars. As a result, we may be required to expend valuable resources to comply with the SAT circulars, 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, any of which may have a material adverse effect on our financial condition and results of operations.

It may be difficult to effect service of process upon us or our directors or executive officers who reside in China or to enforce against them in China any judgments obtained from non-PRC courts.

Most of our directors and executive officers reside within China, and most of our assets and the assets of those persons are located within China. It may not be possible for investors to effect service of process upon us or those persons inside China or to enforce against us or them in China any judgments obtained from non-PRC courts. China does not have treaties providing for the reciprocal recognition and enforcement of judgments of courts in the United States, the United Kingdom, Japan or most other western countries. However, judgments rendered by Hong Kong courts may be recognized and enforced in China if the requirements set forth by the Arrangement on Mutual Recognition and Enforcement of Judgments in Civil and Commercial Matters by Courts of Mainland and of the Hong Kong Special Administrative Region Pursuant to Agreed Jurisdiction by Parties Concerned are met.

Therefore recognition and enforcement in China of judgments of a court in any of these jurisdictions other than Hong Kong in relation to any matter not subject to binding arbitration provisions may be difficult or impossible.

The PRC government's control over foreign currency conversion may adversely affect our business and results of operations and our ability to remit dividends.

Conversion and remittance of foreign currencies are subject to the PRC foreign exchange regulations. It cannot be guaranteed that under a certain exchange rate, we shall have sufficient foreign exchange to meet our foreign exchange needs. Under the current PRC foreign exchange control system, foreign exchange transactions under the current account conducted by us, including the payment of dividends, do not require advance approval from the SAFE, but we are required to present relevant documentary evidence of such transactions and conduct such transactions at designated foreign exchange banks within China that have the licenses to carry out foreign exchange business. Foreign exchange transactions under the capital account, however, normally need to be approved by or registered with the SAFE or its local branch unless otherwise permitted by law. The PRC government may also at its discretion restrict access in the future to foreign currencies for current account

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transactions. Any insufficiency of foreign exchange may restrict our ability to obtain sufficient foreign exchange for dividend payments to shareholders or satisfy any other foreign exchange obligation. If we fail to obtain approvals from the SAFE to convert RMB into any foreign exchange for any of the above purposes, our potential offshore capital expenditure plans and even our business may be materially and adversely affected.

In light of the flood of capital outflows of China in 2016 due to the weakening RMB, the PRC government has imposed more restrictive foreign exchange policies and stepped up scrutiny of major outbound capital movement including overseas direct investment. More restrictions and substantial vetting process are put in place by SAFE to regulate cross-border transactions falling under the capital account. If any of our shareholders regulated by such policies fails to satisfy the applicable overseas direct investment filing or approval requirement timely or at all, it may be subject to penalties from the relevant PRC authorities. The PRC government may at its discretion further restrict access in the future to foreign currencies 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.

Inflation in China could negatively affect our profitability and growth.

Economic growth in China has, during certain periods, been accompanied by periods of high inflation, and the Chinese government has implemented various policies from time to time to control inflation. For example, the PRC government introduced measures in certain sectors to avoid overheating of the Chinese economy, including increasing interest rates and capital reserve thresholds at Chinese commercial banks. The effects of the stimulus measures implemented by the PRC government since the global economic crisis that commenced in 2008 and the continued growth in the overall economy since then have resulted in sustained inflationary pressures. If these inflationary pressures continue and are not mitigated by PRC government measures, our cost of sales will likely increase and our profitability could be materially reduced, as there is no assurance that we would be able to pass any cost increases onto our customers.

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, you are deprived of the benefits of such inspection.

Our independent registered public accounting firm that issues the audit reports included in this annual report, as an auditor of companies that are traded publicly in the United States and a firm registered with the Public Company Accounting Oversight Board, or the PCAOB, is required by the laws of the United States to undergo regular inspections by the PCAOB to assess its compliance with the laws of the United States and professional standards. Because our auditors are located in China, a jurisdiction where the PCAOB is currently unable to conduct inspections without the approval of the Chinese authorities, our auditors are not currently inspected by the PCAOB. On December 7, 2018, the SEC and the PCAOB issued a joint statement highlighting continued challenges faced by the U.S. regulators in their oversight of financial statement audits of U.S.-listed companies with significant operations in China. However, it remains unclear what further actions the SEC and PCAOB will take to address the problem.

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

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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 auditors' audit procedures or quality control procedures as compared to auditors outside of China that are subject to PCAOB inspections. Investors may lose confidence in our reported financial information and procedures and the quality of our financial statements.

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

Starting in 2011, the Chinese affiliates of the "big four" accounting firms, including our independent registered public accounting firm, were affected by a conflict between U.S. and Chinese law. Specifically, for certain U.S.-listed companies operating and audited in mainland China, the SEC and the PCAOB sought to obtain from the Chinese firms access to their audit work papers and related documents. The firms were, however, advised and directed that, under Chinese law, they could not respond directly to the U.S. regulators on those requests, and that requests by foreign regulators for access to such papers in China had to be channeled through the CSRC.

In late 2012, this impasse led the SEC to commence administrative proceedings under Rule 102(e) of its Rules of Practice and also under the Sarbanes-Oxley Act of 2002 against the Chinese accounting firms, including our independent registered public accounting firm. A first instance trial of the proceedings in July 2013 in the SEC's internal administrative court resulted in an adverse judgment against the firms. The administrative law judge proposed penalties on the firms including a temporary suspension of their right to practice before the SEC, although that proposed penalty did not take effect pending review by the Commissioners of the SEC. On February 6, 2015, before a review by the Commissioner had taken place, the firms reached a settlement with the SEC. Under the settlement, the SEC accepts that future requests by the SEC for the production of documents will normally be made to the CSRC. The firms will receive matching Section 106 requests, and are required to abide by a detailed set of procedures with respect to such requests, which in substance require them to facilitate production via the CSRC. If they fail to meet specified criteria, the SEC retains authority to impose a variety of additional remedial measures on the firms depending on the nature of the failure. Remedies for any future noncompliance could include, as appropriate, an automatic six-month bar on a single firm's performance of certain audit work, commencement of a new proceeding against a firm, or in extreme cases the resumption of the current proceeding against all four firms. If additional remedial measures are imposed on the Chinese affiliates of the "big four" accounting firms, including our independent registered public accounting firm, in administrative proceedings brought by the SEC alleging the firms' failure to meet specific criteria set by the SEC with respect to requests for the production of documents, we could be unable to timely file future financial statements in compliance with the requirements of the Exchange Act.

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, including possible delisting. Moreover, any negative news about any such future proceedings against these audit firms may cause investor uncertainty regarding China-based, U.S.-listed companies and the market price of our common stock may be adversely affected.

If our independent registered public accounting firm was denied, even temporarily, the ability to practice before the SEC and we were unable to timely find another registered public accounting firm to audit and issue an opinion on our financial statements, our financial statements could be determined not to be in compliance with the requirements of the Exchange Act. Such a determination could ultimately lead to the delisting of our ADSs from the Nasdaq Global Market or deregistration from the

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SEC, or both, which would substantially reduce or effectively terminate the trading of our ADSs in the United States.

Risks Relating to Our ADSs and This Offering

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 for listing of our ADSs on the Nasdaq Global Market. Prior to the completion of this offering, there has been no public market for our ADSs or our ordinary shares, and we cannot assure you that a liquid public market for our ADSs will develop. If an active public market for our ADSs does not develop following the completion of this offering, the market price and liquidity of our ADSs may be materially and adversely affected. The initial public offering price for our ADSs was 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 operations located mainly in China that have listed their securities in the United States. A number of the PRC companies or companies with operations located mainly in China 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 those companies' securities after their offerings may affect the attitudes of investors toward companies with operations located mainly in China 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, cash flow and data related to our user base or user engagement;
•: announcements of new investments, acquisitions, strategic partnerships or joint ventures by us or our competitors;
•: announcements of new products, 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.

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In the past, shareholders of public companies have often brought securities class action suits against those companies following periods of instability in the market price of their securities. If we were involved in a class action suit, it could divert a significant amount of our management's attention and other resources from our business and operations and require us to incur significant expenses to defend the suit, which could harm our results of operations. Any such class action suit, whether or not successful, could harm our reputation and restrict our ability to raise capital in the future. In addition, if a claim is successfully made against us, we may be required to pay significant damages, which could have a material adverse effect on our financial condition and results of operations.

If securities or industry analysts do not publish research reports about us or 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 reports that industry or securities analysts publish about us or 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.

We currently do not expect to pay dividends in the foreseeable future and 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 to fund the development and growth of our business. As a result, we do not expect to pay any cash dividends in the foreseeable future. Therefore, you should not rely on an investment in our ADSs as a source for any future dividend income.

Our board of directors has complete discretion as to whether to distribute dividends subject to our memorandum and articles of association and certain restrictions under Cayman Islands law. In addition, our shareholders may by ordinary resolution declare a dividend, but no dividend may exceed the amount recommended by our directors. 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 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.

Substantial future sales or the expectation of substantial sales of our ADSs in the public market could cause the price of our ADSs to decline.

Sales of our ADSs in the public market after this offering, or the perception that these sales could occur, could cause the market price of our ADSs to decline. Upon completion of this offering, we will have ordinary shares outstanding, comprising Class A ordinary shares and Class B ordinary shares, including Class A ordinary shares represented by ADSs newly issued in connection with this offering, assuming the underwriters do not exercise their option to purchase additional ADSs. All ADSs sold in this offering will be freely transferable without restriction or additional registration under the U.S. Securities Act of 1933, as amended, or the Securities Act. The remaining Class A ordinary shares outstanding after this offering will be available for sale in the form of ADSs upon the expiration of the 180-day lock-up period beginning from the date of this prospectus, subject to volume and other restrictions as applicable under Rule 144 and Rule 701 under the

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Securities Act. Any or all of these shares may be released prior to expiration of the lock-up period at the discretion of the underwriters. To the extent shares are released before the expiration of the lock-up period and these shares are sold into the market, the market price of our ADSs could decline.

Because the initial public offering price is substantially higher than our 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 on a per ADS basis. As a result, you will experience immediate and substantial dilution of approximately US$ per ADS (assuming no exercise of outstanding options to acquire Class A ordinary shares and no exercise of the underwriters' option to purchase additional ADSs), representing the difference between our pro forma as adjusted net tangible book value per ADS of US$ as of December 31, 2018, after giving effect to this offering, and the assumed public offering price of US$ per ADS, the mid-point of the estimated price range set forth on the 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. Although we have disclosed our intentions with respect of the use and allocation of the net proceeds of this offering elsewhere in this prospectus, our management will have significant flexibility and discretion in applying 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 would 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.

If we are a passive foreign investment company for United States federal income tax purposes for any taxable year, United States holders of our ADSs or Class A ordinary shares could be subject to adverse United States federal income tax consequences.

A non-United States corporation will be a passive foreign investment company, or PFIC, for United States federal income tax purposes for any taxable year if either (i) at least 75% of its gross income for such year is passive income or (ii) at least 50% of the value of its assets (based on an average of the quarterly values of the assets) during such year is attributable to assets that produce or are held for the production of passive income. A separate determination must be made after the close of each taxable year as to whether a non-United States corporation is a PFIC for that year. Based on the past and projected composition of our income and assets, and the valuation of our assets, including goodwill (which we have determined based on the expected price of our ADSs in this offering), we do not believe we were a PFIC for our most recent taxable year, and we do not expect to become a PFIC in the current taxable year or in the foreseeable future, although there can be no assurance in this regard.

It is possible that we may become a PFIC in the current or any future taxable year due to changes in our asset or income composition. The composition of our assets and income may be affected by how, and how quickly, we use our liquid assets and the cash raised in this offering. Because we have valued our goodwill based on the expected market value of our ADSs, a decrease in the price of our ADSs may also result in our becoming a PFIC.

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In addition, there is uncertainty as to the treatment of our corporate structure and ownership of our consolidated VIE for United States federal income tax purposes. For United States federal income tax purposes, we consider ourselves to own the equity of our consolidated VIE. If it is determined, contrary to our view, that we do not own the equity of our consolidated VIE for United States federal income tax purposes (for instance, because the relevant PRC authorities do not respect these arrangements), we may be treated as a PFIC.

If we are a PFIC for any taxable year during which a United States person holds ADSs or Class A ordinary shares, certain adverse United States federal income tax consequences could apply to such United States person. See "Taxation—Certain United States Federal Income Tax Considerations—Passive Foreign Investment Company."

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

We have adopted second amended and restated memorandum and articles of association that will become effective immediately prior to 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, including a provision that entitles each Class B ordinary share to ten votes in respect of all matters subject to a shareholders' vote. 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. In addition, 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 Class A ordinary shares, in the form of ADS or otherwise. Preferred shares could be issued quickly with terms calculated to delay or prevent a change in control of our company or make removal of management more difficult. If our board of directors decides to issue preferred shares, the price of our ADSs may fall and the voting and other rights of the holders of our Class A 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 with limited liability registered under the laws of the Cayman Islands. Our corporate affairs are governed by our amended and restated memorandum and articles of association, the Companies Law (as amended) of the Cayman Islands and the common law of the Cayman Islands. The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary responsibilities of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from the common law of England, the decisions of whose courts are of persuasive authority, but are not binding, on a court in the Cayman Islands. The rights of our shareholders and the fiduciary responsibilities of our directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a less developed body of securities laws than the United States. Some U.S. states, such as Delaware, have more fully developed and judicially interpreted bodies of corporate law than the Cayman Islands. In addition, Cayman Islands companies may not have standing to initiate a shareholder derivative action in a federal court of the United States.

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Shareholders of Cayman Islands exempted companies like us have no general rights under Cayman Islands law to inspect corporate records or to obtain copies of lists of shareholders of these companies. Our directors have discretion under our articles of association to determine whether or not, and under what conditions, our corporate records may be inspected by our shareholders, but are not obliged to make them available to our shareholders. This may make it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder motion or to solicit proxies from other shareholders in connection with a proxy contest.

Certain corporate governance practices in the Cayman Islands, which is our home country, differ significantly from requirements for companies incorporated in other jurisdictions such as the U.S. We intend to rely on some of these exemptions. As a result, you may not be provided with the benefits of certain corporate governance requirements of the Nasdaq Global Market.

As a result of all of the above, public shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or controlling shareholders than they would as public shareholders of a company incorporated in the United States. For a discussion of significant differences between the provisions of the Companies Law (as amended) 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 the PRC 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 the PRC, see "Enforcement 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 for so long as we are an emerging growth company. We will remain an emerging growth company until the earliest of (a) the last day of fiscal year during which we have total annual gross revenue 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 Exchange Act, which would occur if the market value of the ADSs that are held by non-affiliates exceeds US$700 million as of the last business day of our most recently completed second fiscal quarter. Once we cease to be an emerging growth company, we will not be entitled to the exemptions provided by the JOBS Act. 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 and we have not elected to "opt out" of this provision. As a result, our operating results and financial statements may not be comparable to the operating

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results and financial statements of other companies who have adopted the new or revised accounting standards.

As a company incorporated in the Cayman Islands, we are permitted to adopt certain home country practices for corporate governance matters that differ significantly from the Nasdaq Global Market corporate governance listing standards; these practices may afford less protection to shareholders than they would enjoy if we complied fully with the corporate governance listing standards.

We have applied to list our ADSs on the Nasdaq Global Market. The Nasdaq Global Market corporate governance listing standards permit a foreign private issuer like us to follow the corporate governance practices of its home country. Certain corporate governance practices in the Cayman Islands, which is our home country, may differ significantly from the Nasdaq Global Market corporate governance listing standards.

For instance, we are not required to: (i) have a majority of the board be independent; (ii) have a compensation committee or a nominations or corporate governance committee consisting entirely of independent directors; or (iii) have regularly scheduled executive sessions with only independent directors each year. We intend to rely on some of these exemptions. As a result, you may not be provided with the benefits of certain corporate governance requirements of the Nasdaq Global Market.

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 compared to 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, which 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 ordinary shares.

As a holder of our ADSs, you will only be able to exercise the voting rights with respect to the underlying 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. Upon receipt of your voting instructions, (a) if voting is by poll, the depositary will vote the underlying ordinary shares in

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accordance with these instructions and (b) if voting is by show of hands, the depositary will vote the underlying Class A ordinary shares in accordance with the voting instructions received from a majority of holders of ADSs who provided truly voting 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 upon completion of this offering, the minimum notice period required for convening a general meeting is 14 days. When a general meeting is convened, you may not receive sufficient advance notice to withdraw the shares underlying your ADSs to allow you to vote with respect to any specific matter. If we ask for your instructions, the depositary will notify you of the upcoming vote and will arrange to deliver our voting materials to you. We cannot assure you that you will receive the voting materials in time to ensure that you can instruct the depositary to vote your shares. In addition, the depositary and its agents are not responsible for failing to carry out voting instructions or for their manner of carrying out your voting instructions. This means that you may not be able to exercise your right to vote and you may have no legal remedy if the shares underlying your ADSs are not voted as you requested.

Your rights to pursue claims against the depositary as a holder of ADSs are limited by the terms of the deposit agreement and the deposit agreement may be amended or terminated without your consent.

Under the deposit agreement, any action or proceeding against or involving the depositary, arising out of or based upon the deposit agreement or the transactions contemplated thereby or by virtue of owning the ADSs may only be instituted in a state or federal court in New York, New York, and you, as a holder of our ADSs, will have irrevocably waived any objection which you may have to the laying of venue of any such proceeding, and irrevocably submitted to the exclusive jurisdiction of such courts in any such action or proceeding. Also, we may amend or terminate the deposit agreement without your consent. If you continue to hold your ADSs after an amendment to the deposit agreement, you agree to be bound by the deposit agreement as amended. See "Description of American Depositary Shares" for more information.

ADSs holders may not be entitled to a jury trial with respect to claims arising under the deposit agreement, which could result in less favorable outcomes to the plaintiffs in any such action.

The deposit agreement governing the ADSs representing our Class A ordinary shares provides that, to the fullest extent permitted by applicable law, ADSs holders waive the right to a jury trial of any claim they may have against us or the depositary arising out of or relating to our shares, the ADSs or the deposit agreement, including any claim under the U.S. federal securities laws. The waiver to right to a jury trial of the deposit agreement is not intended to be deemed a waiver by any holder or beneficial owner of ADSs or the depositary's compliance with the U.S. federal securities laws and the rules and regulations promulgated thereunder.

If we or the depositary oppose a jury trial demand based on the waiver, the court would determine whether the waiver was enforceable based on the facts and circumstances of that case in accordance with the applicable state and federal law. The enforceability of a contractual pre-dispute jury trial waiver in connection with claims arising under the federal securities laws has not been finally adjudicated by the United States Supreme Court. However, we believe that a contractual pre-dispute jury trial waiver provision is generally enforceable, including under the laws of the State of New York, which govern the deposit agreement. In determining whether to enforce a contractual pre-dispute jury trial waiver provision, courts will generally consider whether a party knowingly, intelligently and voluntarily waived the right to a jury trial. We believe that this is the case with respect to the deposit agreement and the ADSs. It is advisable that you consult legal counsel regarding the jury waiver provision before investing in the ADSs.

If you or any other holders or beneficial owners of ADSs bring a claim against us or the depositary in connection with matters arising under the deposit agreement or the ADSs, including claims under

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federal securities laws, you or such other holder or beneficial owner may not be entitled to a jury trial with respect to such claims, which may have the effect of limiting and discouraging lawsuits against us and/or the depositary. If a lawsuit is brought against us and/or the depositary under the deposit agreement, it may be heard only by a judge or justice of the applicable trial court, which would be conducted according to different civil procedures and may result in different outcome than a trial by jury would have had, including results that could be less favorable to the plaintiffs in any such action.

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

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

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

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

You may not receive dividends or other distributions on our Class A 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 to 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, Class A 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, Class A ordinary shares, rights or anything else to holders of ADSs. This means that you may not receive distributions we make on our Class A 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.

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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.

You may be subject to limitations on transfer of your ADSs.

Your ADSs are transferable on the books of the depositary. However, the depositary may close its books at any time or from time to time when it deems expedient in connection with the performance of its duties. The depositary may close its books from time to time for a number of reasons, including in connection with corporate events such as a rights offering, during which time the depositary needs to maintain an exact number of ADS holders on its books for a specified period. The depositary may also close its books in emergencies, and on weekends and public holidays. The depositary may refuse to deliver, transfer or register transfers of our ADSs generally when our share register or the books of the depositary are closed, or at any time if we or the depositary thinks it is advisable to do so because of any requirement of law or of any government or governmental body, or under any provision of the deposit agreement, or for any other reason.

The requirements of being a public company may strain our resources and divert management's attention.

As a public company, we will be subject to the reporting requirements of the U.S. Securities Exchange Act of 1934, as amended, or the Exchange Act, the U.S. Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, the Dodd-Frank Act and the listing standards of the Nasdaq Global Market as applicable to a foreign private issuer, which are different in some material respects from those required for a U.S. public company. We expect that the requirements of these rules and regulations will increase our legal, accounting and financial compliance costs, make some activities more difficult, time consuming and costly, and place significant strain on our personnel, systems and resources. As a result of disclosure of information in this prospectus and in filings required of a public company, our business and financial condition will become more visible, which we believe may result in threatened or actual litigation, including by competitors, shareholders or third parties. If such claims are successful, our business and operating results could be harmed, and even if the claims do not result in litigation or are resolved in our favor, these claims, and the time and resources necessary to resolve them, could divert the resources of our management and harm our business, financial condition and results of operations.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that involve risks and uncertainties, including statements based on our current expectations, assumptions, estimates and projections about us and our industry. The forward-looking statements are contained principally in the sections entitled "Prospectus Summary," "Risk Factors," "Use of Proceeds," "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Industry Overview," "Business" and "Regulation" in this prospectus. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from those expressed or implied by the forward-looking statements.

In some cases, you can identify these forward-looking statements by words or phrases such as "may," "will," "expect," "anticipate," "aim," "estimate," "intend," "plan," "believe," "potential," "continue," "is/are likely to" or other similar expressions. The forward-looking statements included in this prospectus relate to, among others:

•: our goals and growth strategies;
•: our future business development, financial condition and results of operations;
•: trends in the internet KOL facilitator industry in the PRC and globally;
•: competition in our industry;
•: fluctuations in general economic and business conditions in China and other regions where we operate;
•: the regulatory environment in which we and companies integral to our ecosystem operate;
•: our proposed use of proceeds from this offering; and
•: assumptions underlying or related to any of the foregoing.

This prospectus also contains market data relating to the internet KOL facilitator industry in China, including market position, market size, and growth rates of the markets in which we participate, that are based on industry publications and reports. Statistical data in these publications and reports also include projections based on a number of assumptions. The internet KOL facilitator industry 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 is necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in "Risk Factors" and elsewhere in this prospectus. You should not place undue reliance on these forward-looking statements.

The forward-looking statements made in this prospectus relate only to events or information as of the date on which the statements are made in this prospectus. Except as required by law, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date on which the statements are made or to reflect the occurrence of unanticipated events. You should read this prospectus and the documents that we have referred to in this prospectus and have filed as exhibits to the registration statement, of which this prospectus is a part, completely and with the understanding that our actual future results may be materially different from what we expect.

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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 and based upon an assumed initial offering price of US$ per ADS (the mid-point of the estimated range of initial public offering price shown on the front cover page of this prospectus). A US$1.00 increase (decrease) in the assumed initial public offering price of US$ per ADS would increase (decrease) the net proceeds to us from this offering by US$ million, after deducting the estimated underwriting discounts and commissions and estimated aggregate offering expenses payable by us and assuming no change to the number of ADSs offered by us as set forth on the front cover page of this prospectus.

We plan to use the net proceeds we will receive from this offering as follows:

•: approximately US$ million, or 40%, for identifying additional monetization channels and pursuing strategic investments in our industry;
•: approximately US$ million, or 30%, for identifying and cultivating KOLs;
•: approximately US$ million, or 20%, for investing in technology, AI solutions and big data analytics; and
•: the balance of the net proceeds for general corporate purposes.

The foregoing represents our intentions as of the date of this prospectus with respect of the use and allocation of the net proceeds of this offering based upon our present plans and business conditions, but our management will have significant flexibility and discretion in applying the net proceeds of the offering.

The occurrence of unforeseen events or changed business conditions may result in application of the proceeds of this offering in a manner other than as described in this prospectus.

To the extent that the net proceeds we receive from this offering are not immediately applied for the above purposes, we intend to invest our net proceeds in short-term, interest bearing, debt instruments or bank deposits.

In utilizing the proceeds of this offering, we, as an offshore holding company, are permitted under PRC laws and regulations to provide funding to our PRC subsidiary only through loans or capital contributions. 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 Our ADSs and 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."

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DIVIDEND POLICY

Since our inception, we have not declared or paid any dividends on our shares. We do not have any present plan to pay any dividends on our Class A ordinary shares or ADSs in the foreseeable future. We intend to retain most, if not all, of our available funds and any future earnings to operate and expand our business.

Any future determination to pay dividends will be made at the discretion of our board of directors and may be based on a number of factors, including our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors that the board of directors may deem relevant. If we pay any dividends, we will pay our ADS holders to the same extent as holders of our Class A ordinary shares, subject to the terms of the deposit agreement, including the fees and expenses payable thereunder. See "Description of American Depositary Shares." Cash dividends on our Class A ordinary shares, if any, will be paid in U.S. dollars.

We are a holding company incorporated in the Cayman Islands. In order for us to distribute any dividends to our shareholders and ADS holders, we rely on dividends distributed by our subsidiaries in the PRC and other jurisdictions. Distributions from our subsidiaries to us may be subject to various local taxes, such as withholding tax. In addition, regulations in the PRC currently permit payment of dividends of a PRC company only out of accumulated distributable after-tax profits as determined in accordance with its articles of association and the accounting standards and regulations in China. See "Risk Factors—Risks Relating to Doing Business in China—We rely on dividends paid by our subsidiaries for our cash needs, and any limitation on the ability of our subsidiaries to make payments to us could have a material and adverse effect on our ability to conduct our business."

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CAPITALIZATION

The following table sets forth our capitalization as of December 31, 2018 presented on:

•: an actual basis;
•: a pro forma basis to reflect the re-designation of 177,334,250 ordinary shares into Class B ordinary shares and all the remaining ordinary shares into Class A ordinary shares on a one-for-one basis immediately prior to the completion of this offering as determined by our existing shareholders in connection with their approval of our second amended and restated memorandum and articles of association that will become effective immediately prior to the completion of this offering; and
•: a pro forma as adjusted basis to reflect (i) the re-designation of 177,334,250 ordinary shares into Class B ordinary shares and all the remaining ordinary shares into Class A ordinary shares on a one-for-one basis immediately prior to the completion of this offering as determined by our existing shareholders in connection with their approval of our second amended and restated memorandum and articles of association that will become effective immediately prior to the completion of this offering and (ii) the issuance and sale of the 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 mid-point of the estimated range of initial public offering price shown on the front cover page of this prospectus, after deducting underwriting discounts and commissions and estimated offering expenses payable by us and assuming no exercise of the underwriters' over-allotment option.

The pro forma and pro forma as adjusted information below is illustrative only and our capitalization following the completion of this offering is subject to adjustment based on the initial public offering price of our ADSs and other terms of this offering determined at pricing. You should read this table in conjunction with "Management's Discussion and Analysis of Financial Condition and

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Results of Operations" and our financial statements and related notes included elsewhere in this prospectus.

	As of December 31, 2018

	Actual						Pro Forma						Pro Forma as Adjusted
	RMB			US$			RMB			US$			RMB	US$
	(in thousands)
Shareholders' (deficit) equity:
Ordinary shares (US$0.000000001 par value; 1,000,000,000 ordinary shares authorized, 319,406,760 ordinary shares issued and outstanding on an actual basis)		—			—			—			—
Class A ordinary shares (US$0.000000001 par value; 822,665,750 Class A ordinary shares authorized, 142,072,510 Class A ordinary shares issued and outstanding on a pro forma basis and on a pro forma adjusted basis)		—			—			—			—
Class B ordinary shares (US$0.000000001 par value; 177,334,250 Class B ordinary shares authorized, 177,334,250 Class B ordinary shares issued and outstanding on a pro forma basis and on a pro forma adjusted basis)		—			—			—			—
Additional paid-in capital		616,115			89,611			616,115			89,611
Subscription receivable		(558,995	)		(81,303	)		(558,995	)		(81,303	)
Accumulated deficit		(204,539	)		(29,749	)		(204,539	)		(29,749	)

Total shareholders deficit		(147,419	)		(21,441	)		(147,419	)		(21,441	)

Non-controlling interest		(11,027	)		(1,604	)		(11,027	)		(1,604	)
Total equity		(158,446	)		(23,045	)		(158,446	)		(23,045	)

*: There are uncertainties relating to the payment of the subscription price by our shareholders, in particular with respect to the satisfaction of certain regulatory requirements. As such, there can be no assurance that the unpaid subscription price will be paid before the deadline contemplated in the restructuring agreements.
**: On March 5, 2019, we entered into an agreement with ZHANG Yi, one of our top KOLs and a shareholder, whereby we agreed to issue 44,165,899 ordinary shares to her in exchange for her 49% non-controlling equity interest in Hangzhou Dayi and the exclusive cooperation rights with her in online sales of women apparel products until the later of five years after the completion of this offering or when her beneficial interest in our company fall below 5%. The agreement is subject to formal approval by the board of directors and shareholders. We believe it is highly probable that the transaction will be completed prior to this offering. We are in the process of determining the accounting treatment for this transaction and have not reflected the impact of this transaction in the capitalization table above.

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DILUTION

If you invest in our ADSs, your interest will be diluted to the extent of the difference between the initial public offering price per ADS and our net tangible book value per ADS after this offering. Dilution results from the fact that the initial public offering price per Class A ordinary share is substantially in excess of the book value per ordinary share attributable to the existing shareholders for our presently outstanding ordinary shares. Because our Class A ordinary shares and Class B ordinary shares will have the same dividend and other rights, except for conversion and voting rights, the following discussion is presented on the basis of all of our ordinary shares, including Class A ordinary shares and Class B ordinary shares.

Our net tangible book value as of , 2018 was approximately RMB million (US$ million), or RMB (US$ ) per ordinary share as of that date, and US$ per ADS. Net tangible book value represents the amount of our total assets, less the amount of our intangible assets, goodwill and total liabilities. Dilution is determined by subtracting net tangible book value per ordinary share, after giving effect to issuance and sale by us of Class A ordinary shares in the form of ADSs in this offering at an assumed initial public offering price of US$ per ADS (the mid-point of the estimated initial public offering price range shown on the front cover page of this prospectus) after deduction of the underwriting discounts and commissions and estimated offering expenses payable by us.

Without taking into account any other changes in net tangible book value after , 2018, other than to give effect to (i) the consummation of Equity Restructuring as well as the collection of subscription receivable and (ii) the issuance and sale by us of Class A ordinary shares in the form of ADSs in this offering at an assumed initial public offering price of US$ per ADS (the mid-point of the estimated initial public offering price range shown on the front cover page of this prospectus) after deduction of the underwriting discounts and commissions and estimated offering expenses payable by us, our pro forma as adjusted net tangible book value as of , 2018 would have been US$ million, or US$ per outstanding ordinary share and US$ per ADS. This represents an immediate increase in net tangible book value of US$ per ordinary share and US$ per ADS to the existing shareholders and an immediate dilution in net tangible book value of US$ per ordinary share and US$ per ADS to investors purchasing ADSs in this offering.

The following table illustrates such dilution:

	Per ordinary share	Per ADS

Actual net tangible book value per share as of December 31, 2018	US$	US$
Pro forma as adjusted net tangible book value per share after giving effect to the Equity Restructuring	US$	US$
Pro forma as adjusted net tangible book value per share after giving effect to this offering	US$	US$
Assumed initial public offering price	US$	US$
Dilution in net tangible book value per share to new investors in the offering	US$	US$

The amount of dilution in net tangible book value to new investors in this offering set forth above is determined after giving effect to this offering from the public offering price per ordinary share.

A US$1.00 increase (decrease) in the assumed public offering price of US$ per ADS (the mid-point of the estimated initial public offering price range shown on the front cover page of this prospectus) would increase (decrease) our pro forma net tangible book value after giving effect to the offering by US$ million, the pro forma net tangible book value per ordinary share and per ADS after giving effect to this offering by US$ per ordinary share and US$ per ADS and the

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dilution in pro forma net tangible book value per ordinary share and per ADS to new investors in this offering by US$ per ordinary share and US$ per ADS, assuming no change to the number of ADS offered by us as set forth on the front cover page of this prospectus, and after deducting underwriting discounts and commissions and other offering expenses.

The following table summarizes, on a pro forma basis as of , 2018, the differences between existing shareholders and the new investors with respect to the number of Class A ordinary shares (in the form of ADSs or shares) purchased from us, the total consideration paid and the average price per ordinary share and per ADS paid before deducting the underwriting discounts and commissions and estimated offering expenses. The total number of ordinary shares does not include Class A ordinary shares underlying the ADSs issuable upon the exercise of the option to purchase additional ADSs granted to the underwriters.

	Ordinary Shares Purchased

					Total Consideration				Average Price per Ordinary Share
					Total Consideration					Average Price per ADS
	Number	Percent			Amount	Percent				Average Price per ADS
	(in millions of US$, except number of shares and percentages)
Existing shareholders					US$				US$	US$
New investors					US$				US$	US$
Total			100	%	US$		100	%	US$	US$

If the underwriters were to fully exercise the over-allotment option to purchase additional shares of our ordinary shares from us, the percentage of shares of our ordinary shares held by existing shareholders would be %, and the percentage of shares of our common stock held by new investors would be %.

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.

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EXCHANGE RATE INFORMATION

Most of our revenues and expenses 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. 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 RMB6.8755 to US$1.00, the exchange rate set forth in the H.10 statistical release of the Federal Reserve Board on December 31, 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 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 March 1, 2018, the noon buying rate for Renminbi was RMB6.7048 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. For all dates and periods, the exchange rate refers to the exchange rate as set forth in the H.10 statistical release of the Federal Reserve Board.

	Noon Buying Rate

	Period End		Average ⁽¹⁾		Low		High
	(RMB per US$1.00)
2014		6.2046		6.1704		6.2591		6.0402
2015		6.4778		6.2869		6.4896		6.1870
2016		6.9430		6.6549		6.9580		6.4480
2017		6.5063		6.7350		6.9575		6.4773
2018		6.8755		6.6090		6.9737		6.2649
September		6.8680		6.8551		6.8880		6.8270
October		6.9737		6.9191		6.9737		6.8680
November		6.9558		6.9367		6.9558		6.8894
December		6.8755		6.8837		6.9077		6.8343
2019
January		6.6958		6.7863		6.8708		6.6958
February		6.6912		6.7367		6.7907		6.6822
March (through March 1, 2019)		6.7048		6.7048		6.7048		6.7048

Source: Federal Reserve Statistical Release

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

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ENFORCEMENT OF CIVIL LIABILITIES

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

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

We have appointed Cogency Global Inc. as our agent to receive service of process with respect to any action brought against us in the U.S. District Court for the Southern District of New York under the federal securities laws of the U.S. or of any state in the U.S. or any action brought against us in the Supreme Court of the State of New York in the County of New York under the securities laws of the State of New York.

Ogier, our counsel as to Cayman Islands law, and Jingtian & Gongcheng, our counsel as to PRC law, have advised us that there is uncertainty as to whether the courts of the Cayman Islands or the PRC would, respectively, (1) recognize or enforce judgments of United States courts obtained against us or our directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States and (2) entertain original actions brought in the Cayman Islands or the PRC against us or our directors or officers predicated upon the securities laws of the United States or any state in the United States.

Ogier has informed us that the uncertainty with regard to Cayman Islands law relates to whether a judgment obtained from the United States courts under the civil liability provisions of the securities laws will be determined by the courts of the Cayman Islands as penal or punitive in nature. If such a determination is made, the courts of the Cayman Islands will not recognize or enforce the judgment against a Cayman Islands company. However, as the courts of the Cayman Islands have yet to rule on whether such judgments are penal or punitive in nature obtained from U.S. courts under the civil liability provisions of U.S. Securities laws, it is uncertain whether they would be enforceable in the Cayman Islands.

In addition, Ogier has advised us that although there is no statutory recognition in the Cayman Islands of judgments obtained in the federal or state courts of the United States, (and the Cayman Islands are not a party to any treaties for the reciprocal enforcement or recognition of such judgments), a judgment obtained in such jurisdiction will be recognized and enforced in the courts of the Cayman Islands at common law, without any re-examination of the merits of the underlying dispute, by an action commenced on the foreign judgment debt in the Grand Court of the Cayman Islands, provided such judgment (i) is given by a foreign court of competent jurisdiction, (ii) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given, (iii) is final, (iv) is not in respect of taxes, a fine or a penalty, and (v) 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.

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Jingtian & Gongcheng has advised us that the recognition and enforcement of foreign judgments are provided for under the PRC Civil Procedure Law. PRC courts may recognize and enforce foreign judgments in accordance with the requirements of the PRC Civil Procedure Law based either on treaties between China and the country where the judgment is made or on principles of reciprocity between jurisdictions. Jingtian & Gongcheng has advised us further that under PRC law, courts in the PRC will not recognize or enforce a foreign judgment against us or our directors and officers if they decide that the judgment violates the basic principles of PRC law or national sovereignty, security or social public interest. As there existed no treaty or other form of reciprocity between China and the United States governing the recognition and enforcement of judgments as of the date of this prospectus, including those predicated upon the liability provisions of the United States federal securities laws, there is uncertainty whether and on what basis a PRC court would enforce judgments rendered by United States courts. In addition, because there is no treaty or other form of reciprocity between the Cayman Islands and China governing the recognition and enforcement of judgments as of the date of this prospectus, there is further uncertainty as to whether and on what basis a PRC court would enforce judgments rendered by a Cayman Islands court.

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OUR HISTORY AND CORPORATE STRUCTURE

Our History

In March 2016, our predecessor, Hanyi E-Commerce, was established in the PRC by Hangzhou Ruhnn Holdings Co., Ltd., or Hangzhou Ruhnn, which was owned by our founders, FENG Min, SUN Lei (Ray) and SHEN Chao (Eric) and several institutional investors.

In preparation for this offering, our founders and the institutional investors of Hanyi E-Commerce undertook a series of equity transactions as described below, or the Equity Restructuring, to re-domicile the holding entity of our business from the PRC to the Cayman Islands.

In May 2018, our company was incorporated in the Cayman Islands as the proposed listing entity. In June 2018, WuHan Investment Limited, or WuHan Investment, was incorporated in the British Virgin Islands as a wholly owned subsidiary of our company. In August 2018, YiHnn (Hong Kong) Limited, or YiHnn HK, was incorporated in Hong Kong as a wholly owned subsidiary of WuHan Investment. In September 2018, Hangzhou Yihan Technology Co., Ltd., or Yihan Technology or the WFOE, was established in the PRC as a wholly owned subsidiary of YiHnn HK.

Under the restructuring agreements, Hangzhou Ruhnn agreed to return to its institutional investors the amounts of their original Renminbi investments in Hangzhou Ruhnn while these investors agreed to pay the U.S. dollar equivalent of such amounts to our company as subscription price for the ordinary shares we issued to them. Hanyi E-Commerce also had amounts due to Hangzhou Ruhnn that were approximately the same as the amounts Hangzhou Ruhnn agreed to return to the investors. It is contemplated that Hanyi E-Commerce will repay the amounts due to Hangzhou Ruhnn, Hangzhou Ruhnn will return the original Renminbi investments to the investors, and the investors will pay the subscription price to our company. As the investors may need to satisfy certain regulatory requirements before paying the subscription price, Hangzhou Ruhnn will return an investor's original Renminbi investment only after the investor informs Hangzhou Ruhnn of its readiness to pay the subscription price. The restructuring agreements allow Hangzhou Ruhnn to return such investments in installments and Hangzhou Ruhnn will not be required to pay the next installment until the subscription price equals to the previous installment paid by the relevant investor to our company. The restructuring agreements require Hangzhou Ruhnn to complete return of the original Renminbi investments and the investors to pay the subscription price to our company no later than three months after the completion of this offering. However, as there are uncertainties involved in these payment transactions, in particular with respect to the satisfaction of the regulatory requirements, there can be no assurance that these payments will be completed before the deadline contemplated in the restructuring agreements.

In March 2019, in order to acquire the remaining ownership of Hangzhou Dayi, and convert it from a 51%-owned subsidiary to a wholly owned subsidiary of Hanyi E-Commerce, we entered into the following agreements with ZHANG Yi, one of our top KOLs, and her affiliated entities: (i) an equity interest transfer agreement pursuant to which Hangzhou Wunai Yidui Trade Co., Ltd. agreed to

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transfer 49% equity interest in Hangzhou Dayi to Hanyi E-Commerce; and (ii) a share purchase agreement pursuant to which we agreed to issue 44,165,899 ordinary shares, which will be re-designated to Class A ordinary shares, to China Himalaya Investment Limited, a company wholly owned by ZHANG Yi, on or prior to the completion of this offering. These proposed transactions are still subject to approvals of our board of directors and shareholders and we expect to complete these transactions before the completion of this offering. In connection with these transactions, ZHANG Yi also agreed to continue her exclusive cooperation with us in online sales of women apparel products until the later of five years after the completion of this offering or when her beneficial interests in our company fall below 5%.

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Our Corporate Structure

The chart below summaries our corporate and shareholding structure and identifies the significant subsidiaries and affiliates described above and the places of incorporation as of the date of this prospectus:

(1): Ruhnn1106 Investment Limited, wholly owned by FENG Min, one of our founders.
(2): LEIYU Investment Limited, wholly owned by SUN Lei (Ray), one of our founders.
(3): YangMing Investment Limited, wholly owned by SHEN Chao (Eric), one of our founders.
(4): China Himalaya Investment Limited, wholly owned by ZHANG Yi, one of our top KOLs.
(5): None of these pre-IPO investors beneficially owns more than 10% of our equity interest.
(6): Representing ordinary shares held by Ruhnn Investment Limited, a limited liability company incorporated in the British Virgin Islands, wholly owned by Ruhnn Investment Trust for our employee incentive scheme. FENG Min is the sole member of the advisory committee of Ruhnn Investment Trust.

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(7): On October 4, 2018, as part of the Equity Restructuring, Hangzhou Ruhnn, the former parent of Hanyi E-Commerce transferred 1% equity interest in Hanyi E-Commerce to FENG Min for the purpose of creating a new nominee shareholder to enter into the contractual arrangements.
(8): Wholly owned by FENG Min. On October 4, 2018, as part of the Equity Restructuring, Hangzhou Ruhnn, the former parent of Hanyi E-Commerce transferred 99% equity interest in Hanyi E-Commerce to this entity for the purpose of creating a new nominee shareholder to enter into the contractual arrangements.
(9): Exclusive Business Corporation Agreement, Exclusive Call Option Agreement, Power of Attorney and Equity Interest Pledge Agreement.
(10): Exclusive Call Option Agreement, Power of Attorney, Equity Interest Pledge Agreement and Spousal Consent Letter.
(11): Exclusive Call Option Agreement, Power of Attorney and Equity Interest Pledge Agreement.
(12): Wholly owned by ZHANG Yi, also known as ZHANG Dayi.
(13): Upon the completion of the Hangzhou Dayi Minority Interest Acquisition, Hangzhou Dayi E-Commerce Co., Ltd. will become a wholly-owned subsidiary of Hanyi E-Commerce, our VIE.

Contractual Arrangements with Our VIE and Its Shareholders

As a Cayman Island company, our holding company is classified as a foreign enterprise under PRC laws and regulations, and our WFOE is an FIE. FIEs are subject to a number of restrictions under PRC laws and regulations. In particular, we currently hold a commercial performance license for introducing our KOLs to participate in TV shows and other performances, which is classified as talent agency services. Moreover, we plan to expand our e-commerce-related businesses in the future, some of which may be classified as value-added telecommunication services. As these businesses may be subject to strict business licensing requirements, including limitations on foreign ownership and in order to have greater flexibility in carrying out our business and implementing our business strategies in compliance with PRC laws and regulations, we operate our businesses in China mainly through our VIE and its subsidiaries. Our VIE and most of its subsidiaries are domestic PRC companies. We and our WFOE have entered into a series of contractual arrangements with our VIE and its direct and indirect shareholders, through which we are able to consolidate the financial results of our VIE and its subsidiaries. These contractual arrangements allow us to:

•: exercise effective control over our VIE through our power to direct the activities of our VIE that most significantly impact its economic performance;
•: receive economic benefits of our VIE that potentially could be significant to our VIE; and
•: have a call option to purchase all or part of the equity interests and/or assets in our VIE when and to the extent permitted by PRC law.

As a result of these contractual arrangements, we are the primary beneficiary of our VIE and its subsidiaries and have their financial results in our combined and consolidated financial statements in accordance with U.S. GAAP. However, these contractual arrangements may not be as effective in providing operational control as direct ownership and the use of the contractual arrangements exposes us to certain risks. For example, our VIE or its direct or indirect shareholders may breach the contractual arrangements with us. In such cases, we would have to rely on legal remedies under PRC law, which may not always be effective, particularly in light of uncertainties in the PRC legal system. See "Risk Factors—Risks Relating to Our Corporate Structure".

If the VIE or its direct or indirect shareholders fail to perform their obligations under the contractual arrangements, we could be limited in our ability to enforce the contractual arrangements that give us effective control over the VIE and its subsidiaries. See "Risk Factors—Risks Relating to Our Corporate Structure—We rely on contractual arrangements with Hanyi E-Commerce and its shareholders for our operations in China, which may not be as effective in providing control as direct ownership". If we are unable to maintain effective control over our VIE and its subsidiaries, we will

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not be able to continue consolidating their financial results into our financial results. Our VIE and its subsidiaries contributed substantially all of our total revenues. Further, we rely on dividends and other distributions paid to us by our offshore and PRC subsidiaries, which in turn depends on the service fees paid from our VIE and its subsidiaries. In practice, we evaluate on a case-by-case basis the performance and future plans of our VIE and its subsidiaries before determining the amount of fees we will collect from them. We do not have unfettered access to the revenues from our WFOE, our VIE or its subsidiaries due to the significant legal restrictions on the payment of dividends by PRC companies, foreign exchange control restrictions, and restrictions on foreign investment, among others. See "Risk Factors—Risks Relating to Our Corporate Structure—We rely on dividends, fees and other distributions paid by our PRC subsidiary to fund any cash and financing requirements we may have, and any limitation on the ability of our PRC subsidiary to make payments to us could hinder our ability to conduct our business".

The following is a summary of the currently effective contractual agreements.

Agreements that Provide Us with Effective Control over Our VIE and Its Shareholders

Equity Interest Pledge Agreement. Pursuant to the Equity Interest Pledge Agreement, Hangzhou Xinghui Corporate Management Consulting Co., Ltd., or Hangzhou Xinghui, and FENG Min have pledged all of their equity interest in Hanyi E-Commerce to guarantee the performance of obligations by Hanyi E-Commerce, Hangzhou Xinghui and FENG Min under the relevant contractual arrangements, which include the Power of Attorney Agreement, Exclusive Business Cooperation Agreement and Exclusive Call Option Agreement. If Hangzhou Xinghui, Hanyi E-Commerce and FENG Min breach their contractual obligations under these agreements, our WFOE, as pledgee, will have the right to auction or sell all or part of the pledged equity interests of Hangzhou Xinghui and FENG Min, and receive proceeds from such auction or sale. Hangzhou Xinghui and FENG Min agree, among other things, that, during the term of the Equity Interest Pledge Agreement, Hangzhou Xinghui will not dispose of the pledged equity interests or create or allow creation of any encumbrance on the pledged equity interests or any portion thereof, without the prior written consent of our WFOE, except for the performance of the Exclusive Call Option Agreement. The Equity Interest Pledge Agreement will remain effective until the termination of the Exclusive Business Cooperation Agreement and all of the obligations thereunder have been fulfilled.

Power of Attorney Agreement. Pursuant to the Power of Attorney Agreement, Hangzhou Xinghui and FENG Min have irrevocably authorized our WFOE and certain person(s) designated by our WFOE to act on Hangzhou Xinghui and FENG Min's behalf as exclusive agent and attorney, to the extent permitted by law, with respect to all shareholder rights, including but not limited to the right to call, attend and vote on shareholder's meetings and serve as directors and executive officers. The Power of Attorney Agreement is irrevocable and continuously effective from the execution date unless our WFOE provides a written termination notice to Hangzhou Xinghui and FENG Min or other conditions of termination under the Power of Attorney Agreement have been met.

Agreement that Allows Us to Receive Economic Benefits from Our VIE and Its Shareholders

Exclusive Business Cooperation Agreement. Under the Exclusive Business Cooperation Agreement, our WFOE has the exclusive right to provide Hanyi E-Commerce with comprehensive technical support, consulting services and other services. In exchange, our WFOE is entitled to receive an annual service fee from Hanyi E-Commerce at an amount that is equal to 100% of its net profit. The WFOE has the right to adjust the service fee payment frequency at its sole discretion. In addition, our WFOE owns the intellectual property rights arising out of the performance of the Exclusive Business Cooperation Agreement. Unless otherwise terminated in accordance with the provisions of the Exclusive Business Cooperation Agreement or in accordance with applicable PRC laws or terminated

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by our WFOE in writing 30 days in advance, the Exclusive Business Cooperation Agreement remains continuously effective.

Agreement that Provides Us with the Option to Purchase the Equity Interest in Our VIE

Exclusive Call Option Agreement. Pursuant to the Exclusive Call Option Agreement, Hangzhou Xinghui and FENG Min have irrevocably granted our WFOE an exclusive option to purchase by itself or by its designate person(s), at our WFOE's sole discretion at any time, to the extent permitted under PRC law, all or part of Hangzhou Xinhui's and FENG Min's equity interests in Hanyi E-Commerce. The purchase price of the equity interests shall be a nominal price, unless otherwise required by the relevant government authority or PRC law, in which case, the price shall be the minimum price permitted by the government authority or PRC law. Hangzhou Xinghui, FENG Min and Hanyi E-Commerce have agreed that, without our WFOE's prior written consent, they will not, among other things, amend Hanyi E-Commerce's articles of association, change Hanyi E-Commerce's registered capital or scope of business, allow Hanyi E-Commerce to be separated or dissolved, sell or otherwise dispose of Hanyi E-Commerce's assets and beneficial interest that is worth RMB1,000,000 or more, or provide any loans or guarantees. In addition, Hangzhou Xinghui and FENG Min undertake, among other things, that it will not sell or otherwise dispose of its equity interests in Hanyi E-Commerce or create any pledge or encumbrance on their equity interests in Hanyi E-Commerce without our WFOE's prior written consent. The Exclusive Call Option Agreement will remain effective until all equity interests in and all assets of Hanyi E-Commerce have been transferred or assigned to our WFOE or its designated person(s).

Spousal Consent Letter. Pursuant to the Spousal Consent Letter executed by the spouse of FENG Min, our chairman of board of directors, the signing spouse confirmed and agreed that Mr. FENG's direct or indirect equity interests in Hanyi E-Commerce are his own property and that the spouse does not enjoy and right or interest in connection with such equity interests of Hanyi E-Commerce held by Mr. FENG's. The spouse also irrevocably agreed that she would not claim in the future any right or interest in connection with such equity interests in Hanyi E-Commerce held directly or indirectly by Mr. FENG's.

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SELECTED COMBINED AND CONSOLIDATED FINANCIAL AND OPERATING DATA

The following selected combined and consolidated statements of operations data for fiscal years ended March 31, 2017 and 2018, the selected combined and consolidated balance sheet data as of March 31, 2017 and 2018 and the selected combined and consolidated cash flow data for the fiscal years ended March 31, 2017 and 2018 have been derived from our audited combined and consolidated financial statements included elsewhere in this prospectus. The following selected combined and consolidated statements of operations data for the nine months ended December 31, 2017 and 2018, the selected combined and consolidated balance sheet data as of December 31, 2018 and the selected combined and consolidated cash flow data for the nine months ended December 31, 2017 and 2018 have been derived from our unaudited interim condensed combined and consolidated financial statements included elsewhere in this prospectus.

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

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Selected Combined and Consolidated Statements of Operations Data

	Fiscal Year Ended March 31,															Nine Months Ended December 31,

	2017						2018									2017						2018
	RMB			%			RMB			US$			%			RMB			%			RMB			US$			%
	(in thousands, except for percentages, ordinary shares and Net loss per ordinary share)
Net revenues:
Product sales		572,445			99.1			912,512			132,720			96.3			728,126			96.9			755,862			109,935			88.3
Services		5,457			0.9			35,068			5,100			3.7			22,960			3.1			100,319			14,591			11.7

Total net revenues		577,902			100.0			947,580			137,820			100.0			751,086			100.0			856,181			124,526			100.0
Cost of revenues:
Cost of product sales		(362,609	)		(62.7	)		(625,263	)		(90,941	)		(66.0	)		(478,071	)		(63.7	)		(523,433	)		(76,130	)		(61.1	)
Cost of services		(2,619	)		(0.5	)		(18,122	)		(2,636	)		(1.9	)		(11,548	)		(1.5	)		(46,450	)		(6,756	)		(5.5	)

Total cost of revenue		(365,228	)		(63.2	)		(643,385	)		(93,577	)		(67.9	)		(489,619	)		(65.2	)		(569,883	)		(82,886	)		(66.6	)

Gross Profit		212,674			36.8			304,195			44,243			32.1			261,467			34.8			286,298			41,640			33.4
Operating expenses:
Fulfillment expenses		(69,412	)		(12.0	)		(100,071	)		(14,554	)		(10.6	)		(71,426	)		(9.5	)		(99,517	)		(14,474	)		(11.6	)
Sales and marketing expenses		(97,813	)		(16.9	)		(146,207	)		(21,265	)		(15.4	)		(112,068	)		(14.9	)		(158,393	)		(23,037	)		(18.5	)
General and administrative expenses		(67,106	)		(11.6	)		(130,978	)		(19,050	)		(13.8	)		(91,566	)		(12.2	)		(76,377	)		(11,109	)		(8.9	)
Other operating (loss) income, net		(168	)		—			710			103			0.1			1,065			0.1			530			77			0.1

Loss from operations		(21,825	)		(3.7	)		(72,351	)		(10,523	)		(7.6	)		(12,528	)		(1.7	)		(47,459	)		(6,903	)		(5.5	)
Interest income		42			—			88			13			—			55			0.0			398			58			0.0
Interest expense		(1,574	)		(0.3	)		—			—			—			—			—			(107	)		(15	)		(0.0	)
Foreign exchange gain (loss)		56			—			(241	)		(35	)		—			(143	)		(0.0	)		71			10			0.0

Loss before income taxes		(23,301	)		(4.0	)		(72,504	)		(10,545	)		(7.6	)		(12,616	)		(1.7	)		(47,097	)		(6,850	)		(5.5	)
Income tax expenses		(15,243	)		(2.6	)		(15,843	)		(2,304	)		(1.7	)		(12,462	)		(1.7	)		(9,479	)		(1,379	)		(1.1	)
Loss from equity method investees		(1,593	)		(0.3	)		(1,607	)		(234	)		(0.2	)		(1,055	)		(0.1	)		(927	)		(135	)		(0.1	)

Net loss		(40,137	)		(6.9	)		(89,954	)		(13,083	)		(9.5	)		(26,133	)		(3.5	)		(57,503	)		(8,364	)		(6.7	)



Less: Net income attributable to non-controlling interest		(15,247	)		(2.6	)		(14,051	)		(2,044	)		(1.5	)		(15,046	)		(2.0	)		12,353			1,797			1.4
Net loss attributable to Ruhnn Holding Limited		(55,384	)		(9.5	)		(104,005	)		(15,127	)		(11.0	)		(41,179	)		(5.5	)		(45,150	)		(6,567	)		(5.3	)
Net loss per ordinary share:
Basic and diluted		(0.17	)					(0.33	)		(0.05	)					(0.13	)					(0.14	)		(0.02	)

Weighted average shares used in calculating net loss per ordinary share:
Basic and diluted		319,406,760						319,406,760			319,406,760						319,406,760						319,406,760			319,406,760
Net loss		(40,137	)		(6.9	)		(89,954	)		(13,083	)		(9.5	)		(26,133	)		(3.5	)		(57,503	)		(8,364	)		(6.7	)
Other comprehensive loss:
Foreign currency translation adjustments		—			—			—			—			—			—			—			—			—			—

Comprehensive loss		(40,137	)		(6.9	)		(89,954	)		(13,083	)		(9.5	)		(26,133	)		(3.5	)		(57,503	)		(8,364	)		(6.7	)

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Selected Combined and Consolidated Balance Sheet Data

	As of March 31,									As of December 31,

	2017			2018						2018
	RMB			RMB			US$			RMB			US$
	(in thousands)
Selected Combined and Consolidated Balance Sheet:
Cash and cash equivalents		21,369			9,714			1,412			156,518			22,765
Restricted cash		—			21,208			3,085			14,866			2,162
Accounts receivable, net		219			6,240			908			18,465			2,686
Inventories		234,579			320,383			46,598			289,717			42,138
Advances to suppliers, net		40,977			24,695			3,592			40,462			5,885
Prepaid expenses and other current assets		31,238			30,295			4,406			31,559			4,590
Total current assets		333,031			412,829			60,044			552,459			80,352
Total assets		342,292			424,644			61,762			689,424			100,273
Accounts payable		68,697			72,890			10,601			150,529			21,894
Amounts due to related parties		285,570			374,558			54,477			575,125			83,649
Total liabilities		385,509			558,669			81,255			847,870			123,318
Total shareholders' deficit		(43,217	)		(134,025	)		(19,493	)		(158,446	)		(23,045	)
Total liabilities and shareholders' deficit		342,292			424,644			61,762			689,424			100,273

Selected Combined and Consolidated Statements of Cash Flow Data

	Fiscal Year Ended March 31,									Nine Months Ended December 31,

	2017			2018						2017			2018
	RMB			RMB			US$			RMB			RMB			US$
	(in thousands)
Selected Combined and Consolidated Cash Flow:
Net cash (used in) provided by operating activities		(240,532	)		(27,575	)		(4,011	)		54,031			45,738			6,653
Net cash used in investing activities		(10,133	)		(1,949	)		(283	)		(1,739	)		(3,074	)		(447	)
Net cash (used in) provided by financing activities		272,034			39,077			5,683			(9,967	)		97,798			14,224

Net increase in cash, cash equivalents and restricted cash		21,369			9,553			1,389			42,325			140,462			20,430
Cash, cash equivalents and restricted cash at beginning of the year/period		—			21,369			3,108			21,369			30,922			4,497

Cash, cash equivalents and restricted cash at end of the year/period		21,369			30,922			4,497			63,694			171,384			24,927

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Selected Operating Data

The following tables present our key operating data as of the dates and for the periods indicated:

	As of and for fiscal year ended March 31,												As of and for the nine months ended December 31,

	2017						2018						2018
	Number of KOLs		Number of fans ⁽⁴⁾ (in millions)		GMV (RMB in millions)		Number of KOLs		Number of fans ⁽⁴⁾ (in millions)		GMV (RMB in millions)		Number of KOLs		Number of fans ⁽⁴⁾ (in millions)		GMV (RMB in millions)
Top-tier KOLs ⁽¹⁾		2		12.0		750.6		3		21.0		1,333.7		3		32.5		1,220.3
Established KOLs ⁽²⁾		3		4.4		139.3		7		17.5		321.4		7		28.9		324.2
Emerging KOLs ⁽³⁾		57		35.7		346.4		73		64.9		390.1		103		87.0		667.8

Total		62		52.1		1,236.3		83		103.4		2,045.2		113		148.4		2,211.2

(1): Top-tier KOLs facilitated GMV of above RMB100.0 million in the past twelve months.
(2): Established KOLs facilitated GMV of RMB30.0 million to RMB100.0 million in the past twelve months.
(3): Emerging KOLs facilitated GMV of less than RMB30.0 million in the past twelve months.
(4): The number of fans presented may include a single fan who was included multiple times if the fan follows more than one KOL, follows the same KOL across multiple platforms, or both.

	As of and for the fiscal year ended March 31,		As of and for the nine months ended December 31,

	2017	2018	2017	2018
*Full-Service Model*
Number of our KOLs serving such business model ⁽¹⁾	37	33	33	25
Number of our online stores	57	86	81	91
Number of orders placed through our online stores	5.1 million	7.5 million	6.2 million	5.6 million
GMV of our online stores	RMB1,236.3 million	RMB1,944.4 million	RMB1,614.9 million	RMB1,776.6 million
*Platform Model*
Number of our KOLs serving such business model ⁽¹⁾	18	57	50	101
Number of brands using our services	18	166	47	501
Number of third-party online stores ⁽²⁾	nil	6	7	28
GMV of third-party online stores ⁽³⁾	nil	RMB100.8 million	RMB72.8 million	RMB435.7 million

(1): Certain KOLs under our full-service model overlap with those under our platform model. On the other hand, our KOLs that were undergoing training and had not started generating GMV under either of our business models as of the relevant date were not included in these numbers.
(2): Includes third-party online stores to which we provide KOL sales services and KOL advertising services.
(3): Includes GMV from third-party online stores to which we only provide KOL sales services.

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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 position and results of operations in conjunction with the section entitled "Selected Combined and Consolidated Financial and Operating Data" and our combined and 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.

Overview

KOLs, also known as influencers, are individuals who have the power to engage and impact people within a specific community or field, such as fashion, culture, entertainment and gaming, and internet KOLs are KOLs who have gained their popularity through the internet. Our founders were among the earliest entrepreneurs in China to identify and capture the commercial opportunities created by the emergence of internet KOLs in China according to Frost & Sullivan report and started to cooperate with KOLs in e-commerce in 2014. We pioneered the commercialization of KOL ecosystem through a full-service model whereby we integrate key steps of the e-commerce value chain, from product design and sourcing, online store operation to logistics and after sales services. As we established our "Ruhnn" brand and attracted more talented KOLs, we launched our platform model in 2017 to provide KOL sales and advertising services to brands and other merchants. This new model allows us to operate in a more asset-light manner and collaborate with a greater number and variety of KOLs.

Revenues from our product sales through full-service model increased by 59.4% from RMB572.4 million for fiscal year 2017 to RMB912.5 million (US$132.7 million) for fiscal year 2018, and increased by 3.8% from RMB728.1 million for the first three quarters of fiscal year 2018 to RMB755.9 million (US$109.9 million) for the first three quarters of fiscal year 2019. Revenues from our services through platform model increased by approximately 5.4 times from RMB5.5 million for fiscal year 2017 to RMB35.1 million (US$5.1 million) for fiscal year 2018, and increased by approximately 3.4 times from RMB23.0 million for the first three quarters of fiscal year 2018 to RMB100.3 million (US$14.6 million) for the first three quarters of fiscal year 2019. We continue prioritizing our investment in growth and incurred a net loss of RMB40.1 million for fiscal year 2017 and RMB90.0 million (US$13.1 million) for fiscal year 2018, and a net loss of RMB26.1 million for the first three quarters of fiscal year 2018 and RMB57.5 million (US$8.4 million) for the first three quarters of fiscal year 2019.

Basis of Presentation

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and consolidate Hanyi E-Commerce and its operating subsidiaries in our financial statements. For more details, please see "Our History and Corporate Structure—Our History."

Key Factors Affecting Our Results of Operations

Macroeconomic factors and regulatory environment and our ability to maintain our leading position in the industry

The growth of our business depends on the development and popularity of internet KOL economy, which in turn depends on the growth of online retail market, continued increase in consumer spending, and increasing popularity and influence of internet KOLs. Our results of operations are also affected by changes in regulatory environment. For example, the new E-Commerce Law of the PRC has come into effect on January 1, 2019 and imposed various new regulatory requirements on e-commerce business operators. While these regulatory requirements may increase industry-wide compliance costs, we believe we, as an industry leader with substantial operating experience, are better positioned to attract internet KOLs in China who are trying to monetize their success on social media platforms through e-commerce channels as we can help ensure their compliance with the new regulatory requirements. As a result, we believe the regulatory change would create significant opportunities for us to further expand our business and increase market share.

Moreover, the success of our business depends on our ability to maintain our market position as the largest internet KOL facilitator in China. Our leading market position and first-mover advantage has enabled us to establish strong brand recognition among KOLs in China and various players in the new retail industry. We believe our brand "Ruhnn" will continue to attract more KOLs and businesses to join our ecosystem in an efficient and sustainable manner. Our ability to maintain a market leading position and increase the reputation and attractiveness of our brand to KOLs, brands and other merchants will continue to be critical to our future business and financial performance.

Our ability to attract and retain popular KOLs and grow fan and customer base

We rely on KOLs to sell and promote products and services on our KOL sales and marketing platform. As such, our revenues and results of operations are directly affected by our ability to attract, and retain talents and grow a popular and diversified KOL pool. We aim to develop a balanced KOL talent pool to accommodate various fashion styles, personalities and fan bases, and cater to changing consumer demands. As we mainly sell and promote products and services to our KOLs' fans, our business and financial performance are affected by our ability to help our KOLs grow their fan base, improve their fans' engagement and convert more fans into paying customers and repeated buyers so that we can sell, or promote on behalf of brands and other merchants, more products and services to our KOLs' fans.

Our ability to effectively monetize the KOL ecosystem through different business models

We monetize the KOL ecosystem through our full-service model and platform model, by selling products to fans and providing KOL sales and advertising services to brands, online retailers and other merchants. Our financial performance, results of operations and financial condition are affected by the contributions of our different business models and monetization channels to our overall business. Our full-service model captures the value of the entire value chain, while our platform model is asset-light and flexible. Revenues from our product sales under our full-service model accounted for 99.1%, 96.3% and 88.3% of our total net revenues for fiscal years 2017 and 2018 and the first three quarters of fiscal year 2019, respectively, while our service revenues under the platform model accounted for 0.9%, 3.7% and 11.7% of our total net revenues for fiscal years 2017 and 2018 and the first three quarters of fiscal year 2019, respectively. Gross margin of our full-service model was 36.7%, 31.5% and 30.8% for fiscal years 2017 and 2018 and the first three quarters of fiscal year 2019, respectively, while gross margin of

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our platform model reached 52.0%, 48.3% and 53.7% for the same periods. As we continue to strengthen our business relationships with brands, online retailers and other merchants as well as explore additional monetization opportunities by leveraging our established "Ruhnn" brand, we expect our service revenues under our platform model to increase in absolute amount and as a percentage of our total revenues in the near future. We also expect to continuously adjust our business models and monetization channels to respond to market conditions and expect our financial performance and condition to be affected by such adjustments.

Our ability to manage our costs and expenses

Our results of operations depend on our ability to manage our costs and expenses while continuing to grow our business. This includes our ability to, among others, (i) leverage our long-term relationships with suppliers as well as the scale of our business to negotiate preferential terms with suppliers and thereby reduce unit production costs, (ii) continually optimize economic arrangements with our KOLs to provide both strong incentives to our KOLs on one hand, and grow our revenue faster than the increase in fees payable to our KOLs on the other, (iii) improve our supply chain management capabilities, more accurately predict market trends and demand, and accelerate our inventory turnover; and (iv) increase the scale of our business to achieve economies of scale, and (v) diversify our business models and monetization channels to realize potential synergies. We expect the changing revenue contributions of our different businesses will also affect our overall cost structure. For example, as we continue to expand our business under our platform model, we expect our cost of revenue as a percentage of our total revenue may decrease in the future.

Investments in data-driven technology and AI solutions

Our results of operations are affected by our investments in data-driven technology and AI solutions. We have utilized the latest technology to improve our business and maintain competitiveness and made significant investments in data-driven technology and AI solutions. As we operate a unique full-service model and provide end-to-end solutions, we have access to various kinds of data throughout the entire value chain in the KOL ecosystem. We collect and analyze a significant amount of data daily, which enable us to provide better products and services to our fans, consumers, brands and other merchants, and to understand and meet their changing needs. In addition to our own efforts, we have invested in companies that develop AI solutions relevant to our business and operations, such as DeepFashion and Smart Fabric Detection. Our investments in technology have increased, and are expected to continue to increase, which will affect our ability to rapidly grow our business, respond to changing market demands and control our costs and expenses, and in turn will significantly affect our results of operations.

Key Components of Results of Operations

Total Net Revenues

Our net revenues primarily include (i) product sales revenues from sales of various fashion and lifestyle products to consumers through our KOL online stores under our full-service model and (ii) service revenues from provision of various KOL sales and advertising services to brands, online retailers and other merchants under our platform model. The following table sets forth the breakdown

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of our total net revenues, both in absolute amount and as a percentage of our total net revenues, for the periods presented:

	Fiscal Year Ended March 31,										Nine Months Ended December 31,

	2017				2018						2017				2018
	RMB		%		RMB		US$		%		RMB		%		RMB		US$		%
	(in thousands, except for percentages)
Net revenues:
Product sales under full-service model		572,445		99.1		912,512		132,720		96.3		728,126		96.9		755,862		109,935		88.3
Services under platform model		5,457		0.9		35,068		5,100		3.7		22,960		3.1		100,319		14,591		11.7

Total net revenues		577,902		100.0		947,580		137,820		100.0		751,086		100.0		856,181		124,526		100.0

We rely on KOLs to promote and sell products to fans and consumers as well as provide services to brands and other merchants on our KOL sales and marketing platform. The following table sets forth our key performance indicators under each business model as of the dates or during the period indicated:

	As of and for the fiscal year ended March 31,		As of and for the nine months ended December 31,

	2017	2018	2017	2018
*Full-Service Model*
Number of our KOLs serving such business model ⁽¹⁾	37	33	33	25
Number of our online stores	57	86	81	91
Number of orders placed through our online stores	5.1 million	7.5 million	6.2 million	5.6 million
GMV of our online stores	RMB1,236.3 million	RMB1,944.4 million	RMB1,614.9 million	RMB1,776.6 million
*Platform Model*
Number of our KOLs serving such business model ⁽¹⁾	18	57	50	101
Number of brands using our services	18	166	47	501
Number of third-party online stores ⁽²⁾	nil	6	7	28
GMV of third-party online stores ⁽³⁾	nil	RMB100.8 million	RMB72.8 million	RMB435.7 million

(1): Certain KOLs under our full-service model overlap with those under our platform model. On the other hand, our KOLs that were undergoing training and had not started generating GMV under either of our business models as of the relevant date were not included in these numbers.
(2): Includes third-party online stores to which we provide KOL sales services and KOL advertising services.
(3): Includes GMV from third-party online stores to which we only provide KOL sales services.

We expect that both of our product sales revenue and service revenue will continue to increase in absolute amounts as we continue to expand our overall business operations, while our service revenues as a percentage of our total net revenues will increase as we continue to accelerate the expansion of our platform model.

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Cost of Revenues

The table below sets forth a breakdown of our cost of revenues by business model for the periods indicated, both in absolute amount and as a percentage of our total net revenues:

	Fiscal Year Ended March 31,															Nine Months Ended December 31,

	2017						2018									2017						2018
	RMB			%			RMB			US$			%			RMB			%			RMB			US$			%
	(in thousands, except for percentages)
Cost of revenues:
Cost of product sales under full-service model		(362,609	)		(62.7	)		(625,263	)		(90,941	)		(66.0	)		(478,071	)		(63.7	)		(523,433	)		(76,130	)		(61.1	)
Cost of services under platform model		(2,619	)		(0.5	)		(18,122	)		(2,636	)		(1.9	)		(11,548	)		(1.5	)		(46,450	)		(6,756	)		(5.5	)

Total		(365,228	)		(63.2	)		(643,385	)		(93,577	)		(67.9	)		(489,619	)		(65.2	)		(569,883	)		(82,886	)		(66.6	)

Cost of product sales under our full-service model mainly consist of (i) purchase prices of products, including manufacturing fees and purchase price of fabrics and other materials, (ii) KOL service fees, and (iii) inventory write-downs.

Our cost of product sales primarily include:

•: Purchase prices of products amounted to RMB282.4 million and RMB479.7 million (US$69.8 million) for the fiscal years 2017 and 2018, respectively, and amounted to RMB367.4 million and RMB405.9 million (US$59.0 million) for the first three quarters of fiscal years 2018 and 2019, respectively;
•: Inventory write-downs amounted to RMB25.5 million and RMB42.1 million (US$6.1 million) for the fiscal years 2017 and 2018, respectively, and amounted to RMB28.1 million and RMB39.3 million (US$5.7 million) for the first three quarters of fiscal years 2018 and 2019, respectively; and
•: KOL service fees amounted to RMB54.7 million and RMB103.5 million (US$15.1 million) for the fiscal years 2017 and 2018, respectively, and amounted to RMB82.6 million and RMB78.2 million (US$11.4 million) for the first three quarters of fiscal years 2018 and 2019, respectively.

Cost of revenues under our full-service model does not include other direct costs related to product sales such as shipping costs, payroll and benefits of logistic staff or logistic centers, and rental expenses. Therefore, our cost of revenues may not be comparable to other companies which include such costs and expenses in their cost of revenues.

Cost of services under our platform model mainly consists of KOL service fees for providing sales and advertising services to third-party customers.

Our cost of revenues as a percentage of total net revenues increased from 63.2% for fiscal year 2017 to 67.9% for fiscal year 2018 primarily because of (i) increased inventory write-downs, and (ii) the fact that in fiscal year 2017, our top KOL was primarily entitled to a dividend distribution under the joint venture agreement entered into in 2016. In fiscal year 2018, we made a one-off adjustment to our commercial arrangement and paid more service fees to the KOL, which contributed to a RMB36.6 million increase in our total fees paid to KOLs and a decrease in dividend distribution to the KOL. Our cost of revenues as a percentage of total net revenues increased from 65.2% for the first three quarters of fiscal year 2018 to 66.6% for the first three quarters of fiscal year 2019. Such increase was primarily due to discounted sales and increased inventory write-downs of certain brands of apparel and cosmetic products in the first three quarters of fiscal year 2019, partially offset by the rapid expansion of our business under the platform model which generally requires lower cost of revenues as

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compared to product sales under the full-service model. We ceased sales of certain brands of apparel and cosmetic products in the full-service model in fiscal year 2019 and transformed such business into the platform model. In connection with such transition, we engaged in more discounted sales in order to dispose of our inventory and also increased our inventory write-downs, especially for discontinued products, in the first three quarters of fiscal year 2019. We expect that our cost of revenues will increase in absolute amount as we continue to expand our overall operations. Our cost of revenues as a percentage of total net revenues may or may not increase in future periods depending on various factors such as the relative revenue contributions from our full-service model and platform model, our pricing strategies, and changing market conditions.

Operating Expenses

Our operating expenses consist of fulfillment expenses, sales and marketing expenses, general and administrative expenses and other operating income/loss. The following table sets forth a breakdown of our operating expenses, both in absolute amount and as a percentage of our total net revenues, for the periods indicated:

	Fiscal Year Ended March 31,															Nine Months Ended December 31,

	2017						2018									2017						2018
	RMB			%			RMB			US$			%			RMB			%			RMB			US$			%
	(in thousands, except for percentages)
Operating expenses:
Fulfillment expenses		(69,412	)		(12.0	)		(100,071	)		(14,554	)		(10.6	)		(71,426	)		(9.5	)		(99,517	)		(14,474	)		(11.6	)
Sales and marketing expenses		(97,813	)		(16.9	)		(146,207	)		(21,265	)		(15.4	)		(112,068	)		(14.9	)		(158,393	)		(23,037	)		(18.5	)
General and administrative expenses		(67,106	)		(11.6	)		(130,978	)		(19,050	)		(13.8	)		(91,566	)		(12.2	)		(76,377	)		(11,109	)		(8.9	)
Other operating (loss) income		(168	)		(0.0	)		710			103			0.1			1,065			0.1			530			77			0.1

Total operating expenses		(234,499	)		(40.5	)		(376,546	)		(54,766	)		(39.7	)		(273,995	)		(36.5	)		(333,757	)		(48,543	)		(38.9	)

Fulfillment expenses

Fulfillment expenses consist primarily of (i) warehousing related expenses such as costs attributable to receiving, inspecting and warehousing inventories; and picking, packaging and preparing customer orders for shipment, (ii) shipping costs and (iii) compensation to our operation team in charge of our online stores, all of which relate to our product sales revenue. Our fulfillment expenses as a percentage of total net revenues decreased from 12.0% for fiscal year 2017 to 10.6% for fiscal year 2018, primarily due to increased economies of scale and operating efficiency of our warehousing and logistics operations. Our fulfillment expenses as a percentage of total net revenues increased from 9.5% for the first three quarters of fiscal year 2018 to 11.6% for the first three quarters of fiscal year 2019, primarily due to increased customer service costs as we engaged a third-party customer service provider to improve relevant services, our warehouse expansion and software upgrade, and increased international shipping costs as we increased imports of cosmetic products from overseas suppliers.

Sales and Marketing Expenses

Sales and marketing expenses consist primarily of expenses incurred for our advertising, marketing and brand promotion activities on various e-commerce platforms and social media. Our sales and marketing expenses as a percentage of total net revenues decreased from 16.9% for fiscal year 2017 to 15.4% for fiscal year 2018, primarily because our growth of total net revenues outweighed the increase in our sales and marketing expenses. Our sales and marketing expenses as a percentage of total net revenues increased from 14.9% for the first three quarters of fiscal year 2018 to 18.5% for the first

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three quarters of fiscal year 2019, primarily because we continued to expand our KOL base and steadily invest in our KOL identification, cultivation and professional support to further grow our KOL sales and advertising business under the platform model.

General and Administrative Expenses

General and administrative expenses consist primarily of compensation for employee involved in general corporate functions as well as expenses related to our IT department, which undertakes many of our research and development activities. Our general and administrative expenses as a percentage of total net revenues increased from 11.6% for fiscal year 2017 to 13.8% for fiscal year 2018, primarily due to a provision of RMB26.3 million for advance payments we made to one of our suppliers as we believe the recoverability of this advance payment is remote. Our general and administrative expenses as a percentage of total net revenues decreased from 12.2% for the first three quarters of fiscal year 2018 to 8.9% for the first three quarters of fiscal year 2019, primarily because we did not make any provision for advance payments to a supplier in the first three quarters of fiscal year 2019 as we did in the first three quarters of fiscal year 2018. This is because we were able to recoup a portion of the advances made to this supplier in the amount of RMB3.6 million while the remaining RMB22.7 million that was previously provided was written off for the current period. Our IT department related expenses consist primarily of compensation for employees involved in research and development activities, including Taobao data analytics, warehouse and ERP system development. Our IT department related expenses as a percentage of total net revenues increased from 0.6% for fiscal year 2017 to 1.2% for fiscal year 2018, and also slightly decreased from 1.3% for the first three quarters of fiscal year 2018 to 0.9% for the first three quarters of fiscal year 2019.

Other Operating (Income)/Loss

Other operating (income)/loss consists primarily of the income or losses from disposing our excess and obsolete raw materials.

Taxation

Cayman Islands

The Cayman Islands currently levies no taxes on individuals or corporations based upon profits, income, gains or appreciation and there is no taxation in the nature of inheritance tax or estate duty. There are no other taxes likely to be material to us levied by the government of the Cayman Islands except for stamp duties which may be applicable on instruments executed in, or brought within the jurisdiction of, the Cayman Islands. In addition, the Cayman Islands does not impose withholding tax on dividend payments.

Hong Kong

Our subsidiary in Hong Kong is subject to income tax at the rate of 16.5% on the estimated assessable profits arising in Hong Kong. For fiscal years 2017 and 2018, we did not make any provisions for Hong Kong profit tax as there were no assessable profits derived from or earned in Hong Kong for any of the periods presented.

PRC

Our PRC entities are subject to the statutory income tax rate of 25%, in accordance with the Enterprise Income Tax Law of the PRC, or the EIT Law, which was effective since January 1, 2008.

Dividends, interests, rent or royalties payable by our PRC entities to non-PRC resident enterprises, and proceeds from any such non-resident enterprise investor's disposition of assets (after deducting the

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net value of such assets), shall be subject to 10% EIT, namely withholding tax, unless the respective non-PRC resident enterprise's jurisdiction of incorporation has a tax treaty or arrangements with China that provides for a reduced withholding tax rate or an exemption from withholding tax. We do not plan to declare and pay dividends in the foreseeable future.

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 EIT 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—We may be classified as a "resident enterprise" for PRC enterprise income tax purposes, which could result in unfavorable tax consequences to us and our non-PRC shareholders".

Critical Accounting Policies

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 combined and 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 combined and consolidated financial statements and accompanying notes 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.

Revenue Recognition

We recognize revenue primarily from online sales of consumer products to followers of KOLs across various e-commerce platforms. Consistent with the criteria of ASC 605, Revenue Recognition, we recognize revenues when the following four revenue recognition criteria are met: (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred or services have been rendered, (iii) the selling price is fixed or determinable, and (iv) collectability is reasonably assured. The revenue is net of related business tax and surcharges.

We generate revenues from two revenue streams (i) product sales from sales of various fashion and lifestyle products to consumers through our KOL online stores under the full-service model and (ii) service revenues from provision of various KOL sales and advertising services to brands, online retailers and other merchants under the platform model.

Product Sales through Full-Service Model

We select and purchase goods from our suppliers and sell goods directly to customers through our online stores on various e-commerce platforms. Revenue from product sales is recognized either on a gross or net basis depending on whether we are (i) the primary obligor and are responsible to the customers for the key aspects of the fulfillment of the transaction including presales and after-sales

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services; (ii) bear the physical and general inventory risk once the products are delivered to our warehouse by our suppliers; (iii) have discretion in establishing price; and (iv) have credit risk. Predominantly all product sales revenue is recognized on a gross basis. Revenue from product sales is recorded on the combined and consolidated statements of comprehensive loss as product sales.

A majority of our customers make online payments through third-party payment platforms when they place orders on websites of our online stores. Product sales, net of return allowances, value added tax and related surcharges, are recognized when the funds are released from the third-party payment platforms to us which is the earlier of when (1) customers manually confirm their receipt of the products on the e-commerce platform or (2) ten days after delivery. Our sales are subject to potential returns, primarily given that we offer our online customers an unconditional right of return for a period of seven days upon receipt of products. Return allowances, which reduce revenue, are estimated based on historical data and industry practice we have maintained and our analysis of returns by categories of products, and are subject to adjustments to the extent that actual returns differ or are expected to differ. Historically, our returns have not been material since (1) customers would not manually confirm their receipt if the products do not meet their expectations, and (2) most sales are recognized in ten days after delivery which exceeds the unconditional right of return period of seven days.

Shipping and handling fees, if we charge them, are included in net revenues. We typically do not charge shipping and handling fees for orders exceeding a certain sale amount. Shipping and handling revenue has not been material for the periods presented.

Services through Platform Model

We serve as a platform in providing KOLs to brands, online retailers and other merchants for promotion of their products or services either on the KOLs' social media platforms or offline channels. Such services primarily include (i) advertising services through the KOLs' social media spaces that direct followers to the online stores owned and operated by third party online retailers; and (ii) sales services of KOLs to promote the merchant's products or services through the merchant's various commerce channels across a period of time. Fees from advertising services are fixed and pre-determined and fees from sales services are based on net revenue generated from third-party online stores. We recognize advertising services upon the completion of the performance of services or over the period during which the services are being performed. We recognize sales services over the period during which the services are being provided.

Inventories

Inventory is stated at the lower of cost or net realizable value. Cost of inventory is determined using the weighted average cost method. Valuation of inventories is based on currently available information about expected recoverable value. The estimate is dependent upon factors such as whether the goods are returnable to vendors, inventory aging, historical and forecasted consumer demand, and promotional environment. Ending balance of the inventory write down as a percentage of gross inventory was 9.8% and 17.4% as of March 31, 2017 and 2018, respectively, and was 12.7% and 26.6% as of December 31, 2018 and 2019, respectively. We assess the inventory write-down based on different product categories and apply certain percentages based on the aging of slow-moving merchandise. We have general inventory write-down of different percentages applied to our goods within the different aging categories. In addition to general write-downs, under certain circumstances, specific write-downs will also be applied to goods if assessed to be needed based on the factors mentioned above.

Income Taxes

Current income taxes are provided on the basis of net income for financial reporting purposes, adjusted for income and expense items which are not assessable or deductible for income tax purposes,

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in accordance with the regulations of the relevant tax jurisdictions. We follow the asset and liability method of accounting for income taxes.

Under this method, deferred income taxes are recognized for temporary differences between the tax bases of assets and liabilities and their reported amount in the combined and consolidated financial statements, net operating loss carry-forwards and credits by applying enacted tax rates applicable to future years. 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 realized or settled. The effect on deferred tax assets and liabilities of changes in tax rates is recognized in the statement of comprehensive loss in the period of the enactment of the change.

The actual benefits that are ultimately realized may differ from estimates. As each audit is concluded, adjustments, if any, are recorded in the financial statements in the period in which the audit is concluded. Additionally, in future periods, changes in facts, circumstances and new information may require us to adjust the recognition and measurement estimates with regard to individual tax positions. Changes in recognition and measurement estimates are recognized in the period in which the changes occur. As of March 31, 2017 and 2018 and December 31, 2018, we did not have any significant unrecognized uncertain tax positions.

Internal Control Over Financial Reporting

Prior to this offering, we have been a private company with limited accounting personnel and other resources to address our internal controls and procedures. In the course of auditing our combined and consolidated financial statements as of and for the fiscal year ended March 31, 2018, we and our independent registered public accounting firm identified two "material weaknesses" in our internal control over financial reporting, as defined in the standards established by the Public Company Accounting Oversight Board of the United States, and other control deficiencies. A "material weakness" is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

The material weaknesses identified related to (i) lack of sufficient accounting personnel with U.S. GAAP knowledge and SEC financial reporting requirements and lack of accounting policies and procedures relating to financial reporting in accordance with U.S. GAAP, and (ii) lack of formal risk assessment process over financial reporting and internal control framework.

We are in the process of implementing a number of measures to address these material weaknesses identified, including:

•: hiring additional competent and qualified accounting and reporting personnel with appropriate knowledge and experience of U.S. GAAP and SEC financial reporting requirements and developing an ongoing program to provide sufficient and additional appropriate training to our accounting staff;
•: formulating internal accounting and internal control guidance on U.S. GAAP and SEC financial reporting requirements; and
•: establishing a group-wide risk assessment process which identifies risks arising from both internal and external events and developing an overall internal control framework and maintain related documents for group level as well as each major business line.

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However, we cannot assure you that we will be able to remediate our material weaknesses in a timely manner. See "Risk Factors—Risks Relating to Our Business and Industry—If we fail to implement and maintain an effective system of internal control to remediate our material weakness over financial reporting, we may be unable to accurately report our results of operations, meet our reporting obligations or prevent fraud".

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

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Results of Operations

The following tables set forth a summary of our combined and consolidated results of operations for the periods presented, in absolute amount and as a percentage of our total net revenues.

	Fiscal Year Ended March 31,															Nine Months Ended December 31,

	2017						2018									2017						2018
	RMB			%			RMB			US$			%			RMB			%			RMB			US$			%
	(in thousands, except for percentages)
Net revenues:
Product sales		572,445			99.1			912,512			132,720			96.3			728,126			96.9			755,862			109,935			88.3
Services		5,457			0.9			35,068			5,100			3.7			22,960			3.1			100,319			14,591			11.7

Total net revenues		577,902			100.0			947,580			137,820			100.0			751,086			100.0			856,181			124,526			100.0

Cost of revenues:
Cost of product sales		(362,609	)		(62.7	)		(625,263	)		(90,941	)		(66.0	)		(478,071	)		(63.7	)		(523,433	)		(76,130	)		(61.1	)
Cost of services		(2,619	)		(0.5	)		(18,122	)		(2,636	)		(1.9	)		(11,548	)		(1.5	)		(46,450	)		(6,756	)		(5.5	)

Total cost of revenue		(365,228	)		(63.2	)		(643,385	)		(93,577	)		(67.9	)		(489,619	)		(65.2	)		(569,883	)		(82,886	)		(66.6	)

Gross Profit		212,674			36.8			304,195			44,243			32.1			261,467			34.8			286,298			41,640			33.4
Operating expenses:
Fulfillment expenses		(69,412	)		(12.0	)		(100,071	)		(14,554	)		(10.6	)		(71,426	)		(9.5	)		(99,517	)		(14,474	)		(11.6	)
Sales and marketing expenses		(97,813	)		(16.9	)		(146,207	)		(21,265	)		(15.4	)		(112,068	)		(14.9	)		(158,393	)		(23,037	)		(18.5	)
General and administrative expenses		(67,106	)		(11.6	)		(130,978	)		(19,050	)		(13.8	)		(91,566	)		(12.2	)		(76,377	)		(11,109	)		(8.9	)
Other operating (loss) income, net		(168	)		—			710			103			0.1			1,065			0.1			530			77			0.1

Loss from operations		(21,825	)		(3.7	)		(72,351	)		(10,523	)		(7.6	)		(12,528	)		(1.7	)		(47,459	)		(6,903	)		(5.5	)
Interest income		42			—			88			13			—			55			0.0			398			58			0.0
Interest expense		(1,574	)		(0.3	)		—			—			—			—			—			(107	)		(15	)		(0.0	)
Foreign exchange gain (loss)		56			—			(241	)		(35	)		—			(143	)		(0.0	)		71			10			0.0

Loss before income taxes		(23,301	)		(4.0	)		(72,504	)		(10,545	)		(7.6	)		(12,616	)		(1.7	)		(47,097	)		(6,850	)		(5.5	)
Income tax expenses		(15,243	)		(2.6	)		(15,843	)		(2,304	)		(1.7	)		(12,462	)		(1.7	)		(9,479	)		(1,379	)		(1.1	)
Loss from equity method investees		(1,593	)		(0.3	)		(1,607	)		(234	)		(0.2	)		(1,055	)		(0.1	)		(927	)		(135	)		(0.1	)

Net loss		(40,137	)		(6.9	)		(89,954	)		(13,083	)		(9.5	)		(26,133	)		(3.5	)		(57,503	)		(8,364	)		(6.7	)

The First Three Quarters of Fiscal Year 2019 Compared to the First Three Quarters of Fiscal Year 2018

Net revenues. Our total net revenues increased by 14.0% from RMB751.1 million for the first three quarters of fiscal year 2018 to RMB856.2 million (US$124.5 million) for the first three quarters of fiscal year 2019.

•: Product sales. Our product sales revenue increased by 3.8% from RMB728.1 million for the first three quarters of fiscal year 2018 to RMB755.9 million (US$109.9 million) for the first three

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quarters of fiscal year 2019. While the sales of our self-designed products on our online stores continued to grow as a result of the booming internet KOL e-commerce economy in China, we ceased sales of certain brands of apparel and cosmetic products in the full-service model in fiscal year 2019 and transformed such business into the platform model. In particular, the increase in our product sales revenue was attributable to the following factors:

(i) an increase in GMV sold in our online stores from RMB1,614.9 million for the first three quarters of fiscal year 2018 to RMB1,776.6 million for the first three quarters of fiscal year 2019, primarily as a result of an increase in GMV of RMB130.0 million attributable to our top-tier KOLs; and

(ii) an increase in GMV per KOL from RMB48.9 million per KOL for the first three quarters of fiscal year 2018 to RMB71.1 million per KOL for the first three quarters of fiscal year 2019, primarily because the number of top-tier KOLs and established KOLs who generated more GMV in the full-service model remained the same, while the number of emerging KOLs serving the full-service model decreased from 23 as of December 31, 2017 to 15 as of December 31, 2018.

At the same time, the following factors contributed to the slower growth of our product sales revenue as we focused more on expanding our business under the platform model:

(i) the number of our KOLs serving the full-service model decreased from 33 in the first three quarters of fiscal year 2018 to 25 in the same period of fiscal year 2019; and

(ii) the number of orders we fulfilled decreased from 6.2 million in the first three quarters of fiscal year 2018 to 5.7 million in the same period of fiscal year 2019, primarily as a result of a decrease of 0.4 million orders fulfilled attributable to our emerging KOLs and a decrease of 0.2 million orders fulfilled attributable to our established KOLs, partially offset by an increase in 0.1 million orders fulfilled attributable to our top-tier KOLs.

•: Services. Our service revenues increased by approximately 3.4 times from RMB23.0 million for the first three quarters of fiscal year 2018 to RMB100.3 million (US$14.6 million) for the first three quarters of fiscal year 2019, primarily due to (i) an increase in the number of KOLs under our platform model from 50 as of December 31, 2017 to 101 as of December 31, 2018, (ii) an increase in the number of brands with which we cooperated in our advertising and marketing business from 47 as of December 31, 2017 to 501 as of December 31, 2018.

Cost of Revenues. Our cost of revenues increased by 16.4% from RMB489.6 million for the first three quarters of fiscal year 2018 to RMB569.9 million (US$82.9 million) for the first three quarters of fiscal year 2019, primarily due to (i) an increase in cost of product sales through our full-service model from RMB478.1 million for the first three quarters of fiscal year 2018 to RMB523.4 million (US$76.1 million) for the first three quarters of fiscal year 2019, as a result of an increase in our volume of product sales, and (ii) an increase in cost of services through our platform model from RMB11.5 million for the first three quarters of fiscal year 2018 to RMB46.5 million (US$6.8 million) for the first three quarters of fiscal year 2019, as a result of the rapid growth of our KOL advertising business. Such increases were in line with the expansion of our business.

Gross Profit. Our gross profit increased by 9.5% from RMB261.5 million for the first three quarters of fiscal year 2018 to RMB286.3 million (US$41.6 million) for the first three quarters of fiscal year 2019 as we continued to grow our business. Our gross margin decreased from 34.8% for the first three quarters of fiscal year 2018 to 33.4% for the first three quarters of fiscal year 2019, primarily because the gross margin of our online product sales decreased from 34.3% to 30.8% due to discounted sale and increased inventory write-downs of certain apparel products in the first three quarters of fiscal year 2019. We ceased sales of certain brands of apparel and cosmetic products in full-service model in fiscal year 2019 and transformed such business into the platform model. In connection

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with such transition, we engaged in more discounted sales in order to dispose of our inventory and also increased our inventory write-downs, especially for discontinued products, in the first three quarters of fiscal year 2019. As we may adjust our business models from time to time in response to market conditions, we could record additional inventory write-downs in the future, and the amount of such write-downs, if any, will depend on various factors that may be beyond our control and unpredictable. The decrease was partially offset by (i) the increased proportion of our total net revenues attributable to services under the platform model which had higher gross margin than product sales, and (ii) an increase in the gross margin of our services from 49.7% for the first three quarters of fiscal year 2018 to 53.7% for the first three quarters of fiscal year 2019, as we signed more emerging KOLs in the first three quarters of fiscal year 2019 whose service fees as a percentage of our service revenues is lower than that of top-tier KOLs and established KOLs.

Operating expenses. Our total operating expenses increased by 21.8% from RMB274.0 million for the first three quarters of fiscal year 2018 to RMB333.8 million (US$48.5 million) for the first three quarters of fiscal year 2019, primarily due to the following:

•: Fulfillment expenses. Our fulfillment expenses increased by 39.4% from RMB71.4 million for the first three quarters of fiscal year 2018 to RMB99.5 million (US$14.5 million) for the first three quarters of fiscal year 2019, primarily due to increased customer service costs as we engaged a third-party customer service provider to improve relevant services, our warehouse expansion and software upgrade, and increased international shipping costs as we increased import of cosmetic products from overseas suppliers.
•: Sales and marketing expenses. Our sales and marketing expenses increased by 41.3% from RMB112.1 million for the first three quarters of fiscal year 2018 to RMB158.4 million (US$23.0 million) for the first three quarters of fiscal year 2019, primarily due to increased salaries paid to our KOL cultivation team and expenses relating to KOL support and training because we continued to invest in identifying and cultivating new KOLs to serve our platform model while we experienced growth in our KOL sales business and KOL advertising business.
•: General and administrative expenses. Our general and administrative expenses decreased by 16.6% from RMB91.6 million for the first three quarters of fiscal year 2018 to RMB76.4 million (US$11.1 million) for the first three quarters of fiscal year 2019, primarily because we did not make any provision for advance payments to a supplier in the first three quarters of fiscal year 2019 as we did in the first three quarters of fiscal year 2018. This is because we were able to recoup a portion of the advances made to this supplier in the amount of RMB3.6 million while the remaining RMB22.7 million previously provided was written off for the current period.
•: Other operating (income) loss, net. Our other operating income decreased by 54.5% from RMB1.1 million for the first three quarters of fiscal year 2018 to RMB0.5 million (US$0.1 million) for the first three quarters of fiscal year 2019, because we had fewer overstock fabrics and raw materials, and therefore, generated less income from disposing them in the first three quarters of fiscal year 2019.

Interest income. Our interest income increased more than six times from RMB0.06 million for the first three quarters of fiscal year 2018 to RMB0.4 million (US$0.06 million) for the first three quarters of fiscal year 2019, primarily due to a larger amount of interest earned on our bank deposits in the first three quarters of fiscal year 2019.

Interest expense. Our interest expense increased from nil for the first three quarters of fiscal year 2018 to RMB0.1 million (US$0.02 million) for the first three quarters of fiscal year 2019, primarily due to the interest incurred on loans we borrowed.

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Foreign exchange gain (loss). We imported certain cosmetic products from Hong Kong and entered into a few transactions and settlements in foreign currencies. As a result, we recorded a foreign exchange loss of RMB0.1 million for the first three quarters of fiscal year 2018 and a foreign exchange gain of RMB0.07 million (US$0.01 million) for the first three quarters of fiscal year 2019.

Income tax expense. Our income tax expense decreased by 24% from RMB12.5 million for the first three quarters of fiscal year 2018 to RMB9.5 million (US$1.4 million) for the first three quarters of fiscal year 2019.

Loss from equity method investments. We recorded loss from equity method investments of approximately RMB1.1 million for the first three quarters of fiscal year 2018 and RMB0.9 million (US$0.1 million) for the first three quarters of fiscal year 2019.

Net loss. As a result of the foregoing, our net loss increased by 120.3% from RMB26.1 million for the first three quarters of fiscal year 2018 to RMB57.5 million (US$8.4 million) for the first three quarters of fiscal year 2019.

Fiscal Year 2018 Compared to Fiscal Year 2017

Net revenues. Our total net revenues increased by 64.0% from RMB577.9 million for fiscal year 2017 to RMB947.6 million (US$137.8 million) for fiscal year 2018.

•

Product sales. Our product sales revenue increased by 59.4% from RMB572.4 million for fiscal year 2017 to RMB912.5 million (US$132.7 million) for fiscal year 2018 primarily due to a strong growth of internet KOL economy and internet KOL e-commerce in China as well as an increasing number of our KOLs from 62 as of March 31, 2017 to 83 as of March 31, 2018, both of which had driven the increase in our orders fulfilled and GMV of our product sales under full-service model. In particular, the increase in our product sales revenue was attributable to the following factors in descending order of contribution:

(i): an increase in the number of orders we fulfilled from 5.1 million in fiscal year 2017 to 7.5 million in fiscal year 2018, primarily as a result of an increase of 1.4 million orders fulfilled attributable to our top-tier KOLs and an increase of 0.8 million orders fulfilled attributable to our established KOLs;
(ii): an increase in GMV sold in our online stores from RMB33.4 million per KOL in fiscal year 2017 to RMB58.9 million per KOL in fiscal year 2018, primarily as a result of an increase in GMV of RMB583.1 million attributable to our top-tier KOLs and an increase in GMV of RMB182.1 million attributable to our established KOLs; and
(iii): an increase in the number of online stores from 57 as of March 31, 2017 to 86 as of March 31, 2018, which resulted in an increase of 0.1 million orders fulfilled attributable to our top-tier KOLs and an increase of 0.3 million orders fulfilled attributable to our emerging KOLs.

While we anticipate that our top-tier KOLs will continue to contribute a majority of our total GMV and revenue in the near future, we expect that their contribution as a percentage of our total GMV and revenue will likely decrease as we strive to explore and expand monetization channels for established KOLs and emerging KOLs. For the associated risks, please see "Risk Factors—Risks Relating to Our Business and Industry—A substantial portion of our GMV and revenue is generated from online stores opened in the names of a limited number of KOLs. We may experience a decrease in purchases on our online stores."

•: Services. Our service revenues increased by approximately 5.4 times from RMB5.5 million for fiscal year 2017 to RMB35.1 million (US$5.1 million) for fiscal year 2018 primarily due to (i) an

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increase in the number of KOLs under our platform model from 18 as of March 31, 2017 to 57 as of March 31, 2018, (ii) an increase in the number of brands we cooperated with from 18 as of March 31, 2017 to 166 as of March 31, 2018.

Cost of Revenues. Our cost of revenues increased by 76.2% from RMB365.2 million for fiscal year 2017 to RMB643.4 million (US$93.6 million) for fiscal year 2018, primarily due to (i) an increase in cost of product sales through our full-service model from RMB362.6 million for fiscal year 2017 to RMB625.3 million (US$90.9 million) for fiscal year 2018, as a result of an increase in our volume of product sales, and (ii) an increase in cost of services through our platform model from RMB2.6 million for fiscal year 2017 to RMB18.1 million (US$2.6 million) for fiscal year 2018, as a result of a rapid growth of our KOL advertising business. Such increases were in line with the expansion of our business.

Gross Profit. Our gross profit increased by 43.0% from RMB212.7 million for fiscal year 2017 to RMB304.2 million (US$44.2 million) for fiscal year 2018 as we continued to grow our operating scale. However, our gross margin decreased from 36.8% for fiscal year 2017 to 32.1% for fiscal year 2018, primarily because (i) we increased inventory write-downs, and (ii) in fiscal year 2017, our top KOL was primarily entitled to dividend distribution under the joint venture agreement entered into in 2016. In fiscal year 2018, we made a one-off adjustment to our commercial arrangement and paid more service fees to the KOL, which contributed to a RMB36.6 million increase in our total fees paid to KOLs and a decrease in dividend distribution to the KOL.

Operating expenses. Our total operating expenses increased by 60.6% from RMB234.5 million for fiscal year 2017 to RMB376.5 million (US$54.8 million) for fiscal year 2018, primarily due to the following changes:

•: Fulfillment expenses. Our fulfillment expenses increased by 44.2% from RMB69.4 million for fiscal year 2017 to RMB100.1 million (US$14.6 million) for fiscal year 2018, primarily due to a significant increase in our product sales volume in fiscal year 2018. However, fulfillment expenses as a percentage of our total net revenues decreased from 12.0% for fiscal year 2017 to 10.6% for fiscal year 2018, primarily due to increased economics of scale and operating efficiency of our warehousing and logistics operations.
•: Sales and marketing expenses. Our sales and marketing expenses increased by 49.5% from RMB97.8 million for fiscal year 2017 to RMB146.2 million (US$21.3 million) for fiscal year 2018, because we opened a number of new online stores in fiscal year 2018 and we paid more service fees to e-commerce platforms and social media for promoting our new online stores.
•: General and administrative expenses. Our general and administrative expenses increased by 95.2% from RMB67.1 million for fiscal year 2017 to RMB131.0 million (US$19.1 million) for fiscal year 2018, primarily due to an increase in salaries and other welfare payments paid to our officers and employees as a result of the increased number of our officers and employees. Such increase was in line with the expansion of our business operations.
•: Other operating (income) loss, net. We recorded other operating loss of RMB0.2 million for fiscal year 2017, as we suffered losses from disposing some obsolete raw materials. We recorded operating income of RMB0.7 million (US$0.1 million) for fiscal year 2018, because we made profits from selling excess raw materials.

Interest income. Our interest income increased by 125% from RMB0.04 million for fiscal year 2017 to RMB0.09 million (US$0.01 million) for fiscal year 2018, primarily due to a larger amount of interest earned on our bank deposits in fiscal year 2018.

Interest expense. Our interest expense decreased by 100.0% from RMB1.6 million for fiscal year 2017 to nil for fiscal year 2018, primarily due to the interest incurred on loans we borrowed in 2017.

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Foreign exchange gain (loss). We imported certain cosmetic products from Hong Kong and entered into a few transactions and settlements in foreign currencies. As such, we recorded foreign exchange gain of RMB0.06 million for fiscal year 2017 and foreign exchange loss of RMB0.2 million (US$0.03 million) for fiscal year 2018.

Income tax expense. Our income tax expense increased by 3.9% from RMB15.2 million for fiscal year 2017 to RMB15.8 million (US$2.3 million) for fiscal year 2018, primarily due to an increase in our taxable income.

Loss from equity method investments. We recorded loss from equity method investments of approximately RMB1.6 million (US$0.2 million) for each of fiscal year 2017 and 2018 primarily due to losses incurred by Damei Fashion (Shanghai) Culture Media Co., Ltd, or Damei Fashion, in which we own a 41% equity interest.

Net loss. As a result of the foregoing, our net loss increased by 124.4% from RMB40.1 million for fiscal year 2017 to RMB90.0 million (US$13.1 million) for fiscal year 2018.

Selected Quarterly Results of Operations

The following table sets forth our combined and consolidated quarterly results of operations for the periods indicated. You should read the following table in conjunction with our audited combined and consolidated financial statements and related notes included elsewhere in this prospectus. We have prepared combined and consolidated quarterly financial information on the same basis as our audited combined and consolidated financial statements. The combined and consolidated quarterly financial information includes all adjustments, consisting only of normal and recurring adjustments, that we consider necessary for a fair representation of our operating results for the quarters presented.

	For the three months ended

	June 30, 2016			September 30, 2016			December 31, 2016			March 31, 2017			June 30, 2017			September 30, 2017			December 31, 2017			March 31, 2018			June 30, 2018			September 30, 2018			December 31, 2018
	1st quarter FY 2017			2nd quarter FY 2017			3rd quarter FY 2017			4th quarter FY 2017			1st quarter FY 2018			2nd quarter FY 2018			3rd quarter FY 2018			4th quarter FY 2018			1st quarter FY 2019			2nd quarter FY 2019			3rd quarter FY 2019
	(RMB in thousands)
Net revenues
Product sales		72,391			114,015			247,809			138,230			158,904			173,603			395,619			184,386			211,210			202,897			341,755
Services		220			561			3,337			1,339			4,110			6,597			12,253			12,108			21,730			35,055			43,534

Total net revenues		72,611			114,576			251,146			139,569			163,014			180,200			407,872			196,494			232,940			237,952			385,289
Cost of revenues
Cost of product sales		(33,232	)		(73,454	)		(170,510	)		(85,413	)		(109,460	)		(101,578	)		(267,033	)		(147,192	)		(166,848	)		(137,679	)		(218,906	)
Cost of services		(96	)		(248	)		(1,776	)		(499	)		(1,292	)		(4,579	)		(5,677	)		(6,574	)		(8,319	)		(19,389	)		(18,742	)

Total cost of revenues		(33,328	)		(73,702	)		(172,286	)		(85,912	)		(110,752	)		(106,157	)		(272,710	)		(153,766	)		(175,167	)		(157,068	)		(237,648	)

Gross profit		39,283			40,874			78,860			53,657			52,262			74,043			135,162			42,728			57,773			80,884			147,641
Operating expenses:
Fulfillment		(11,000	)		(17,652	)		(21,398	)		(19,362	)		(18,354	)		(18,964	)		(34,108	)		(28,645	)		(31,172	)		(30,333	)		(38,012	)
Sales and marketing		(9,919	)		(23,640	)		(36,228	)		(28,026	)		(23,372	)		(32,907	)		(55,789	)		(34,139	)		(43,185	)		(44,371	)		(70,837	)
General and administrative		(12,493	)		(15,482	)		(18,638	)		(20,493	)		(26,099	)		(31,589	)		(33,878	)		(39,412	)		(30,632	)		(21,121	)		(24,624	)
Other operating (loss) income, net		5			—			52			(225	)		392			61			612			(355	)		121			(22	)		431

Income (loss) from operations		5,876			(15,900	)		2,648			(14,449	)		(15,171	)		(9,356	)		11,999			(59,823	)		(47,095	)		(14,963	)		14,599
Interest income		2			7			20			13			20			9			26			33			154			72			172
Interest expense		(92	)		(42	)		(1,170	)		(270	)		—			—			—			—			—			(107	)		—
Foreign exchange gain (loss)		—			—			(3	)		59			(173	)		(50	)		80			(98	)		17			30			24

Income (loss) before income taxes		5,786			(15,935	)		1,495			(14,647	)		(15,324	)		(9,397	)		12,105			(59,888	)		(46,924	)		(14,968	)		14,795
Income tax expense		(2,924	)		(2,463	)		(8,235	)		(1,621	)		(3,371	)		(2,067	)		(7,024	)		(3,381	)		(2,390	)		(2,853	)		(4,236	)
Share of loss in equity method investments		—			—			—			(1,593	)		(718	)		(330	)		(7	)		(552	)		52			(447	)		(532	)

Net income (loss)		2,862			(18,398	)		(6,740	)		(17,861	)		(19,413	)		(11,794	)		5,074			(63,821	)		(49,262	)		(18,268	)		10,027

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Net Revenues. The growth of our quarterly net revenues in the first three quarters of each fiscal year was primarily driven by an increase in our sales. The substantial growth of our quarterly net revenues in the third quarter of each fiscal year primarily resulted from higher sales on Singles Day in November, Double Twelve in December and sales of fall and winter apparel, which typically had a higher average selling price than spring and summer apparel.

Cost of Revenues. The increase and decrease in our quarterly cost of revenues was in line with the increase and decrease of our net revenues, except that in the second quarter of fiscal years 2018 and 2019, our quarterly cost of revenues decreased because inventory write-downs decreased in the second quarter as we recorded higher inventory write-downs in the first quarter for our winter apparel products.

Operating Expenses. The growth of our quarterly operating expenses was primarily driven by the increase in our sales and marketing expenses and, to a lesser extent, the increase in our fulfillment expenses. Our quarterly sales and marketing expenses generally increased in the first three quarters and peaked in the third quarter because we typically invested in more sales and marketing efforts to drive our GMV on Singles Day in November.

Liquidity and Capital Resources

Our primary sources of liquidity have been contributions by our shareholders, which have historically been sufficient to meet our working capital and capital expenditure requirements. As of December 31, 2018, we had cash and cash equivalents of RMB156.5 million (US$22.8 million) and restricted cash of RMB14.9 million (US$2.2 million). Our cash and cash equivalents consist of cash on hand and demand deposits and principal-secured floating rate financial instruments which are unrestricted as to withdrawal and use and have original maturities of three months or less when purchased. Our restricted cash represents amounts held by banks, which are not available for our general use, as security for bank acceptance bills. Upon the repayment of bank acceptance bills which generally occur within one year, the deposits will be released by the bank and will become available for our general use.

As of December 31, 2018, we had loans payable to Hangzhou Ruhnn of RMB559.0 million (US$81.3 million), which are expected to be repaid to Hangzhou Ruhnn, then paid by Hangzhou Ruhnn to its institutional investors as return of their original Renminbi investments, and then paid by these investors to our company as subscription price for our shares already issued to them, each as part of the Equity Restructuring, and therefore are not expected to result in a net use of cash to us. The restructuring agreements allow Hangzhou Ruhnn to return such investments in installments, Hangzhou Ruhnn will not be required to pay the next installment until the subscription price that equals the previous installment has been paid by the relevant investor to us. Due to the arrangement, we only need to fund the first installment of the repayment amounting to RMB50.0 million and the source of the first installment is expected to be the cash on hand, bank facilities and financing support from one of the investors of Hangzhou Ruhnn. The funding of each of the remaining installments will be the subscription price paid by the institutional investors to us as a result of our previous installment payment.

In fiscal year 2017 and 2018 and for the first three quarters of fiscal year 2019, Hangzhou Dayi declared cash dividends of RMB28.0 million, nil and RMB35.0 million, respectively, of which RMB13.7 million, nil and RMB17.1 million, respectively, had been distributed to ZHANG Yi, one of our top KOLs and the only non-controlling shareholder of Hangzhou Dayi, while the remaining amount of RMB14.3 million, nil and RMB17.9 million, respectively, had been distributed to our wholly owned subsidiary.

For fiscal years 2017 and 2018, we incurred net losses of RMB40.1 million and RMB90.0 million, respectively, and negative cash flows from operations of RMB240.5 million and RMB27.6 million,

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respectively. For the first three quarters of fiscal years 2018 and 2019, we incurred net losses of RMB26.1 million and RMB57.5 million (US$8.4 million), respectively. These factors raise substantial doubt about our ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern. These factors are mitigated by the following plans and actions: (i) as of December 31, 2018, we had payable to Hangzhou Ruhnn of RMB559.0 million (US$81.3 million) which are expected to be repaid to Hangzhou Ruhnn and returned as a capital contribution to our company as part of the Equity Restructuring, and therefore are not expected to result in a net use of cash, (ii) an unconditional line of credit of RMB50.0 million was granted to us by a commercial bank in the PRC in July 2018, and (iii) a letter of support of RMB50.0 million in financing was committed by one of our investors in February 2019. Based on the above, we believe our cash and cash equivalents and cash generated from our operations will provide sufficient liquidity to fund our current obligations, projected working capital requirements and capital spending requirements for at least the next 12 months.

However, we may require additional cash resources due to changing business conditions or other future developments, including any investments or acquisitions we may decide to selectively pursue. If our existing cash resources are insufficient to meet our requirements, we may sell equity or debt securities or borrow from banks. We cannot assure you that financing will be available in the amounts we need or on terms acceptable to us, if at all. The sale of additional equity securities, including convertible debt securities, would result in additional dilution to our shareholders. The incurrence of indebtedness and issuance of debt securities would result in debt service obligations and could result in operating and financial covenants that restrict our operations and our ability to pay dividends to our shareholders.

As a holding company with no material operations of our own, we are a corporation separate and apart from our subsidiaries and our VIEs and, therefore, must provide for our own liquidity. We conduct our operations in China primarily through our PRC subsidiary and VIEs. As a result, our ability to pay dividends and to finance any debt we may incur depends upon dividends paid by our subsidiaries. If our PRC subsidiary or any newly formed PRC subsidiary incur debt on its own behalf in the future, the instruments governing its debt may restrict its ability to pay dividends to us. In addition, our PRC subsidiary is permitted to pay dividends to us only out of its retained earnings, if any, as determined in accordance with Chinese accounting standards and regulations. Under applicable PRC laws and regulations, our PRC subsidiary is required to set aside a portion of its after-tax profits each year to fund certain statutory reserves, and funds from such reserves may not be distributed to us as cash dividends except in the event of liquidation of such subsidiaries. These statutory limitations affect, and future covenant debt limitations might affect, our PRC subsidiary's ability to pay dividends to us. We currently believe that such limitations will not impact our ability to meet our ongoing short-term cash obligations although such limitations could affect our ability in the future to meet our short-term cash obligations and to distribute dividends to our shareholders. See "Risk Factors—Risks Relating to Doing Business in China—We rely on dividends paid by our subsidiaries for our cash needs, and any limitation on the ability of our subsidiaries to make payments to us could have a material and adverse effect on our ability to conduct our business."

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

	Fiscal Year Ended March 31,									Nine Months Ended December 31,

	2017			2018						2017			2018
	RMB			RMB			US$			RMB			RMB			US$
	(in thousands)
Summary Combined and Consolidated Cash Flow:
Net cash used in operating activities		(240,532	)		(27,575	)		(4,011	)		54,031			45,738			6,653
Net cash used in investing activities		(10,133	)		(1,949	)		(283	)		(1,739	)		(3,074	)		(447	)
Net cash provided by financing activities		272,034			39,077			5,683			(9,967	)		97,798			14,224

Net increase in cash, cash equivalents and restricted cash		21,369			9,553			1,389			42,325			140,462			20,430
Cash, cash equivalents and restricted cash at beginning of the year/period		—			21,369			3,108			21,369			30,922			4,497

Cash, cash equivalents and restricted cash at end of the year/period		21,369			30,922			4,497			63,694			171,384			24,927

Operating Activities

Net cash generated from operating activities was RMB45.7 million (US$6.7 million) for the first three quarters of fiscal year 2019, primarily due to net loss of RMB57.5 million (US$8.4 million), adjusted to add back inventory write-downs of RMB37.7 million (US$5.5 million), depreciation and amortization of RMB2.6 million (US$0.4 million), loss on disposal of property and equipment of RMB0.6 million (US$0.08 million) and loss from equity method investees of RMB0.9 million (US$0.1 million), and adjusted to deduct reversal for doubtful accounts of RMB3.2 million (US$0.5 million). The amount was further adjusted by changes in itemized balances of operating assets and liabilities that have a negative effect on cash flow, including primarily (i) a decrease in notes payable of RMB17.5 million (US$2.5 million), because we settled certain payments with suppliers using bank acceptance bills, (ii) an increase in accounts receivable of RMB12.7 million (US$1.8 million) as we expanded our platform model, and (iii) an increase in advances to suppliers of RMB12.1 million (US$1.8 million), because we received more orders and had to purchase more fabrics and raw materials from our suppliers, as well as certain changes in itemized balances of operating assets and liabilities that have a positive effect on cash flow, including primarily (i) an increase in accounts payable of RMB76.9 million (US$11.2 million), because we had to pay more bills due to our suppliers and business partners as a result of our business expansion, (ii) an increase in accrued salary and benefits of RMB14.9 million (US$2.2 million) due to an increase in the number of our employees and a salary raise, and (iii) an increase in accrued expenses and other current liabilities of RMB14.8 million (US$2.1 million), primarily attributable to an increase in the VAT payable of RMB12.1 million (US$1.8 million).

Net cash used in operating activities was RMB27.6 million (US$4.0 million) for fiscal year 2018, primarily due to net loss of RMB90.0 million (US$13.1 million), adjusted to add back inventory write-down of RMB42.1 million (US$6.1 million), provision for allowance of doubtful accounts of RMB26.8 million (US$3.9 million), depreciation and amortization of RMB2.3 million (US$0.3 million) and loss from equity method investees of RMB1.6 million (US$0.2 million). The amount was further adjusted by changes in itemized balances of operating assets and liabilities that have a negative effect on cash flow, including primarily (i) an increase in inventories of RMB127.9 million (US$18.6 million), due to an increase in the number of our online stores as a result of the growth of our full-service model, (ii) an increase in advances to suppliers of RMB10.0 million (US$1.5 million), because we

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received more orders and had to purchase more fabrics and raw materials from our suppliers, and (iii) an increase in accounts receivable of RMB6.3 million (US$0.9 million), due to an increase in service fees due from our brand customers as a result of the growth of our KOL advertising services, as well as certain changes in itemized balances of operating assets and liabilities that have a positive effect on cash flow, including primarily (i) an increase in notes payable of RMB47.1 million (US$6.9 million), because we settled certain amount of payment with suppliers using banks' acceptance bills, (ii) an increase in amounts due to related parties of RMB44.0 million (US$6.4 million), due to the increase of payable for services provided by Hangzhou Ruhnn and Dayi (Shanghai) Film Culture Studio, and (iii) an increase in accrued salary and benefits of RMB18.2 million (US$2.6 million), due to an increase in the headcount of officers and employees.

Net cash used in operating activities was RMB240.5 million for fiscal year 2017, primarily due to net loss of RMB40.1 million, adjusted to add back inventory write-down of RMB25.5 million, loss from equity method investees of RMB1.6 million depreciation and amortization of RMB0.8 million and provision for allowance of doubtful accounts of RMB0.01 million. The amount was further adjusted by changes in itemized balances of operating assets and liabilities that have a negative effect on cash flow, including primarily (i) an increase in inventories of RMB260.1 million, due to the growth of our business under our full-service model, (ii) an increase in advances to suppliers of RMB41.0 million, because of an increase in the number of orders we fulfilled for which we were required by certain suppliers to pay advances, and (iii) an increase in prepaid expenses and other current assets of RMB31.2 million, due to an increase in VAT recoverable of RMB20.6 million, as well as certain changes in itemized balances of operating assets and liabilities that have a positive effect on cash flow, including primarily (i) an increase in accounts payable of RMB68.7 million, because we received more orders and had to purchase more fabrics and raw materials from our suppliers, (ii) an increase in accrued salary and benefits of RMB23.3 million, due to an increase in the headcount of officers and employees, and (iii) an increase in amounts due to related parties of RMB10.5 million, due to the increase of payable for services provided by Hangzhou Ruhnn.

Investing Activities

Net cash used in investing activities was RMB3.1 million (US$0.4 million) for the first three quarters of fiscal year 2019, which was attributable to purchases of property and equipment of RMB3.1 million (US$0.4 million).

Net cash used in investing activities was RMB1.9 million (US$0.3 million) for fiscal year 2018, which was mainly attributable to purchase of property and equipment of RMB1.8 million (US$0.3 million) in connection with the purchase of additional office equipment as a result of an increase in the headcount of employees.

Net cash used in investing activities was RMB10.1 million for fiscal year 2017, which was mainly attributable to (i) purchase of property and equipment of RMB6.0 million in connection with the purchase of additional office equipment as a result of an increase in the headcount of employees, and (ii) purchase of long term investments of RMB4.1 million in connection with our investment in Damei Fashion and its self-produced programs "I Am Beauty" to promote our KOLs.

Financing Activities

Net cash provided by financing activities was RMB97.8 million (US$14.2 million) for the first three quarters of fiscal year 2019, which was primarily attributable to advances from Hangzhou Ruhnn of RMB114.8 million (US$16.7 million), partially offset by dividend paid to non-controlling interest holders of RMB17.0 million (US$2.5 million).

Net cash provided by financing activities was RMB39.1 million (US$5.7 million) for fiscal year 2018, which was primarily attributable to advances from Hangzhou Ruhnn of RMB45.0 million

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(US$6.5 million), partially offset by payment of notes payable assumed in the acquisition of Weimai Culture Co., Ltd. of RMB5.1 million (US$0.7 million).

Net cash provided by financing activities was RMB272.0 million for fiscal year 2017, which was primarily attributable to (i) advances from Hangzhou Ruhnn of RMB275.1 million, (ii) proceed from short-term borrowing of RMB68.5 million, and (iii) capital contribution from Hangzhou Ruhnn of RMB10.0 million, partially offset by (i) repayment of short-term borrowing of RMB68.5 million and (ii) dividend paid to non-controlling interest holders of RMB13.7 million.

Capital Expenditures

We made capital expenditures of RMB6.0 million, RMB1.8 million (US$0.3 million) and RMB3.1 million (US$0.4 million) for fiscal years 2017 and 2018 and the first three quarters of fiscal year 2019, respectively. We did not have any material commitments for capital expenditures as of December 31, 2018.

Commitments

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

	Payment due by fiscal year ended March 31,

	2019		2020		2021		2022		2023 and beyond		Total
	(RMB in thousands)
Operating lease commitments		11,921		8,785		3,179		—		—		23,885

We lease certain offices and warehouse premises. We incurred rental expenses under operating leases of RMB7.7 million, RMB12.5 million (US$1.8 million) and RMB13.3 million (US$1.9 million) for fiscal years 2017 and 2018 and the first three quarters of fiscal year 2019, respectively. During the nine months ended December 31, 2018, we leased a new warehouse which led to additional commitments amounting to RMB13.0 million.

Off-Balance Sheet Arrangements

We have not entered into any financial guarantees or other commitments to guarantee the payment obligations of any third parties. In addition, we have not entered into any derivative contracts that are indexed to our shares and classified as shareholders' equity, or that are not reflected in our combined and consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an entity that serves as credit, liquidity or market risk support to such entity. Moreover, we do not have any variable interest in any 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

We are a holding company with no operations of our own. We own and conduct operations primarily through our subsidiary in the PRC, the VIE and the VIE's subsidiaries. As a result, we rely on dividends and other distributions paid by our subsidiary to pay dividends to our shareholders or to service our outstanding debts. Therefore, our ability to pay dividends depends upon dividends paid by our subsidiary. If our subsidiary or any newly formed subsidiaries incur debt on their own behalf in the future, the instruments governing their debt may restrict their ability to pay dividends to us. In addition, our wholly-owned PRC subsidiary 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 PRC subsidiary and our VIE is required to set aside at least 10% of its

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after-tax profits each year, if any, to fund a statutory reserve until such reserve reaches 50% of its registered capital. Although the statutory reserves can be used, among other ways, to increase registered capital and eliminate future losses in excess of retained earnings of the respective companies, the reserve funds are not distributable as cash dividends except in the event of liquidation. Remittance of dividends by a wholly foreign-owned company out of China is subject to examination by the banks designated by the SAFE. We currently plan to reinvest all earnings from our PRC subsidiary to its business development and do not plan to request dividend distributions from it.

Inflation

Since inception, inflation in China has not materially affected our results of operations. According to the National Bureau of Statistics of China, the year-over-year percent changes in the consumer price index for December 2016 and 2017 were increases of 2.1% and 1.6%, respectively. Although we have not been materially affected by inflation in the past, we may be affected if China experiences higher rates of inflation in the future.

Quantitative and Qualitative Disclosures about Market Risk

Foreign Exchange Risk

All of our revenues and substantially all of our expenses are denominated in Renminbi. The functional currency of our company and Hong Kong entity is the U.S. dollar. The functional currency of our subsidiary in the PRC, the VIE and the VIE's subsidiaries is the Renminbi. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at the rates of exchange ruling at the balance sheet date. Transactions in currencies other than the functional currency during the year are converted into functional currency at the applicable rates of exchange prevailing when the transactions occurred. Transaction gains and losses are recognized in the statements of comprehensive loss. Due to foreign currency translation adjustments, we had a foreign exchange gain of RMB0.06 million for fiscal year ended in March 31, 2017 and a foreign exchange loss of RMB0.2 million (US$0.03 million) for fiscal year 2018. Due to the same reason, we had a foreign exchange loss of RMB0.1 million for the first three quarters of fiscal year 2018 and a foreign exchange gain of RMB0.07 million (US$0.01 million) for the first three quarters of fiscal year 2019.

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

The conversion of Renminbi into foreign currencies, including U.S. dollars, is based on rates set by the PBOC. The PRC government allowed the Renminbi to appreciate by more than 20% against the U.S. dollar between July 2005 and July 2008. Between July 2008 and June 2010, the exchange rate between the Renminbi and the U.S. dollar had been stable and traded within a narrow band. On August 11, 2015, the People's Bank of China announced plans to improve the central parity rate of the Renminbi against the U.S. dollar by authorizing market-makers to provide parity to the China Foreign Exchange Trading Center operated by the People's Bank of China with reference to the interbank foreign exchange market closing rate of the previous day, the supply and demand for foreign currencies as well as changes in exchange rates of major international currencies. Effective from October 1, 2016, the International Monetary Fund added Renminbi to its Special Drawing Rights currency basket. Such change and additional future changes may increase volatility in the trading value of the Renminbi against foreign currencies. The PRC government may adopt further reforms of its exchange rate system, including making the Renminbi freely convertible in the future. Accordingly, it is difficult to predict

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how market forces or PRC or U.S. government policy may impact the exchange rate between 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 Class A 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 mid-point of the estimated range of the initial public offering price. Assuming that we convert the full amount of the net proceeds from this offering into Renminbi, a 10% appreciation of the U.S. dollar against the Renminbi, from the exchange rate of RMB for US$1.00 as of , 2018 to a rate of RMB to US$1.00, will result in an increase of RMB million in our net proceeds from this offering. Conversely, a 10% depreciation of the U.S. dollar against the Renminbi, from the exchange rate of RMB for US$1.00 as of , 2018 to a rate of RMB to US$1.00, will result in a decrease of RMB million in our net proceeds from this offering.

Interest Rate Risk

We have not been exposed to material risks due to changes in market interest rates, and we have not used any derivative financial instruments to manage our interest risk exposure. However, we cannot provide assurance that we will not be exposed to material risks due to changes in market interest rate in the future.

Recent Accounting Pronouncements

Please see a more detailed discussion in Note 2 to our combined and consolidated financial statements included elsewhere in this prospectus.

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INDUSTRY OVERVIEW

China's Internet KOLs Market

Definition of Internet KOL Economy

KOLs are individuals who have the power to engage and impact people within a specific community or field, such as fashion, culture, entertainment and gaming. Internet KOLs are KOLs who have gained their popularity through the internet and have been active mostly on internet platforms, thus excluding celebrities who have gained their fame through films, TV series, music, literature, art and business.

Internet KOL economy refers to all activities relating to the monetization of the KOLs' influence and impact on their fans. Major monetization methods include the sales of merchandise (internet KOL e-commerce), advertising and marketing services and virtual gifts from fans. These monetization methods leverage the connection or credibility that KOLs have built with their fans to impact their purchasing decisions.

Market Size of China's Internet KOL Economy

Currently, the market size of the internet KOL economy is mainly sustained by revenue generated from the major monetization methods mentioned above. Driven by the increase of mobile device penetration and popularity of social media, the internet KOL economy in China has witnessed vigorous growth at a CAGR of 179.5% from 2013 to 2017. After the initial growth spurt, the expansion of the internet KOL economy would likely continue as a result of the diversification of monetization methods, but the expansion rate is expected to slow down to a CAGR of 41.8% from 2017 to 2022. The total market size of internet KOL e-commerce and advertising and marketing services, the two segments that Ruhnn engages in, expected to increase from RMB80.8 billion in 2017 to RMB462.6 billion in 2022. As competition intensifies, the top internet KOLs that attract the most number of fans and have the strongest impact would continue to grab market share, whereas the less popular internet KOLs who lack outstanding contents are likely to fade away.

Market Size of Internet KOLs Economy in China by Segment Revenue

Source: Frost & Sullivan

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Major Drivers of China's Internet KOL Economy

China's internet KOL economy is expected to continue growing over the next few years. We believe the main drivers are:

•: Evolvement of Consumption Habits. Chinese consumers have gradually changed their purchasing habits from focusing only on the functionality and price of products to valuing their psychological attachment to the products as well.
•: Development of We-media. The increasing number of we-media channels focusing on various interests and topics would encourage more people to join the internet KOL community.
•: Increasing Digital Marketing Expenditure by Brand Owners. Due to the brand owners' shift towards digital and social media marketing, advertising and marketing services have become one of the major monetization methods of the internet KOL economy.
•: Advancement in Technology. The development of mobile internet technology, data analytics technology and entertainment technologies, such as VR/AR, would enable new and innovative ways to create and present online content, facilitate the screening and development of potential internet KOLs and optimize the monetization methods for existing internet KOLs. This would ultimately improve the overall operation efficiency and drive the growth of the internet KOL economy.

We believe that the future development of internet KOLs economy in China will be characterized by:

•: Multiple Monetization Methods for Influential Internet KOLs. The growing influence of internet KOLs will drive the formation of IPs centered on the internet KOLs' images and names, which would improve internet KOLs' ability to make use of multiple monetization methods, such as e-commerce, marketing and advertising services, sales of derivative products and collaboration with or transforming into professional artists.
•: More Collaboration between Internet KOLs and Professional Operation Entities. There will likely be an increase in the number of collaborations between KOLs and internet KOL facilitators or multi-channel networks, which run the operation and monetization for internet KOLs in a professional manner.
•: Leading Internet KOL Facilitators Creating Entry Barriers. It may be difficult for new internet KOL facilitators to succeed due to entry barriers such as technology, capital requirements for incubating KOLs, the need to have strong supply chain management, public relations management and track record of promoting internet KOLs.

China's Internet KOLs E-Commerce Market

Definition of Social E-commerce

Social e-commerce involves two major elements, namely social interaction and content creation. Social interaction refers to the users' act of following, sharing, communicating and discussing. Social media operators would channel user traffic generated through theses interactions to generate e-commerce business. Meanwhile, content creation refers to the production of high-quality content through we-media or the social media accounts of internet KOLs. With this content, internet KOLs are able to attract large amounts of fans and subsequently convert this content into customers of their e-commerce businesses.

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Market Size of China's Social E-commerce

Since 2013, social e-commerce has experienced rapid growth. The GMV of social e-commerce in China increased from RMB37.7 billion in 2013 to RMB609.9 billion in 2017, representing a CAGR of 100.6%. With the continuing popularity of community-based social e-commerce platforms and Internet KOL-centered social ecommerce, the GMV of social e-commerce in China is expected to grow at a CAGR of 35.5% from 2017 to 2022, reaching RMB2,782.6 billion in 2022.

The penetration rate of social e-commerce has increased from 2.0% in 2013 to 8.5% in 2017. With the increasing popularity of innovative social networking technologies and the consumers' continuing embrace of online social purchasing, the penetration rate of social ecommerce is expected to increase further to 15.2% by 2022.

Market Size and Penetration Rate of Social E-commerce in China

Source: Frost & Sullivan
Note: Penetration rate of social e-commerce refers to the GMV of social e-commerce divided by the GMV of total e-commerce.

Definition of Internet KOL E-commerce

Internet KOL e-commerce refers to the sales of goods under brand names developed by/with internet KOLs via online platforms. Such sales are made by leveraging the influence that internet KOLs have on their fans, who are the primary target customers. The goods sold are normally related to the public image of the internet KOLs and are mostly fashion-related. Internet KOLs post promotional information on social media, which serves as the main marketing channel for internet KOL e-commerce. According to the Frost & Sullivan report, the average visitor-to-paying customer conversion rate of internet KOLs' online stores on Taobao is normally higher than that of other online stores in the same product category.

Market Size of China's Internet KOL E-commerce

The GMV of internet KOL e-commerce in China has been increasing vigorously from RMB0.7 billion in 2013 to RMB32.9 billion in 2017 with a CAGR of 161.8% due to the growing number of internet KOLs and their online stores as well as their strong capability of converting fans into customers. Driven by the continuing popularity of social media and diversified accesses to e-commerce platforms, the growth rate of GMV is expected to remain relatively high at a CAGR of 40.4% in the next five years.

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Among the major product categories, women's apparel and footwear have gained the largest market share during the past five years with a CAGR of 153.2% and is expected to maintain this status in the next five years. Meanwhile, the cosmetics segment has expanded the most quickly with a CAGR or 211.0% from 2013 to 2017.

Market Size of Internet KOL E-commerce in China

Source: Frost & Sullivan

China's Internet KOL Facilitator Market

Definition of Internet KOL Facilitator

An internet KOL facilitator is an organization which identifies and cultivates internet KOLs and help them monetize their social influence and handle related business operations. The major functions of an internet KOL facilitator includes (i) incubation, which is the discovery, evaluation and training of potential internet KOLs; (ii) operation, which is the day-to-day maintenance of fan interactions on the internet KOLs' social media accounts and includes the continual generation of high-quality content and public relation management; (iii) monetization technical support, which includes (a) e-commerce online store operation and supply chain management for fashion e-commerce internet KOLs monetizing through sales of goods, and (b) brand cooperation selection and negotiation for internet KOLs monetizing through marketing & advertising services.

The internet KOL facilitators in China are broadly categorized into live-streaming focused facilitators, short video focused facilitators and fashion e-commerce focused facilitators based on the primary form of content generated by the internet KOLs signed and the major monetization methods

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The functions of internet KOL facilitators and the value chain of internet KOL facilitator market is shown in the chart below:

Internet KOL Facilitator's Functions

Source: Frost & Sullivan

Market Size of China's Internet KOL Facilitators

In line with the growing number of internet KOLs and their fans, the revenue of internet KOL facilitators increased from RMB657.1 million in 2013 to RMB38.8 billion in 2017, representing a CAGR of 177.2% from 2013 to 2017. Driven by the maturing internet KOL facilitator market, which resulted from more diversified monetization methods, better supply chain management and advanced technologies, the market size of internet KOL facilitator is expected to maintain a high growth rate at a CAGR of 38.9% from 2017 to 2022.

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Market Size of Internet KOL Facilitator in China by Segment Revenue

Source: Frost & Sullivan

Competitive Landscape of China's Internet KOL Facilitators

Key segments of the internet KOL facilitator market in China include KOL e-commerce, advertising and marketing services and virtual gifts from fans. Some players, such as Papitube and Moli TV, focus on one segment, while other players, such as Ruhnn and Huaxing Brothers, have presence in multiple verticals.

Ruhnn is the largest internet KOL facilitator in China as measured by revenue in 2018. Ruhnn is also China's largest internet KOL facilitator in e-commerce as measured by GMV in 2018 and number of signed KOLs, fans and online stores as of December 31, 2018. We compete with a very limited number of competitors, including Chenfan, Suoxing and Pblab. All of the leading players have a few top internet KOLs who have enjoyed wide popularity over the years and have translated their popularity into successful e-commerce businesses. The top four players accounted for 10.9% of market share in 2018 in terms of GMV. Among these four players, Ruhnn ranked first with a market share of 4.9%.

Key Success Factors of Internet KOL Facilitators

Comprehensive Incubation System. Internet KOL facilitators usually provide an integrated incubation system, which includes potential talent searching, basic training, professional support, image positioning and online marketing, to increase the KOLs' exposure on social media platforms. Facilitators with a strong incubation system will be able to build an excellent foundation for their KOLs for further monetization.

Capabilities to Identify and Diversify Monetization Opportunities. Currently, KOLs mainly monetize their influence through sales of goods, marketing & advertising services and virtual gifts. By continually identifying innovative monetization opportunities, internet KOL facilitators are able to fully utilize the fan effect of each internet KOL and sustain the expansion of the business.

Strong Supply Chain Management. Strong and mature supply chain management paves the way for a stable and profitable customer base because it leads to high-quality products that would not disappoint the customers and allows the facilitator to handle the changing tastes of KOL fans in a swift and smooth manner.

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Advanced Data Analytics. Advanced data analytics enables feedback of fans to be captured in a timely manner. Further, advanced data analytics could help monitor the purchasing activities and new trends of customers and direct the next step in design.

Future Trends of the Internet KOL Facilitator Market

Closer Collaboration with Existing Brand Owners in Offline Channels. As the influence of internet KOLs is becoming wider, the marketing and advertising value of internet KOLs have been gradually realized by an increasing number of existing brand owners. Going forward, there will be more collaboration between internet KOLs and existing brand owners, including launching co-branded products, opening pop-up stores and organizing offline promotion events. The internet KOLs' scope of influence would further expand from online to offline channels.

Deeper Engagement of Fans in Brand Building and Product Design. One of the unique traits of the internet KOL economy is the active interaction between internet KOLs and their fans. For internet KOLs who monetize mainly through sales of goods, the feedback from fans is expected to facilitate the understanding of market trends, and the deeper engagement of fans in brand building and products design would increase the fans' loyalty and activeness.

Decentralization of Internet KOL Community and More Focus on Emerging KOLs. As competition among internet KOLs intensifies and the amount of online content grows exponentially, it is becoming more difficult to cultivate top-tier internet KOLs who have a large number of fans and significant impact. By contrast, emerging KOLs with relatively a smaller fan base can be produced on a large scale by professional facilitators without massive investments in capital and time. As such, there is an emerging trend where internet KOL facilitators are exploring potential opportunities with these emerging KOLs to expand the spectrum of target fans, diversify their monetization methods and mitigate the risks associated with reliance on a limited number of top-tier KOLs.

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BUSINESS

Overview

KOLs, also known as influencers, are individuals who have the power to engage and impact people within a specific community or field, such as fashion, culture, entertainment and gaming, and internet KOLs are KOLs who have gained their popularity through the internet. Our founders were among the earliest entrepreneurs in China to identify and capture the commercial opportunities created by the emergence of internet KOLs in China and started to cooperate with KOLs in e-commerce in 2014. We created a KOL ecosystem in China according to the Frost & Sullivan report by connecting a large number of KOLs and their fans to create a vast network and connecting this network to a large number of businesses, including brands, online retailers, designers, manufacturers and suppliers, based on existing e-commerce and social media platforms in China, to create value for participants in the ecosystem.

We pride ourselves on our ability to identify and cultivate a large number of promising internet KOLs in an efficient and sustainable manner. The flexibility of our business and revenue model also enables us to work with a diversified KOL pool, including KOLs with different fashion styles, personalities and fan bases, and serve the different needs of various types of businesses. The number of our KOLs increased from 62 as of March 31, 2017 to 83 as of March 31, 2018 and further to 113 as of December 31, 2018, including three top-tier KOLs each with annual GMV of above RMB100.0 million and seven established KOLs each with annual GMV of between RMB30.0 million and RMB100.0 million in the past twelve months. One of our KOLs is among top ten fashion internet KOLs in China as measured by number of fans according to the Frost & Sullivan report. As of December 31, 2018, we cooperated with 501 brands and 28 third-party online stores to promote their brands and products to consumers.

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Our KOLs have a large, young, active and loyal fan base. The aggregate number of our KOLs' fans increased from 52.1 million as of March 31, 2017 to 148.4 million as of December 31, 2018, which primarily included 111.1 million on Weibo, 30.7 million on Weitao and 6.7 million on WeChat. As of December 31, 2018, more than 80% of our KOLs' fans were millennials, and more than 78% of them were female, fashion pursuers and frequent online shoppers. The interactions between our KOLs and their fans enable them to learn more about our products, which we believe have significantly increased the likelihood of their fans placing orders with us. We believe our KOLs' fans are also loyal customers and have strong emotional bonds with our KOL brands. Approximately 38% and 39% of customers of our online stores made two or more purchases with us in fiscal year 2018 and the first three quarters of fiscal year 2019, respectively. As we launched our platform model, we believe our KOLs' fan base also helps brands and third-party online retailers that use our KOL sales and advertising services to more effectively market and sell their products.

Our KOL Ecosystem

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create value for participants in the ecosystem. The diagram below illustrates the interactions among the key participants in the ecosystem:

Our first-mover advantage in the KOL ecosystem enables us to partner with players in the new retail industry, integrating online, offline, supply chain and data. In the KOL ecosystem, KOLs replace traditional sales and marketing channels and enable two-way communication between businesses and consumers. Based on a deep understanding of the social relationship between KOLs and their fans, we are able to identify potential customers, stimulate consumer needs and promote consumers into becoming brand ambassadors who effectively co-create a brand with the respective KOLs. Moreover, we have developed a business model that brings online retail into a new era from push to pull whereby consumers influence businesses on what to produce and sell and businesses anticipate demand before production.

More participants in the ecosystem lead to greater value for each participant, which in turn attracts more participants with more usage, and thereby creates a self-reinforcing network effect. Such network effect has brought us a variety of brands and merchants, including those who sell apparel, accessories, electric appliances, as well as a number of popular cosmetics brands. It also enables us to explore more monetization opportunities by leveraging the extensive KOL pool and fan base on our KOL sales and

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marketing platform. The following are screenshots of our KOLs' activities, including fashion reality shows, promotion on online stores, daily interaction with fans and daily live streaming:

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Our Value Propositions

We have distinct value propositions to key participants in the KOL ecosystem as summarized below:

To KOLs

To Fans/Consumers

To Merchants
(including brands and
other online retailers)

To Other Ecosystem
Participants

•

Be a trusted, dependable and inspiring partner that KOLs can grow and prosper with.

•

Provide them with a positive and sustainable platform and monetize their talents in e-commerce.

•

Enable them to produce engaging content and improve social interactions to enhance their popularity on social media and build fan loyalty.

•

Benefit from a wide range of training and professional support.

•

Provide them with higher quality products at favorable prices.

•

Enable more efficient purchase decisions and better online shopping experience.

•

Have greater sense of participation by providing feedback to KOLs, which results in more tailored products.

•

Provide them with guidance and inspirations in fashion and lifestyle.

•

Enable online retailers to avoid reliance on any particular e-commerce platform and enjoy an integrated marketing channel, i.e., KOL's social media space, which can lead to multiple e-commerce platforms.

•

Help brands enhance brand awareness, diversify marketing channels and leverage target marketing.

•

Help them obtain feedback from fans and consumers so that they can identify fashion trends and improve their designs.

•

Use our proprietary AI solutions, including DeepFashion and Smart Fabric Detection, to help designers improve design process by critiquing design choices and providing alternatives after considering key design variables.

•

Help social media platforms increase user stickiness and activities level and offer them additional monetization channels.

•

Help manufacturers and suppliers obtain more reliable forecasts and inventory targets to prevent unnecessary production costs and associated risks.

Strengths

We believe the following key competitive strengths have contributed to our success:

Leading market position, first-mover advantage and strong brand recognition

We are the largest internet KOL facilitator in China as measured by revenue in 2018 according to the Frost & Sullivan report. We are also China's largest internet KOL facilitator in e-commerce as measured by GMV in 2018 and number of signed KOLs, fans and online stores as of December 31, 2018, according to the same source. We were also one of the first in China to systematically facilitate the KOL economy according to the Frost & Sullivan report. According to the same source, we pioneered a new business model for commercializing the KOL ecosystem, which integrates online and offline channels, supply chain and data across a single value chain and successfully monetizing our KOLs and their fan base on our KOL sales and marketing platform. Our leading market position and first-mover advantage has enabled us to establish strong brand recognition among KOLs in China and businesses operating in the new retail industry. We believe our brand "Ruhnn" has become a trusted brand among KOLs and will help us attract more KOLs and business partners in an efficient and sustainable manner.

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A wide and growing KOL pool empowered by our proven KOL grooming system

We have a wide and growing KOL pool. The number of our KOLs increased from 62 as of March 31, 2017 to 83 as of March 31, 2018, and further to 113 as of December 31, 2018. While KOLs are attracted to our ecosystem by our brand and ability to help them monetize their success on social media platforms, we have established proprietary, scalable and AI-assisted KOL identification, cultivation and supporting systems to help us identify most promising KOL candidates and help them discover and realize their full potential.

As of December 31, 2018, we had a team of 94 personnel dedicated to KOL identification and cultivation, who have screened thousands of KOL applicants to find the most promising candidates through a series of tests and data-based analysis and evaluation. Once engaged, the KOLs enter into cooperation agreements or employment agreements with us and we invest in their success through comprehensive training that covers various aspects of social media and e-commerce operations. We also help our KOLs increase exposure and develop distinctive characters to enhance popularity among their fans. We provide AI-based solutions and support to our KOLs, such as DeepFashion and Smart Content that provide fashion recommendations and help them generate engaging content on social media. As a demonstration of the success of our KOL identification, cultivation and supporting system, we identified a promising KOL in June 2018 who had only approximately 590,000 fans at the time, and successfully helped her increase her fans to over 3.0 million in six months. As we continue to recruit and work with more KOLs, we believe our KOL identification, cultivation and supporting systems will continue to improve and help us continue to grow our KOL pool.

Highly engaged and loyal fan base deeply influenced by our KOLs

Our KOLs have a massive, vibrant and loyal fan base. In the last twelve months, our top-tier KOLs posted over 2,000 posts on Weibo, which were viewed over 2.6 billion times and resulted in over 11 million social interactions with fans, including fans' likes, following, sharing and commenting on our KOLs' posts. As of December 31, 2018, more than 80% of our KOLs' fans were millennials and more than 78% of them were female, fashion pursuers and frequent online shoppers. The interactions between our KOLs and their fans enable them to learn more about the products and services and we believe such interactions have strengthened the bonds between KOLs and their fans, and thus significantly increased the likelihood of their fans placing orders with us. In addition, approximately 38% and 39% of customers of our online stores made two or more purchases with us in fiscal year 2018 and the first three quarters of fiscal year 2019, respectively. Our KOLs periodically launch marketing campaigns for new seasons or new lines of apparel and accessories, which are often well sought after by fans, resulting in new products being sold out within hours or even within minutes. For example, one of our KOLs successfully sold over RMB1.0 million of merchandise in the first eight minutes of her first product release and over RMB1.8 million of merchandise on the first day of her online store opening in August 2018. We also utilize such viral marketing's "fans effect" to provide effective advertising solutions to brands, online retailers and other merchants. Our large and highly engaged fan base has attracted leading global brands to our KOL sales and marketing platform, and our cooperation with leading global brands in turn attracted more KOLs for superior monetization opportunities and more fans and consumers for premium products, thus forming a virtuous circle.

End-to-end solutions across the e-commerce value chain with strong supply chain management capabilities

We provide end-to-end solutions across the entire KOL e-commerce value chain. Under our full-service model, we handle major aspects of online store operation as well as product design and procurement, order fulfillment and after-sales service, and as a result, our KOLs can focus on producing engaging content and interacting with their fans. We also have strong supply chain management capabilities. We have access to over 800 suppliers, including fabric suppliers, wholesale clothing providers and manufacturers, thus enabling us to materialize all inspirations and ideas from

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our KOLs. Based on our established relationships with suppliers as well as the size and scale of our operation, we are often able to negotiate more favorable terms with suppliers and thereby better control costs and offer better products to consumers, which in turn increases the loyalty of our KOLs' fan base. We believe our ability to provide end-to-end solutions across the e-commerce value chain and strong supply chain management capabilities constitute additional barriers to entry for potential new competitors.

Our operational experience across the e-commerce value chain enables us to gain a better understanding of the industry and contribute to our success in developing and providing KOL sales and advertising services to brands, online retailers and other merchants. As of December 31, 2018, we cooperated with 501 brands.

Scalable, efficient and proven monetization channels

We have established multiple monetization channels to capture the commercial opportunities created by the emergence of KOLs in China and we have proven their monetization potential with the rapid expansion of our business. We started with a full-service model whereby we operate online stores and integrate all major steps of the e-commerce value chain, from product design and sourcing, online store operation to logistics and after sales services. We generated product sales revenue of RMB572.4 million through the full-service model in fiscal year 2017, which increased by 59.4% to RMB912.5 million (US$132.7 million) in fiscal year 2018, and increased by 3.8% from RMB728.1 million for the first three quarters of fiscal year 2018 to RMB755.9 million (US$109.9 million) for the first three quarters of fiscal year 2019. Based on the success of our full-service model, we launched the platform model in 2017 which allows us to achieve greater scale while operating in a more asset-light manner. We provide KOL sales and marketing services to brands, online retailers and other merchants, and as a result, we are able to monetize our KOL pool through various additional channels, such as advertising, image endorsement and entertainment programs, in addition to online store sales. This enables us to serve more types of businesses and work with more diversified KOLs. We believe our two different business models and the various monetization opportunities they create will provide us more flexibility in expanding our business in the future.

Strong commitment to data-based technology

We are committed to utilizing data-based technology to improve all aspects of our business. We are investing in various AI solutions, such DeepFashion and Smart Fabric Detection. Our AI solutions capitalize on data we have accumulated over the course of our operations, including data in relation to our KOLs' fans and customers, sales records and data from our logistics operations. We collect and analyze vast amount of data every day which has opened a real-time feedback channel and allowed us to better understand consumers' changing tastes, collect real time business intelligence, monitor our existing KOLs and identify undiscovered talents. As a result, we are able to improve various aspects of our business, including new season's collections and products launch, online stores operation and supply chain management. We have also established a proprietary ERP system to connect our KOL sales and marketing platform with consumers, merchants, suppliers and other business partners which allows us to collect and transmit data efficiently.

As of December 31, 2018, we had a technology team with more than 46 engineers. Many of our engineers have post-graduate degrees and had prior working experience in leading internet companies in China. We believe the capabilities and efficiency of our technology talents have given us a significant competitive edge to solidify our leading position in the rapidly evolving internet KOL facilitator industry.

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Strong visionary management team

We benefit from the vision of our management team. Our founder and Chairman, FENG Min, founder and Chief Executive Officer, SUN Lei (Ray), both have almost 20 years of entrepreneurial experience in China's fashion, consumer retail and e-commerce sectors. Our founder, SHEN Chao (Eric), specialized in investor relations and capital operation. Our senior management team members have on average more than ten years of experience in their respective fields, which have contributed, and are expected to continue contributing to our success.

Strategies

To solidify our leading position in the internet KOL facilitator industry in China, we plan to pursue the following strategies:

Continue expanding our KOL ecosystem through organic growth and potential acquisitions

We plan to continue rapidly expanding our KOL ecosystem and create greater network effect for all participants. In addition to recruiting more KOLs and enlarging their fan base, we plan to leverage our strong online store operation and value chain management capabilities to attract more brands, merchants, manufacturers and suppliers to join our KOL ecosystem. We also expect to expand our KOL online stores into additional e-commerce platforms to take advantage of new and emerging popular e-commerce platforms in China, increase the exposure of our KOLs and online stores, and provide more choices and better experience to our customers. Utilizing the flexibility of our platform model, we intend to explore opportunities to cooperate with more types of merchants and businesses so that they can benefit from, and provide more products and services to, our KOL ecosystem.

In addition to organic growth, we may pursue strategic investments and acquisitions to consolidate the fragmented internet KOL facilitator industry in China. As the new E-Commerce Law of the PRC came into effect on January 1, 2019, internet KOLs in China who are trying to monetize their success through e-commerce channels have increasing pressure to work with a reputable industry leader to ensure compliance with various regulatory requirements imposed by the new law. We expect our brand name, leading position in the industry and relevant experience will enable us to acquire smaller players in the internet KOL facilitator industry, many of which were established by internet KOLs and their friends and families, and we plan to integrate them into our KOL ecosystem and help them operate in compliance with the new regulatory requirements.

Expand and diversify our KOL pool, enlarge their fan base and improve fan engagement

We plan to continue enlarging our KOL pool and engage a greater variety of KOLs with different personalities and fan bases. We expect to continually upgrade and optimize our KOL identification, cultivation and supporting systems, refine our data-based insight into the KOL industry, and work with a growing KOL candidate base to improve the success rate of converting a KOL candidate to a signed KOL. While we currently consider various factors, including a KOL candidate's number of fans, skills to interact with fans, personal charisma, attitude, market tactics and distinctive character, in deciding whether to convert the candidate into a signed KOL, we will continue to explore additional factors that may contribute to a KOL's commercial success and thereby identify more promising KOLs. To test our KOL candidates' potential, we may also provide certain training, such as styling and use of social media, to the candidates before we enter into agreements with them in order to evaluate their ability to learn and improve in a short period of time, and we may provide more of such tutoring services to our KOL candidates in the future. In addition to identifying emerging KOLs with great potential, we also plan to work with KOLs with established fame and popularity and help them expand into additional social media platforms and monetize their success.

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We also plan to enlarge our KOLs' fan base and improve their engagement. We intend to help our KOLs to expand into additional social media platforms, especially platforms that have gained popularity in recent years such as Miaopai, Tik Tok and Kuaishou, to increase their exposure and enhance interactions with a wider base of fans. We also plan to help our KOLs to provide more diversified content, such as short videos, live streaming and WeChat public account, to more effectively communicate with their fans. We expect to foster stronger emotional attachments and loyalty of our KOLs' fans by encouraging more interactions and engaging our KOLs' fans in our product design and selection process.

Continue diversifying monetization channels and enhance monetization capability

Under our full-service model, we intend to expand our online stores into more popular e-commerce platforms, diversify our product portfolio and expand into additional verticals. While we have traditionally focused on women's apparel and cosmetics products, we are exploring other verticals such as home, lifestyle and travel. For some of our existing verticals, such as cosmetics, we plan to launch more private-label products to ramp up product sales, established more expansive and diversified distribution network, achieve higher profit margins and establish our own brands.

Under our platform model, we plan to diversify our service offerings to include more KOL services such as additional forms of advertising and casting. We are exploring opportunities for our KOLs to participate in a variety of TV shows to increase their exposure, which may become a new monetization channel in the future.

Optimize cost structure to achieve profitability

We endeavor to continue optimizing our cost structure to achieve profitability. We plan to continue leveraging our long-term relationships with suppliers as well as the size and scale of our business to negotiate preferential terms with suppliers and thereby reduce unit production costs. Based on the changing demographic and composition of our KOL pool, we plan to continually adjust economic arrangements with our KOLs, aiming to find an optimal balance between providing sufficient incentives to our KOLs and controlling our KOL service fees. We also intend to improve our supply chain management capabilities and invest in data-based technologies to more accurately predict market trends and demand and improve our operating efficiency. We aim to operate in a more asset-light manner and accelerate the expansion of our business under the platform model to further optimize our cost structure.

Continue investing in technology, AI solutions and big data analytics

We intend to continue investing in AI solutions to improve content-generating efficiency and predict fashion trends on our KOL sales and marketing platform, which will in turn assist us in launching new products and services. We have invested in a technology company to develop DeepFashion and Smart Fabric Detection. Smart Fabric Detection is an AI system designed to automatically detect fabric defects. We may pursue strategic investments in or potential acquisitions of other companies that will enhance our technological capabilities.

Moreover, we plan to keep investing in our big data analytics, including demographical, transactional and behavioral. For example, we aim to leverage the vast amount of data we have accumulated over time to generate personalized recommendations for fans and consumers on our KOL sales and marketing platform based on the comprehensive database, including basic order information as well as behavioral data, such as time spent on browsing and reviewing a particular product and products of similar categories by a consumer. In addition, we plan to invest in technological infrastructure that provides real-time tracking and monitoring of sales in each online store, so we will be able to promptly solve problems and generate stronger sales.

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Our Business Models

We currently generate revenue from the following two business models:

•: product sales through our full-service model that mainly includes sale of our self-designed products in our online stores and we also manage the entire e-commerce value chain; and
•: services through our platform model that mainly include (i) KOL sales services to third-party merchants who hire our KOLs for a period of time to promote their products or services in third-party online stores; and (ii) KOL advertising services to third-party merchants who use our KOLs in one-off nature to promote their products or services.

The following table sets forth the revenue breakdown by product sales and services for the periods presented:

	Fiscal Year Ended March 31,										Nine Months Ended December 31,

	2017				2018						2017				2018
	RMB		%		RMB		US$		%		RMB		%		RMB		US$		%
	(in thousands, except for percentages)
Net revenues:
Product sales under full-service model		572,445		99.1		912,512		132,720		96.3		728,126		96.9		755,862		109,935		88.3
Services under platform model		5,457		0.9		35,068		5,100		3.7		22,960		3.1		100,319		14,591		11.7

Total net revenues		577,902		100.0		947,580		137,820		100.0		751,086		100.0		856,181		124,526		100.0

Full-Service Model

We are a leading pioneer who capitalized on the commercial value of our KOL ecosystem and started with a full-service model whereby we carry out the entire e-commerce operation and collaborate with top-tier KOLs who have attracted tens of millions of fans. Under the full-service model, we leverage our top-tier KOLs' popularity to promote and sell products on our online stores. We owned and operated 91 online stores as of December 31, 2018, through which we sell our self-designed products. KOLs post photographs, video clips and microblogs on their social media pages to promote the products sold on our online stores, and include hyperlinks to the online stores to direct and convert social media traffic to online store purchases. Products sold in our online stores mainly include women's apparel, cosmetics, shoes and handbags, and we expect to expand into additional product categories in the future.

We and our KOLs have clearly delineated responsibilities and devoted resources to make the collaborations successful. A majority of our online stores are opened in the name of our KOLs and only sell products catering to the tastes of the respective KOLs' fans and endorsed by the KOLs in their social media spaces. The KOLs agree to use their images and social networks accounts exclusively for the promotion and sale of products designated by us. They post lifestyle content on social media platforms, such as Weibo and WeChat, that promote brands and products designated by us, interact with their fans, share thoughts and ideas, convey messages about our products to potential consumers and solicit feedback that help us design products that fit the style of our KOLs and customers. To convert traffic on social media to purchases in online stores, KOLs provide hyperlinks to our online stores from their blogs to help fans find and purchase our products conveniently. On the other hand, we own and directly control and operate the online stores and are responsible for store setup and maintenance, merchandising, payment collection, supply chain management and customer service. We have an operations team that helps ensure that our online stores are artfully presented, and refreshed in keeping up-to-date with our new product launches. Our operation team regularly works with our

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KOLs in producing the most updated digital content, including product photography, site banners and other promotional content.

Our product sales revenues are generated from sales of various fashion and lifestyle products to consumers mainly through our online stores under the full-service model. Our full service model contributed the vast majority of our total revenue generated from fiscal years 2017 and 2018 and the first three quarters of fiscal year 2019, accounting for 99.1%, 96.3% and 88.3% of our total revenues, respectively. Revenues from our full-service model increased by 59.4% from RMB572.4 million for fiscal year 2017 to RMB912.5 million (US$132.7 million) for fiscal year 2018, and increased by 3.8% from RMB728.1 million for the first three quarters of fiscal year 2018 to RMB755.9 million (US$109.9 million) for the first three quarters of fiscal year 2019. While we expect to continue increasing revenue from our full-service model, sales volume as a percentage of our total revenues will likely decrease in the future as we strive to achieve dynamic balance between our business models according to industry trends and our working capital levels.

We generally enter into cooperation agreements with our KOLs but may enter into employment agreements with our KOLs in certain circumstances. Both cooperation agreements and employment agreements provide a contractual term, general work description and certain rights and obligations of a KOL. In particular, both cooperation agreements and employment agreements render us the exclusive right to operate online stores in the name of KOLs and enable us to use the KOLs' portrait rights, name rights and other intellectual property rights free of charge. For details, please see "—Our KOLs—Key Inofrmation of Our Selected KOLs." As of December 31, 2018, there were 113 KOLs that entered into cooperation agreements with us while there was one KOL, who is Libelin, our design director and the spouse of our founder and Chairman, FENG Min, who entered into an employment agreement with us. Under the cooperation agreements, KOLs are entitled to KOL service fees. The amount of KOL service fees is determined based on a variety of factors, including GMV sold in the online store, types of products and services facilitated, popularity of the KOL and other market factors. Our KOLs under full-service model are entitled to different ranges of service fees according to the products they sell and promote. For example, KOLs on our clothing online stores are typically entitled to approximately 15% of operating cash inflows or approximately 17% of revenue from such online stores, while KOLs on our cosmetics online stores are typically entitled to approximately 8% to 30% of operating cash inflows or approximately 9% to 35% of revenue from such online stores. ZHANG Dayi, one of our KOLs who established a joint venture with us, is entitled to 49% of net profit from our online stores opened in her name. KOLs who entered into employment agreements with us are not entitled to service fees. Instead, we pay a pre-determined amount of salaries and relevant employee benefits to them.

Platform Model

We launched the platform model in 2017 which allows us to operate in a more asset-light manner and collaborate with a greater number and variety of KOLs. Under the platform model, we serve as a platform where we provide KOL sales and advertising services to brands and other merchants. Leveraging the greater flexibility of our platform, we are able to collaborate with more established and emerging KOLs in addition to top-tier KOLs. Established and emerging KOLs have smaller fan bases on social media platforms but they manage to maintain closer bonds with their fans who belong to the same peer group with similar interests, backgrounds, social status, wealth and aesthetic preferences. We usually reach out to KOLs who have already built their fan bases ranging from ten to twenty thousand. We invest in their social media accounts by developing their distinctive characters and providing industry insights, market trends and other resources. After we have successfully built up KOLs' social media accounts and enlarge their fan bases, we begin to look for brands whose products are suitable for each KOL's style and charisma.

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We leverage our platform to provide a variety of services, including KOL sales services and KOL advertising services. For example, with respect to KOL sales services, we cooperate with third-party online retailers to leverage the popularity of our KOLs to promote products and services, in which case we charge online retailers a service fee based on the GMV. To further leverage the popularity of our KOLs and explore additional monetization channels, we have been devoted to creating innovative KOL advertising services. Customers of our KOL advertising services primarily include global leading brands and other merchants who use our KOLs to promote their products or services either on their social media spaces or offline. Our KOLs participate in numerous types of advertising campaigns, such as graphic advertisements, short films and live streaming. The following chart illustrates our advertising services under our platform model:

Our KOLs worked with global leading brands. Additionally, our KOLs have worked with a variety of businesses, including travel agencies, app designers and child care institutions to promote their products and services. For example, we organized an advertising campaign for a laundry detergent brand whereby a number of KOLs promoted and sold one product on different social media platforms.

For KOL sales services, we typically enter into cooperation agreements with third-party merchants for specified terms under which our KOLs promote and sell products or services for them in third-party online stores, while they pay us service fees based on GMV sold in such third-party online stores. The amount of KOL service fees is determined based on a variety of factors, including GMV sold in third-party online store, types of products and services facilitated, popularity of the KOL and other market factors. Our KOLs under platform model are typically entitled to 30%-50% of the sales and marketing service revenues we obtain from third-party merchants.

For KOL advertising services, we typically enter into advertising contracts with third-party merchants in one-off nature under which we place advertisements on a number of KOLs' social media spaces to promote their products, while they pay us a fixed and pre-determined service fee. As such, our service revenues are generated from provision of various KOL sales and advertising services to brands, online retailers and other merchants under the platform model. It increased by approximately 5.4 times from RMB5.5 million for fiscal year 2017 to RMB35.1 million (US$5.1 million) for fiscal year 2018, and increased by approximately 3.4 times from RMB23.0 million for the first three quarters of fiscal year 2018 to RMB100.3 million (US$14.6 million) for the first three quarters of fiscal year 2019. We, in turn, pay our KOLs a fixed and pre-determined KOL service fee for using their social media spaces.

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We continue increasing our revenues from our platform model and we also expect the sales volume under our platform model as a percentage of our total sales volume will grow in the near future. Some of our KOLs who sell and promote products designed by us under our full-service model also leverage their influence on social media to sell and promote products designed by third-party merchants under our platform model. In order to avoid compromising our KOLs' sales efforts between two models, we set annual product release plans for our new product launches, so our KOLs can arrange their work schedules to accommodate both work streams in advance. In addition, products designed by us and sold in our online stores under our full-service model are mainly women's apparel while products designed by third-party merchants and sold in their online stores under our platform model are primarily cosmetics and daily necessities such as laundry detergent. Products designed by us and sold in our online stores under our full service model generally do not compete with products designed by third-party merchants and sold in their online stores under our platform model. Moreover, KOLs' cooperation with third-party brands also helps increase KOLs' exposure to the public and attract more fans and potential buyers of products designed by us. For example, KOLs who work with third-party major brands and design collaborated products are able to grow their fan bases leveraging the popularity of major brands and in turn, promote our products to new fans, thus forming a virtuous circle. As such, we believe KOLs serving under our platform model are also able to efficiently sell and promote products designed by us.. We expect to continue exploring new monetization opportunities and further expand our revenue sources. We expect to dynamically adjust the proportion of our revenues from different revenue sources in response to changes in industry trends and our financial condition.

Our KOLs

KOLs are individuals who have established credibility and authority in a particular field through public exposure and social interaction and therefore have substantial influence over their peers and fans. In the digital social media era, most KOLs built up their popularity through posting content and interacting with their fans on social media platforms, such as Weibo and WeChat. Our KOLs function as lifestyle gurus who present a particular lifestyle or attitude to their fans and, in such role, they become crucial influencers to their fans in fashion and lifestyle-related purchase decisions.

The following table sets forth a summary of our KOLs and their fans as of the dates indicated and the amount of GMV they facilitated during the periods indicated:

	As of and for fiscal year ended March 31,												As of and for the nine months ended December 31,

	2017						2018						2018
	Number of KOLs		Number of fans ⁽⁴⁾ (in millions)		GMV (RMB in millions)		Number of KOLs		Number of fans ⁽⁴⁾ (in millions)		GMV (RMB in millions)		Number of KOLs		Number of fans ⁽⁴⁾ (in millions)		GMV (RMB in millions)
Top-tier KOLs ⁽¹⁾		2		12.0		750.6		3		21.0		1,333.7		3		32.5		1,220.3
Established KOLs ⁽²⁾		3		4.4		139.3		7		17.5		321.4		7		28.9		324.2
Emerging KOLs ⁽³⁾		57		35.7		346.4		73		64.9		390.1		103		87.0		667.8

Total		62		52.1		1,236.3		83		103.4		2,045.2		113		148.4		2,211.2

(1): Top-tier KOLs facilitated GMV of above RMB100.0 million in the past twelve months.
(2): Established KOLs facilitated GMV of RMB30.0 million to RMB100.0 million in the past twelve months.
(3): Emerging KOLs facilitated GMV of less than RMB30.0 million in the past twelve months.
(4): The number of fans presented may include a single fan who was included multiple times if the fan follows more than one KOL, follows the same KOL across multiple platforms, or both.

Case Studies

We work with a wide pool of KOLs on a variety of social media platforms. We have created different models of cooperation with different types of KOLs after considering their personal style and preferences, the size and demographics of their fan base, as well as the nature and characteristics of

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the relevant social media platform. We cooperate with our KOLs under our full-service model and platform model.

Full-Service Model

Below are two outstanding case studies of our KOLs under our full-service model:


		ZHANG Dayi joined us in 2016 and has become our most successful KOL. She is among the top ten fashion internet KOLs in China as measured by number of fans, according to the Frost & Sullivan report. Prior to joining us, she already had considerable experience in modelling and in entrepreneurship, as she was a freelance model from 2009 to 2016 and also created her own brand, Jupe Vendue, in 2014. Dayi has a massive following on social media, including approximately 10.0 million fans on Weibo, approximately 10.0 million fans on Miaopai, 0.7 million fans on WeChat and approximately 10.9 million fans on Yizhibo as of December 31, 2018. In addition, Dayi has several original and successful online store brands. Dayi also works with several major brands and has released collaborated products. According to data available to all online store operators on Taobao, one of Dayi's Taobao stores was ranked the 13th, tenth and tenth in the woman apparel sector in terms of total GMV on Singles Day in 2016, 2017 and 2018, respectively, and if name brands were excluded from the list, her store was ranked the second in terms of total GMV on Singles Day throughout 2016, 2017 and 2018. She has won several recognitions awarded by social media and e-commerce platforms, such as Weibo's "2017 Celebrity with the Most Commercial Value," Weibo's "2016 Most Fashionable Celebrity" and Taobao's "2015 Outstanding Seller" and "2016 Consumer's Favorite Store" awards.


Libeilin joined us in 2011 as a fashion KOL and is currently serving as our design director. Libeilin has strong influencing power on social media, having amassed a large and steadily growing fan base. She has approximately 1.5 million fans on Weibo, 1.1 million fans on her Taobao store, 1.0 million fans on Miaopai, 1.6 million fans on Yizhibo and 14 thousand fans on WeChat as of December 31, 2018. In addition, Libeilin is the creator of the popular Sisy Chan brand, which sold over RMB27.0 million worth of goods on Singles Day alone in 2018. Libeilin is also extremely talented in brand promotion and has previously done successful promotion work for Verve, Eve Lom, and other famous brands. Libeilin is the spouse of FENG Min and has entered into an employment contract with us.

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Platform Model

Below are two outstanding case studies of our KOLs under our platform model:


		WEN Wan is a fashion KOL and the creator of the famous "garage dance" video that was released on Tik Tok. The video made her famous overnight and increased her fans by more than five million in one week. Since joining us in June 2018, she has gained over 3.0 million new fans. She keeps her fans loyal by producing high quality content on her Weibo, such as showing her fans different ways to mix and match fashionable clothes, makeup suggestions and dancing videos. Wan is also extremely good at promoting merchandises and brands. Taoke's statistic shows that the products she promoted would experience a significant increase in sales on the same day.


PIAO Zhengyi is a successful Korean fashion style KOL who began her career as a model for online stores. During her time as a model, her Korean fashion style allowed her to build up a loyal fan base, which paved the way for her to establish her own personal online store in 2016. Zhengyi joined us in 2017 and has since demonstrated a strong ability to attract new fans, particularly those who appreciate Korean fashion style. As of December 31, 2018, she had over 1.8 million fans on Weibo and over 2.3 million fans on her Taobao store, Jeongyee. She also won Weibo's "2018 New Outstanding Star" award. In addition, Zhengyi has been successful at selling and promoting products. Her Jeongyee store on Taobao achieved a monthly gross merchandise volume of over RMB10.0 million within five months of opening.

Key Information of Our Selected KOLs

We enter into cooperation agreements or employment agreements with our KOLs, under which we have the exclusive right to operate online stores in the name of KOLs, and we are entitled to use KOLs' portrait rights, name rights and other intellectual property rights free of charge.

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Below is a summary of key information of our top-tier KOLs and established KOLs in fiscal year 2018:

Top-tier KOLs

Name	Online stores	Social media accounts ⁽¹⁾	Term ⁽²⁾	Exclusivity
ZHANG Yi, a.k.a. ZHANG Dayi ( )	• My Favorite Wardrobe ( ) • Milk Scent/Fragrance Best Lingerie ( ) • Sold-out Lipsticks ( ) • Sold-out Dresses Outlet ( Outlets) • Sold-out Candles ( ) • Big Eve Flagship Store ⁽³⁾	Weibo name: Zhang Dayi eve ( eve) ⁽⁴⁾ Over 20 million fans in total	Effective from April 30, 2016 to March 31, 2021, and will automatically renew for three years on the date of expiry.	We are Ms. ZHANG's exclusive partner for her e-commerce business. ⁽⁵⁾
JIN Lingjia, a.k.a. Dajin ( )	• BIGKING ( ) ⁽⁶⁾	Weibo name: Delicious Dajin (delicious ) ⁽⁷⁾ Over 7 million fans in total	Effective from April 30, 2016 to February 9, 2020	We are Ms. JIN's exclusive partner for her e-commerce business.
CHEN Sijia, a.k.a. Libeilin ( ) ⁽⁸⁾	• Libeilin sisy ( sisy)	Weibo name: Libeilin ( ) Over 2 million fans in total	Effective from April 1, 2016 to March 31, 2021	We are Ms. CHEN's exclusive partner for her e-commerce business.

Established KOLs

Name	Online stores	Social media accounts ⁽¹⁾	Term ⁽²⁾	Exclusivity
WANG Chong, a.k.a. Chongchong ( )	• Chonny Cosmetics ( Chonny ) ⁽⁵⁾	Weibo name: Chongchong Chonny ( Chonny) ⁽⁷⁾ Over 5 million fans in total	Effective from July 30, 2016 to April 29, 2021	We are Ms. WANG's exclusive partner for her e-commerce business.
YANG Xia ( )	• Yangxia Cosmetics ( Hisunny) ⁽⁹⁾	Weibo name: Yangxia Sunny ( -Sunny) ⁽⁷⁾ Over 4 million fans in total	Effective from July 19, 2016 to July 18, 2021	We are Ms. YANG's exclusive partner for her e-commerce business and exclusive advertisement agent.
WEI Yanni, ( )	• SantaRita ( ) ⁽⁶⁾	Weibo name: Wei Yanni Yanni ( Yanni) ⁽⁷⁾ Over 4 million fans in total	Effective from April 30, 2016 to March 26, 2019	We are Ms. WEI's exclusive partner for her e-commerce business.
ZUO Jiaojiao, ( )	• 19UP Zuojiaojiao Apparel (19UP ) ⁽⁶⁾ • Zuojiaojiao Cosmetics ( )	Weibo name: Zuo Jiaojiao Rosemary ( Rosemary) ⁽⁷⁾ Over 3 million fans in total	Effective from April 30, 2016 to August 9, 2021	We are Ms. ZUO's exclusive partner for her e-commerce business.
ZOU Meiyan, a.k.a. Zouzou ( )	• HiZZ Zouzou Small Custom Women's Apparel (HiZZ ) • Zouzou Cosmetics ( ) ⁽⁶⁾	Weibo name: Stylist Zouzou ( ) ⁽⁷⁾ Over 3 million fans in total	Effective from April 30, 2016 to March 21, 2020	We are Ms. ZOU's exclusive partner for her e-commerce business.

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Name

Online stores

Social media
accounts ⁽¹⁾

Term ⁽²⁾

Exclusivity

CHEN Aijia

•

C est Parti ( ) ⁽⁶⁾

Weibo name:
AYIKA Chen Aijia (AYIKA ) ⁽⁷⁾

Over 2 million fans in total

Effective from April 30, 2016 to September 1, 2020

We are Ms. CHEN's exclusive partner for her e-commerce business.

PIAO Zhengyi ( )

•

Piao Zhengyi Jeongyee ( Jeongyee) ⁽¹⁰⁾

Weibo name:
Piao Zhengyi ( ) ⁽¹¹⁾

Over 4 million fans in total

Effective from June 1, 2016 to May 31, 2022, and will automatically renew for three years on the date of expiry.

We are Ms. PIAO's exclusive agent for commercial activities.

(1): Contains KOLs' names on Weibo and the numbers of their respective fans as of December 31, 2018.
(2): Starting from 2017, the cooperation agreements we entered into with our KOLs normally provide that the contractual term will automatically renew for a period of three years if the KOL's revenue or number of new fans reaches a certain threshold during the initial contract term. However, KOLs may decline automatic renewal by notice to the company prior to the expiration of the initial contract term but cannot terminate the agreement prior to the end of the contractual term.
(3): We manage the online stores of and provide relevant training and advice to Ms. ZHANG.
(4): Ms. ZHANG authorizes us to use her image, name and articles/photos published on her social media accounts free of charge.
(5): Upon the completion of the Hangzhou Dayi Minority Interest Acquisition, the exclusivity obligation shall be extended to the later of (i) five years after the completion of this offering, or (ii) when the beneficial ownership of Zhang Yi in our company falls below 5% after this offering.
(6): We develop products for the brand created in collaboration with the KOL and market/sell those products through the KOL's social media accounts and our partnered online shops. The KOL authorizes the use of her image and provide marketing services for us. We own the trademarks of the collaborated brands unless the parties choose to use the KOL's own existing registered trademark, in which case the KOL grants us the exclusive license to use her trademark free of charge. The KOL and us collectively have the ownership and IP rights for the collaborated clothing brands.
(7): We have the right to use and manage the KOL's social media accounts. The KOL authorizes us to use her name, image and articles/photos published on her social media accounts free of charge.
(8): Libeilin is the spouse of FENG Min and has entered into an employment contract with us.
(9): We plan, design and develop products for Ms. YANG and market/sell those products through Ms. YANG's social media accounts and our partnered online shops. Ms. YANG authorizes the use of her image and provides marketing, sales planning and other related services for us. We act as agent for Ms. YANG and are authorized to manage her activities involving advertisements and performing arts or relating to her public image.
(10): We are authorized to manage Ms. PIAO's commercial activities. Ms. PIAO has confirmed that she is not bound by any similar agreement with any third party and that she will be responsible for any damages to third parties caused by her entering into this agreement. Ms. PIAO grants us the exclusive license to use her name and image in commercial activities free of charge.
(11): Both parties have the right to use and manage Ms. PIAO's Weibo account, which was created prior to this agreement. Any other social media accounts created by Ms. PIAO pursuant to our arrangement shall be owned by us.

Identification, Cultivation and Management of Our KOLs

We seek to identify talented KOLs to attract more fans and potential customers. To this end, we capitalize on our extensive experience in the industry. Our founders started cooperating with KOLs to sell products on online marketplaces in 2014 and have experienced a rapid growth since then. Our success lies in the ability to identify and bring to our ecosystem talented KOLs that we believe have strong potential. We scout new KOLs via social media, such as Weibo, WeChat, Tik Tok and various other social media platforms. Our selection criteria include a KOL candidate's number of fans, skills to interact with fans, personal charisma, attitude, market tactics and distinctive character. To test our KOL candidates' potential, we may also provide certain training, such as styling and use of social media, to the candidates before we enter into agreements with them in order to evaluate their ability to learn and improve in a short period of time.

We invest in our signed KOLs through training, professional support and online marketing efforts to increase their exposure on social media platforms. We offer training courses, such as styling, photography and photo editing, still modeling, clothing selection, use of social media, supply chain

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fundamentals and e-commerce fundamentals. It usually takes us five to eight months to fully develop a KOL after we enter into agreement with her.

In order to avoid negative publicity and maintain our brands' reputation, we manage and monitor our KOLs' social media platforms closely. We have the right to terminate the cooperation agreements or employment agreements with our KOLs who are involved in any inappropriate conducts that would damage our reputation.

Marketing and Fashion Capabilities to Support Our KOLs

We provide marketing support to our KOLs, including social media planning capabilities, AI solutions, and data analytics.

We identify social media platforms that our intended audience is most likely to visit and design advertising campaigns crafted to have the most impact on the targeted audience. Our social media planning capabilities enable us to strategically target the reach of online advertising campaigns. We also engage in search engine optimization and marketing for our online stores.

We worked with our investee company to developed a proprietary AI system, DeepFashion, which assists KOLs with clothing design and selection. In addition, by leveraging AI solution, we help KOLs to produce creative content to be used on their respective social media platforms as well as our online stores. We operate an in-house, professional photography studio in Hangzhou to create digital product images for product features, promotions and advertising campaigns. We also employ a team of copywriters who produce product descriptions and related content, such as consumers' guides, sizing charts, product tours and comparison shopping tools.

Moreover, we use the data we collect from our database and reporting system to understand customers' online shopping habits and apply these insights to help KOLs to create impactful marketing campaigns. We believe performance-based marketing is key in boosting visitor traffic on KOLs' social medial platforms and our online stores and increasing conversion and overall transaction volume.

Our Customers

Consumers

Under the full-service model, our customers are consumers who purchase our products on our online stores. We had a dedicated customer service team of 155 personnel as of December 31, 2018. Our customer service team responds to inquiries made through our online stores and handles customer complaints. We assign one manager to each KOL online store to handle daily operations and customer communication. In particular, pre-sale questions relating to product details comprise most of the questions we receive from customers, and we believe that a great pre-sale customer service experience could encourage customers' purchases.

We provide our consumers product warranties and return policy. As most of our online stores are opened on Taobao, we typically accept Taobao's consumer protection agreement, which provides that within 15 days of receipt of product the consumer can return the product and obtain a refund if the product has quality issues or does not match the description. In addition, our online stores typically promise that within seven days of receipt of product the consumer can return the product without specifying reasons. Orders placed by consumers on our online stores may also be cancelled for various other reasons. First, Taobao's settlement system will cancel the order if the buyer fails to make a payment within one day after placing an order. Second, Taobao's settlement system will also cancel the order and refund the buyer if (i) the buyer has paid but the seller fails to put the product in transit within 72 hours after the buyer's payment or a predetermined timeframe, (ii) the buyer did not receive the product and the seller fails to respond to the buyer's inquiry within five days after receiving such inquiry, or (iii) the buyer has paid but the seller fails to notify Taobao that the product has been

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delivered within 365 days after the buyer's payment. The consumer can also cancel the order and receive a refund if he or she did not receive the product on the expected delivery date. Our order cancellation rate was approximately 23.3% and 16.3% and our product return rate was approximately 11.4% and 20.4% in fiscal year 2018 and the first three quarters of fiscal year 2019. We did not experience any material product recall orders, penalties, claims or customer complaints due to product quality issues for fiscal years 2017 and 2018 and the first three quarters of fiscal year 2019.

Brands and Online Retailers

Under the platform model, our customers are brands and other online retailers, who use our KOLs to promote and sell their products and services. As of December 31, 2018, we cooperated with over 501 brands and 28 other online retailers.

Our Suppliers

We outsource the manufacturing process to third-party manufacturers and we manage sales orders and payment collection through our proprietary ERP system, which integrates with our other technology platforms to help ensure smooth online transactions. As such, our suppliers mainly include fabric suppliers, wholesaler clothing providers, manufacturers and logistics service providers. As of December 31, 2018, we had over 800 fabric suppliers, wholesale clothing providers and manufacturers on our supplier list who had worked with us and with which we expect to continue our business relationship in the near future. We carefully evaluate market demands for each product based on KOLs' interaction with their fans and other marketing intelligence and we take a conservative approach to minimize our inventory risk.

Fabric Suppliers, Wholesale Clothing Providers and Manufacturers

Fabric Suppliers and Wholesale Clothing Providers

Our designers work closely with trendy wholesale clothing providers and fabric suppliers to source sample clothes and fabrics required for mass production. We invite our KOLs to try on these sample clothes, and we make alterations, adjust sizes and patterns, and add decorations and other personal elements on these sample clothes to highlight each KOL's personal style. In addition, we leverage our AI solution, DeepFashion, to improve design process by critiquing design choices and providing alternatives after considering design variables. Our KOLs wear these tailor-made sample clothes and post pictures on their social media spaces inviting comments and feedback.

We enter into framework agreements with fabric suppliers and wholesale clothing providers which set out key terms, including quality standards, process requirements, delivery methods, packaging, quality assurance process, payment methods, exclusivity as to certain fabrics and sample clothes, service periods and other standard terms. We are typically required to prepay 30% of the purchase price to the fabric suppliers and wholesale clothing providers. In addition to framework agreements, we place orders one-off in nature that specify good specification, quantity, price, delivery time and location.

Manufacturers

By taking into consideration KOLs' and fans' feedback, we decide which items are more attractive and popular and send them to third-party manufacturers for commercial production. We engage third-party manufactures to produce our self-designed products, primarily including apparel, accessories and cosmetics. We typically allow manufacturers to source their own materials and fabrics according to our specifications, and provide fabrics to manufacturers where we have special requirements as to the products.

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We enter into framework agreements with manufacturers which set out key terms, including work allocation, quality and technology standards, packaging, delivery methods, risk allocation, quality control process, payment methods, service period and other standard terms. In addition to framework agreements, we place orders one-off in nature that specify product specification, quantity, price, delivery time and location. We evaluate each manufacturer's performance after each transaction based on a variety of factors, such as timely delivery of products, costs effectiveness, product quality, sufficiency of working capital and satisfactory communication. In addition, we conduct annual review of each of our manufactures to decide if such manufacturer is suitable for future cooperation. For fiscal years 2017 and 2018, respectively, purchases of goods from our top five suppliers accounted for 26.0% and 20.9% of our total purchase amount.

Logistic Service Providers

We partner with leading nationwide and local logistics service providers to ensure reliable and timely delivery. For example, we engage a number of trustworthy logistics service providers, including SF Express, one of the largest express delivery services in China. We are able to achieve delivery within 32 hours across China, except for certain rural areas in Xinjiang and Tibet.

We track and manage logistics on our enterprise resource planning system, or ERP system. It not only ensures smooth logistics but also manages the entire fulfillment process, including procurement, order tracking, production, logistics and payment receipt. For more details, please see "—Technology—Management Systems—ERP System".

Selection Process and Quality Control

We have a prudent supplier selection process, which involves trustworthy referral, background check, preliminary review, on-site visit, trial production and sampling, and the team in charge usually consists of product managers, supplier management staff, quality control staff and internal control staff. We conduct an overall evaluation of each supplier's facility capacities, worker qualifications, raw material quality, cost structure, production plans and technological capabilities.

We strictly follow our internal quality control and assurance policies throughout the sourcing and production process. Our quality control team conducts site visits at the manufacturers' facilities and monitors closely the quality of fabrics, materials and finished products as well as the manufacturing process. We also examine product samples at the production testing stage to try to make sure they satisfy all requirements set forth in the agreements before mass production.

Warehouse Management

We operate two warehouses with an aggregate gross floor area of approximately 59,470 sq.m. in Zhejiang province. Our warehouses cater to different raw materials, product categories and brands. At each warehouse, inventory is bar-coded and tracked through our warehouse management system, allowing real-time monitoring of inventory levels across our network. We purchased a warehouse management system, or WMS, which is customized to account for variance in arrangements between KOLs and their respective consumers and differences in product specifications, and we are able to closely monitor each step of the fulfillment process from the time a purchase order is confirmed and the product stocked in our warehouses, up to when the product is packaged and picked up by a logistics services provider for delivery to a consumer. For more details about our WMS, please see "—Technology—Management Systems—WMS". In addition, we leased and installed an automated warehouse system in one of our warehouses that features automatic storage and retrieval handling. This system not only improves management efficiency of the warehouse but also increases the capacity of the warehouse by approximately three times. During the week following Singles Day in 2018, our

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warehouse management system processed over 564,000 orders, showcasing our ability to support an enormous flow of transaction and order traffic.

As of December 31, 2018, we have a dedicated team of 30 employees and 221 contractors responsible for warehouse management and processing. They also closely monitor the speed and service quality of the logistics services providers through consumer surveys and feedbacks from consumers to help ensure their satisfaction.

Technology

In the emerging new retail industry, technology is key to our success in achieving efficiency for our business, improving the user experience, and enabling innovation. We have made significant investments and plan to continue to investing in developing our technology platform to deliver solutions that aim to address e-commerce needs for our brand partners. The principal components of our technology infrastructure include:

Big Data Analytics

As we operate a unique full-service model and provide end-to-end solutions, we have access to all kinds of data throughout the entire value chain in the KOL ecosystem. We collect and analyze a massive amount of data daily through tracking fashion posts and images on social media and brands' official websites, and we also collect and analyze historical sales records and our consumer profiles on Taobao. With such data, we are able to provide satisfactory products and services to our fans, consumers, brands and other customers, and to understand and meet their changing needs. In addition, we collect and analyze our warehousing and shipment data to design a more efficient logistics plan.

AI Solutions

With access to a massive amount of data we have accumulated over time, we believe we are in a unique position to develop innovative AI solutions for the benefits of our e-commerce value chain. We have utilized AI solutions, including DeepFashion and Smart Content.

•: DeepFashion: We have worked with our investee company to develop DeepFashion. It improves the design process by critiquing design choices and providing alternatives after considering key design variables. DeepFashion establishes personalized databases for KOLs by collecting a massive amount of data daily by tracking fashion posts and images on social media and brands' official websites, and categorizing them according to different types, styles, fabrics, colors of apparel and different ways to match clothing. DeepFashion also integrates historical sales records of each category of apparel and clothes on Taobao for KOLs' and designers' reference. It not only guides KOLs' extensive recommendations on their social media platforms, creating fashion trends among fans, but also guides designers to launch new customized products on KOL online stores to fit variable demands of KOLs' fans.

KOLs and designers can access our DeepFashion via both mobile application and computer webpage. It provides subscribers advanced functions. For example, subscribers can opt in or opt out of certain categories of apparel or certain online stores where they do or do not want to collect relevant images or historical sales records to create a customized database.

•: Smart Content : We have worked with a technology company to develop Smart Content. It is a solution that helps KOLs to produce creative content to be used on their respective social media platforms as well as online stores. It contains a massive database of headings, content templates and pictures, and by leveraging AI algorithms, it is able to generate relevant sales and marketing languages efficiently and effectively.

In addition, we are working with our investee company to develop Smart Fabric Detection. It is an AI solution that aims to improve fabric defect inspection by replacing human eyes with computer-based automatic inspection system to improve the fabric defect detection efficiency. Smart Fabric Detection system will consist of multiple smart visual sensors and an AI controller to detect defects on fabric rolls.

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Management Systems

•: WMS : it is a real-time system that assists us in major aspects of our logistics operations, such as managing stock keeping units, palletizing, replenishing stocks, receiving and shipping merchandises, sorting and organizing inventories, keeping transaction records, pick-and-pack, and monitoring progress to increase efficiency. In addition, the WMS allows us to lower the cost of labor as it has the ability to follow operating procedure presets and automatically create and execute an action plan upon receiving an order.
•: ERP system: it is a real-time proprietary technology that manages the entire transaction process, including procurement, order tracking, production, logistics and payment receipt. Our ERP system is built on an order management system, and is integrated with our WMS. It has the ability to consolidate and process orders from our various online stores. Once the order is processed, a notice is sent to our WMS to arrange for distribution and dispatch of the merchandise. Our ERP system also tracks order statuses, creates customer profiles, and manages post-sales services such as order canceling, product returns and refunds. These functions help us increase the efficiency and lower the cost of our order fulfillment process. In addition, KOLs are able to track the status of each product in their respective online stores, including its launch, pre-order amount, commercial production, warehouse arrival, delivery to consumers, historical sales record and other information that is helpful for KOLs to communicate with fans and consumers.

As of December 31, 2018, we had a technology team with more than 46 engineers. Many of our engineers have post-graduate degrees and have prior working experience in leading internet companies in China. For fiscal years 2017 and 2018 and the first three quarters of fiscal year 2019, our expenses related to IT department, which undertakes many of our research and development activities, amounted to RMB3.7 million, RMB11.7 million (US$1.7 million) and RMB8.0 million (US$1.2 million), respectively.

Marketing

In addition to leveraging our KOLs' popularity and influence, we employ a variety of methods to attract potential fans, consumers, merchants and other ecosystem participants and promote our products, services and brands. Our marketing capabilities include a dedicated marketing team and word-of-mouth marketing. We have built a dedicated marketing team that is responsible for communicating with branded merchants and online stores on social media the effect of the marketing services of Ruhnn. We also leverage the influence of word-of-mouth, which is information from industry players and customers about our products, services or brands. We initiated a slogan "For KOL Sales, Look To Ruhnn" to attract more brands, merchants and other participants to join our KOL ecosystem. We believe our word-of-mouth strategies and campaigns encourage KOL ecosystem participants' engagement with our brands and drive their desire to purchase our products or use our services.

Competition

We face competition principally from other China internet KOL facilitators in e-commerce. These competitors generate significant traffic and have established brand recognition, significant technological capabilities and significant financial resources.

We compete to attract, engage and retain talented KOLs based on the wide range of training and professional support we provide. We also compete for motivated and effective talent and personnel, including product designers and engineers to develop compelling products and communication tools and functions for participants in our ecosystem.

In addition, we compete to attract and retain brands, online retailers and other merchants based on our size and the engagement of fans and consumers, the effectiveness and value of the marketing

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services our KOLs offer, commission rates and the usefulness of the services we provide including data and analytics for potential customer targeting, cloud computing services and the availability of support services including payment settlement and logistics services.

Based on the foregoing, we believe that our ability to compete effectively depends upon many factors, including the size, composition and engagement of our fan base, our ability to adjust to rapid advancements in technology and consumer tastes, the strength and reputation of our brands and our selling and marketing abilities, including targeted advertising and mobile marketing services.

Intellectual Property and Other Exclusive Rights

We rely on a combination of trademark, fair trade practice, intellectual property laws in China and other jurisdictions, as well as confidentiality procedures and contractual provisions to protect our intellectual property and our trademarks. As of December 31, 2018, we had over 928 trademarks, one patent and 24 domain names in China and overseas. As of the same date, we publicly filed 255 trademark applications in China and overseas.

In addition, we rely on a number of exclusive rights, especially know-how, portrait rights, right of publicity on social media platforms, social media accounts and online store accounts. We also enter into confidentiality agreement with our employees, and we rigorously control access to our proprietary technology and information. As such, we believe the protection of our trademarks, copyrights, domain names, trade names, patents trade secrets, know-how, portrait rights, right of publicity or personality and other proprietary rights is critical to our business. For risk factors relating to our intellectual properties, please see "Risk Factors—Risks Relating to Our Business and Industry—We may not be able to adequately protect our intellectual property rights and exclusive rights."

Employees

As of December 31, 2018, we had 971 full time employees, including 936 in Zhejiang and 35 in Shanghai. The table below sets forth the numbers of employees by functions as of December 31, 2018:

Function

KOL operations	479	49.3	%
Product designers	160	16.5	%
Content producers	148	15.2	%
Others	171	17.6	%
Supplier chain and logistics	207	21.3	%
Customer service	155	16.0	%
IT and R&D	46	4.7	%
General and administrative	84	8.7	%

Total	971	100.0	%

(1): The number of employees presented in this table does not include KOLs who only entered into cooperation agreements with us.

We enter into employment contracts with our full-time employees which contain standard confidentiality and non-compete provisions. In addition to salaries and benefits, we provide performance-based bonuses for our full-time employees and commission-based compensation for our sales and marketing force.

Under PRC laws, we participate in various employee social security plans that are organized by municipal and provincial governments for our PRC-based full-time employees, including pension, unemployment insurance, childbirth insurance, work-related injury insurance, medical insurance and

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housing insurance. We are required under PRC laws to make contributions from time to time to employee benefit plans for our PRC-based full-time employees at specified percentages of their salaries, bonuses and certain allowances of such employees, up to maximum amounts specified by local governments in China.

We believe that we maintain a good working relationship with our employees, and we have not experienced any material labor disputes in the past. None of our employees are represented by labor unions.

Properties

Our headquarters are located in Hangzhou, Zhejiang Province, and our principal warehouses are located in Haining, Zhejiang Province. As of December 31, 2018, we leased approximately 11,656 square meters of office space in Hangzhou and Shanghai and leased an aggregate of over 59,470 square meters of warehouses in Haining and Hangzhou, Zhejiang Province.

Insurance

We maintain various insurance policies to safeguard against risks and unexpected events. We have purchased property insurance covering our inventory. 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 other property insurance, business interruption insurance, general third-party liability insurance or key-man insurance. We believe the insurance coverage we maintain is in line with the industry. For risk factors relating to our insurance policies, please see "Risk Factors—Risks Relating to Our Business and Industry—We may not have sufficient insurance coverage".

Legal Proceedings

We may in the future be involved in various legal or administrative claims and proceedings arising in the ordinary course of business. We are not a party to, nor are we aware of, any legal proceeding, investigation or claim, which in the opinion of our management, is likely to have a material adverse effect on our business, financial condition or results of operations. For risk factors relating to legal or administrative proceedings, please see "Risk Factors—Risks Relating to Our Business and Industry—We may incur liability for counterfeit, unauthorized, illegal, or infringing products sold or misleading information available on our KOL sales and marketing platforms" and "—We may be subject to product liability claims that could be costly and time-consuming".

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REGULATION

This section sets forth a summary of the most significant rules and regulations that affect our business activities in China or our shareholders' rights to receive dividends and other distributions from us.

Regulations Relating to Foreign Investment

Investment activities in the PRC by foreign investors are principally governed by the Guidance Catalogue of Industries for Foreign Investment, which was promulgated and is amended from time to time by the Ministry of Commerce, or the MOFCOM, and the National Development and Reform Commission, or the NDRC. In June 2017, the MOFCOM and the NDRC promulgated a revision of the Guidance Catalogue of Industries for Foreign Investment, or the Catalogue, effective in July 2017. Industries listed in the Catalogue are divided into three categories: encouraged, restricted and prohibited. Industries not listed in the Catalogue are generally deemed as constituting a fourth "permitted" category. Establishment of wholly foreign-owned enterprises is generally allowed in encouraged and permitted industries. Some restricted industries are limited to equity or contractual joint ventures, while in some cases Chinese partners are required to hold the majority interests in such joint ventures. In addition, foreign investment in restricted category projects is subject to government approvals. Foreign investors are not allowed to invest in industries in the prohibited category. Industries not listed in the Catalogue are generally open to foreign investment unless specifically restricted by other PRC regulations.

In June 2018, the MOFCOM and the NDRC promulgated the Special Management Measures (Negative List) for the Access of Foreign Investment, or the Negative List, effective in July 2018. The Negative List expands the scope of permitted industries by foreign investment by reducing the number of industries that fall within the Negative List where restrictions on the shareholding percentage or requirements on the composition of board or senior management still exists. Foreign investment in talent agency services falls within the Negative List.

To comply with PRC laws and regulations, we rely on contractual arrangements with our VIE to operate our relevant business in China. See "Risk Factors—Risks Relating to Our Corporate Structure—The PRC government may find that the contractual arrangements that establish our corporate structure for operating our business do not comply with applicable PRC laws and regulations."

Draft Foreign Investment Law

On January 19, 2015, MOFCOM published the 2015 Draft FIL. At the same time, MOFCOM published an accompanying explanatory note containing important information regarding, among other things, the 2015 Draft FIL's drafting philosophy and principles, main content, plans to transition to the new legal regime and treatment of business in the PRC controlled by foreign investment enterprises, or FIEs, primarily through contractual arrangements. The 2015 Draft FIL is intended to replace the current foreign investment legal regime, which comprises the Sino-Foreign Equity Joint Venture Enterprise Law, the Sino-Foreign Cooperative Joint Venture Enterprise Law and the Foreign Owned Enterprise Law, as well as detailed implementing rules. The 2015 Draft FIL proposes significant changes to the PRC foreign investment legal regime and may have a material impact on PRC companies listed or to be listed overseas. The 2015 Draft FIL will regulate FIEs in the same way as PRC domestic entities are regulated, except for those FIEs that operate in industries deemed to be either foreign "restricted" or "prohibited." The 2015 Draft FIL also provides that only FIEs operating in foreign restricted or prohibited industries will require entry clearance and other approvals that are not required of PRC domestic entities. As a result of the entry clearance and approvals, certain FIEs

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operating in foreign restricted or prohibited industries may not be able to continue their operations through contractual arrangements.

The 2015 Draft FIL is expected to apply to VIEs, but the specifics of the application have yet to be formally proposed. MOFCOM suggests both registration or approval as potential options for the regulation of VIE structures, depending on whether they are "Chinese" or "foreign-controlled." One of the core concepts of the 2015 Draft FIL is "de facto control," which emphasizes substance over form in determining whether an entity is "Chinese" or "foreign-controlled." This determination requires the consideration of the nature of the investors that exercise control over the entity. "Chinese investors" are natural persons who are Chinese nationals, Chinese government agencies and any domestic enterprise controlled by Chinese nationals or government agencies. "Foreign investors" are foreign citizens, foreign governments, international organizations and entities controlled by foreign citizens and entities. In its current form, the 2015 Draft FIL will make it difficult for foreign financial investors, including private equity and venture capital firms, to obtain the controlling interest of a Chinese enterprise in a foreign restricted industry.

On December 23, 2018, the State Council of the PRC submitted the 2018 Draft FIL, to the Standing Committee of the National People's Congress for deliberation. The 2018 Draft FIL is also intended to replace the Sino-Foreign Equity Joint Venture Enterprise Law, the Sino-Foreign Cooperative Joint Venture Enterprise Law and the Foreign Owned Enterprise Law to become the legal foundation for foreign investment in the PRC. Conducting operations through contractual arrangements has been adopted by many PRC-based companies to obtain and maintain necessary licenses and permits in the industries that are currently subject to foreign investment restrictions or prohibitions in the PRC. While the 2015 Draft FIL stipulates that contractual arrangements may be deemed as a form of foreign investment, the 2018 Draft FIL does not explicitly include the same language. Notwithstanding the above, the 2018 Draft FIL stipulates that the concept of a foreign investment includes foreign investors' investing in China through "any other methods" under laws, administrative regulations, or provisions prescribed by the State Council. Therefore, contractual arrangements could be deemed as a form of foreign investment under future laws, administrative regulations or provisions of the State Council of the PRC.

Furthermore, while the 2018 Draft FIL had been submitted to the Standing Committee of the National People's Congress for deliberation, there remain substantial uncertainties as to (i) whether and when the 2018 Draft FIL will be adopted, (ii) whether its provisions will be adopted without any revisions; and (iii) how the government authorities will interpret and apply its provisions in real cases. For the potential impact of the 2018 Draft FIL on our Company, please see "Risk Factors—Risks Relating to Our Corporate Structure—We face uncertainties with respect to the interpretation and implementation of the Draft Foreign Investment Law, which proposes significant changes to the PRC foreign investment legal regime and has a material impact on businesses in China controlled by FIEs primarily through contractual arrangements, such as our business."

Regulations Relating to the Talent Agency Business

Pursuant to the Regulation on the Administration of Commercial Performances (2016 Revision), which was promulgated by the State Council of the PRC, foreign investors are allowed to set up either Sino-foreign equity joint talent agencies in which Chinese investors must own at least 51% of the equity interest, or Sino-foreign cooperative talent agencies in which Chinese investors must have the dominant position. Wholly foreign-funded talent agencies are not allowed, except that investors from Hong Kong and Macao may establish wholly Hong Kong-funded or Macao-funded talent agencies in the mainland provided that such investors meet certain requirements. For example, the Hong Kong or Macao investor must be incorporated in Hong Kong or Macao and has engaged in substantive business operations for three years or more.

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To comply with the restriction on foreign investment in the talent agency business, we have operated our talent agency business through our VIE.

Regulations Relating to Online Data Processing and Transaction Processing Business (Operational E-commerce)

The Regulations for Administration of Foreign-invested Telecommunications Enterprises, which was promulgated by the State Council of the PRC in December 2001 and subsequently amended in September 2008 and February 2016, respectively, set forth detailed requirements with respect to capitalization, investor qualifications and application procedures in connection with the establishment of a foreign-invested telecommunications enterprise. These regulations prohibit a foreign entity from owning more than 50% of the total equity interest in any value-added telecommunications service business in China and require the major foreign investor in any value-added telecommunications service business in China to have a good and profitable record and operating experience in this industry.

In July 2006, the Ministry of Information Industry, the predecessor of the Ministry of Industry and Information Technology, or the MIIT, issued the Circular on Strengthening the Administration of Foreign Investment in the Operation of Value-added Telecommunications Business, pursuant to which a domestic PRC company that holds an ICP license is prohibited from leasing, transferring or selling the ICP license to foreign investors in any form and from providing any assistance, including resources, sites or facilities, to foreign investors that conduct a value- added telecommunications business illegally in China. Further, the domain names and registered trademarks used by an operating company providing value-added telecommunications services must be legally owned by that company or its shareholders. In addition, the company's operational premises and equipment must comply with the approved coverage region on its ICP license, and the company must establish and improve its internal internet and information security policies and standards and emergency management procedures. If an ICP license holder fails to comply with the above requirements and also fails to remediate such non-compliance within a specified period of time, the MIIT or its local counterparts have the discretion to impose administrative measures on such license holder, including revoking its ICP license.

On June 19, 2015, the MIIT issued the Circular on Lifting the Restriction to Foreign Shareholding Percentage in Online Data Processing and Transaction Processing Business (Operational E-commerce), or the New E-commerce Circular, pursuant to which, foreign investors are allowed to hold up to 100% equity interest of an entity operating online data processing and transaction processing business (operational e-commerce) in China. While the New E-commerce Circular removed the shareholding percentage restriction for foreign investors in the online data processing and transaction processing business, foreign investors still need to satisfy certain stringent requirements under the Regulations for Administration of Foreign-invested Telecommunications Enterprises. For example, major foreign investors seeking to obtain the license for their online data processing and transaction processing businesses must have good track records and operating experiences in the value-added telecommunications service industry.

Currently, there remain significant uncertainties with respect to the interpretation and implementation of the New E-commerce Circular as well as the application for the license regarding online data processing and transaction processing business by a wholly foreign funded enterprise in practice. For example, the term "operational e-commerce" is undefined in either the New E-commerce Circular or other relevant laws and regulations. Considering the uncertainty of the implementation of the New E-Commerce Circular, we will rely on contractual arrangements with our VIE to operate our operational e-commerce business in the future.

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Regulations Relating to E-commerce

China's e-commerce industry is at an early stage of development. In May 2010, the State Administration for Market Regulation, or the SAMR, formerly known as State Administration for Industry and Commerce, adopted the Interim Measures for the Administration of Online Commodities Trading and Relevant Services. Under these measures, enterprises or other operators that are engaging in online commodities trading or other services and are registered with the SAMR or its local branches must make the information stated in their business licenses available to the public or provide links to their business licenses on their websites. Online distributors must adopt measures to ensure the safety of online transactions, protect online shoppers' rights and prevent the sale of counterfeit goods. Information on products and transactions released by online distributors must be authentic, accurate, complete and sufficient. The above interim measures were replaced by the Measures for the Administration of Online Commodities Trading, which was issued by the SAMR on January 26, 2014 and became effective on March 15, 2014. These newly issued measures further impose more stringent requirements and obligations on the online trading or service operators. We are subject to such rules as a result of our online sales business.

In January 2017, the SAMR adopted the Interim Measures for Seven-day Unconditional Return of Online Purchased Goods. Pursuant to such interim measures, customers are entitled to return goods without reason, except for customized goods, fresh and perishable goods, delivered newspapers or periodicals, and audio-visual products, computer software and other digital products which are downloaded online or of which the packages have been opened by customers.

On August 31, 2018, the Standing Committee of the National People's Congress promulgated the E-commerce Law of the PRC, or the new E-commerce Law, which came into effect on January 1, 2019. The new E-commerce Law regulates e-commerce platform operators, or platform operators, as well as e-commerce operators who sell products or provide services on e-commerce platforms. Specifically, the new E-commerce Law provides that e-commerce operators shall (i) register themselves as market subjects according to the law, except for individuals selling self-produced agricultural and sideline products or family handicrafts, applying their own skills in labor activities that are exempted from registration, or engaged in odd small-amount transaction activities that do not require any license under the law; (ii) fulfill their tax obligations and enjoy tax incentives in accordance with the law; (iii) always have information about its own business license, the administrative license issued for its business, and its status as a party that is not required to register itself as a market subject, or the link to a webpage with such information published in a prominent position on its homepage; (iv) bear the likely risks and responsibilities when commodities are in transit, except for when consumers select separate express logistics service providers; and (v) provide clear notice to consumers for tie-in sales and shall not set tie-in commodities or services as the default option. Further, e-commerce operators that possess dominant market positions shall not abuse their market dominance to eliminate or restrict competition.

In addition, the new E-commerce Law provides that platform operators shall (i) verify and register the identity, address, contact and administrative license of e-commerce operators applying to sell commodities or provide services on its platform, establish registration archives and have them verified and updated regularly; (ii) record and save information released on its platform about commodities and services and deals concluded for a period of three years (unless otherwise stipulated), and ensure the completeness, confidentiality and availability of such information; (iii) use noticeable labels to clearly identify any business that it conducts on its own platform. A platform operator shall not impose unreasonable restrictions over or add unjustified conditions to transactions concluded on its platform by e-commerce operators, nor shall a platform operator charge e-commerce operators on its platform any unreasonable fees.

If a platform operator knows, or should have known, that an e-commerce operator has conducted acts infringing on the legitimate rights and interests of consumers, but the platform operator fails to

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take any necessary measure, the platform operator shall be held jointly and severally liable with the e-commerce operator. Where a platform operator fails to examine the qualifications of the e-commerce operators on its platform or fails to protect the safety of its consumers in respect of goods or services that may affect the consumer's health, the platform operator shall bear corresponding liability to the consumers. Where a platform operator fails to take necessary measures against violations of intellectual property rights by e-commerce operators on its platform, the administrative department for intellectual property may order the platform operator to make corrections within the required time limit; where it fails to make corrections within the required time limit, the platform operator may face administrative fines of up to RMB2 million.

Regulations Relating to Foreign Trade

Pursuant to the Foreign Trade Law of the PRC (revised in 2016), which was promulgated by the Standing Committee of the National People's Congress on May 12, 1994, amended on April 6, 2004 and further amended on November 7, 2016, a foreign trade dealer engaged in import or export of goods or technologies shall register with the authority responsible for foreign trade under the State Council of the PRC or its authorized bodies. Where a foreign trade dealer fails to register as required, the Customs authority shall not process the declaration and clearance procedures for the imported or exported goods.

Regulations Relating to Tort Liability, Product Quality and Consumer Protection

The Tort Liability Law of the PRC was enacted by the Standing Committee of the National People's Congress on December 26, 2009. Under this law, in the event of damage arising from a defective product, the victim may seek compensation from either the manufacturer or seller of such a product. If the defect is caused by the seller, the manufacturer shall be entitled to seek full reimbursement from the seller upon compensation of the victim.

The PRC Product Quality Law (revised in 2009 and 2018) applies to all production and sales activities in China. Pursuant to this law, products offered for sale must satisfy the relevant quality and safety standards. Enterprises may not produce or sell counterfeit products in any manner, including forging brand labels or giving false information regarding a product's manufacturer. Violations of state or industrial standards for health and safety and any other related requirements may result in civil liabilities and administrative penalties, such as compensation for damages, fines, suspension or revocation of business license and confiscation of products that were illegally produced and sold as well as the proceeds from such sales. Severe violations may subject the responsible individual or enterprise to criminal liabilities. Where a defective product causes physical injury to a person or damage to another person's property, the victim may claim compensation from the manufacturer or from the seller of the product. If the seller pays compensation for damages caused by the manufacturer, the seller may seek full reimbursement from the manufacturer. Similarly, if the manufacturer pays compensation for damages caused by the seller, the manufacturer may seek full reimbursement from the seller.

The PRC Consumer Protection Law, as amended on October 25, 2013 and effective on March 15, 2014, or the amended PRC Consumer Protection Law, requires business operators to guarantee that the commodities they sell satisfy the requirements for personal or property safety, provide consumers with authentic information about the commodities, and guarantee the quality, function, usage and term of validity of the commodities. The amended PRC Consumer Protection Law imposes even more stringent requirements and obligations on business operators selling goods or services through the internet. For example, consumers are entitled to return the goods (except for certain specific goods) within seven days upon receipt without any reasons when they purchase the goods from business operators via the internet. Failure to comply with the amended Consumer Protection Law may subject business operators to civil liabilities and, where crimes are committed during the infringement of the lawful rights and interests of consumers, criminal liabilities.

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As to legal liabilities of the platform operator, the amended PRC Consumer Protection Law set forth that, where a consumer's interest are prejudiced when purchasing products or services via an e-commerce platform, and the platform operator fails to provide the name, address and valid contact information of the seller, the manufacturer or the service provider, the consumer may demand compensation from the platform operator. Once the online trading platform operator has paid compensation, it shall have a right of recourse against the seller, the manufacturer or the service provider. If the platform operator knew, or should have known, that a seller, manufacturer or service provider is using the online platform to infringe upon the lawful rights and interests of consumers, and the platform operator fails to take necessary measures, it shall bear joint and several liabilities with the seller, the manufacturer or service provider.

We are subject to the above laws and regulations as an online retailer of commodities and believe that we are currently in compliance with these regulations in all material aspects.

Regulations Relating to Pricing

In China, only the prices of a very small number of products and services are guided or fixed by the government. According to the PRC Pricing Law, business operators must display prices clearly and in accordance with the requirements set out by the relevant authority. Further, business operators must indicate the name, origin of production, specifications and other relevant information. Business operators shall not charge any price different from the displayed price or fees that are not explicitly indicated. Business operators must not engage in any specified unlawful pricing activities, such as colluding with others to manipulate the market price, using false or misleading prices to lure consumers into concluding a transaction, or conducting price discrimination against other business operators. Failure to comply with the PRC Pricing Law may subject business operators to administrative sanctions such as the issuance of a warning, an order to make a rectification, confiscation of illegal gains, imposition of fines, suspension of business operations or revocation of business licenses under severe circumstances, as well as potential civil and criminal liabilities.

We are subject to the PRC Pricing Law as an online retailer and believe that our pricing activities are currently in compliance with the law in all material aspects.

Regulations Relating to Intellectual Property

The Copyright Law of the PRC, promulgated in 1990 and revised in 2001 and 2010, and the Regulations on Computer Software Protection, promulgated by the State Council of the PRC on December 20, 2001 and revised on January 8, 2011 and January 1, 2013, provide protection to the rights and interests of computer software copyright holders. Pursuant to the Regulations on Computer Software Protection, software developed by PRC citizens, legal entities or other organizations is automatically protected immediately after its development, regardless of whether the software was published. A software copyright owner may register with the designated registration authorities and obtain a registration certificate, which serves as preliminary proof of ownership of the copyright and other registered matters. The operational procedures for the registration of software copyright and the registration of software copyright license and transfer agreements are set forth in the Measures on Computer Software Copyright Registration promulgated by the National Copyright Administration on February 20, 2002.

Trademarks are protected by the Trademark Law of the PRC (Revised in 2013), which was promulgated on August 23, 1982 and subsequently amended on February 22, 1993, October 27, 2001 and August 30, 2013, as well as the Implementation Regulation of the PRC Trademark Law adopted by the State Council of the PRC on August 3, 2002 (Revised in 2014). Pursuant to the PRC Trademark Law, registered trademarks refer to trademarks registered with the Trademark Office under the SAMR, including trademarks for goods and services, collective trademarks and certification trademarks. The

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PRC Trademark Law has adopted a "first come, first file" principle with respect to trademark registration. A registration application may be rejected if the trademark concerned is identical or similar to another trademark which has already been registered or been given a preliminary examination and approval for use on similar or same kind of goods or services. No applicant may prejudice the existing rights of others, nor may any person register a trademark that has already been used by another party and has already gained a "sufficient degree of reputation" through such party's use. A registered trademark is valid for a period of 10 years and can be renewed within 12 months prior to the expiry date. Each renewal of registration will be valid for 10 years.

The PRC Trademark Law further provides that a trademark registrant may license its registered trademark to another party by entering into a trademark license contract. Trademark license agreements must be filed with the Trademark Office. The licensor shall supervise the quality of the goods on which the trademark is used, and the licensee shall guarantee the quality of such goods.

The MIIT promulgated the Administrative Measures on Internet Domain Name, or the Domain Name Measures, on August 24, 2017. According to the Domain Name Measures, domain name owners are required to register their domain names with the domain name registries, which are supervised and administered by the MIIT. The domain name registration follow a "first come, first file" principle. Applicants for the registration of domain names are required to provide true, accurate and complete information in their application, including the identity of the domain name holder, as well as enter into registration agreements with the domain name registry. The applicant becomes the holder of the applied domain name upon the completion of the registration procedure.

According to the Patent Law of the PRC (Revised in 2008), promulgated by the Standing Committee of the National People's Congress, and its Implementation Rules (Revised in 2010), promulgated by the State Council of the PRC, the State Intellectual Property Office of the PRC is responsible for administering patents in the PRC. The patent administration departments of the provincial, autonomous regions or municipal governments are responsible for administering patents within their respective jurisdictions. The Patent Law of the PRC and its implementation rules provide for three types of patents, namely "invention", "utility model" and "design". Invention patents are valid for 20 years, while design patents and utility model patents are valid for 10 years, from the date of application. The Chinese patent system adopts a "first come, first file" principle, which means that where more than one person files a patent application for the same invention, a patent will be granted to the person who files the application first. To be patentable, invention or utility models must meet three criteria: novelty, inventiveness and practicability. The use of a patent without the consent of or a proper license from the patent owner constitutes an infringement of the owner's patent rights.

Regulations Relating to Foreign Exchange

Under the PRC Regulations on Foreign Exchange Control, promulgated on January 29, 1996 and last amended on August 5, 2008, and various regulations issued by the SAFE and other relevant PRC government authorities, Renminbi may be converted into other currencies for the purpose of current account items, such as trade related receipts and payments and payment of interests and dividends. The conversion of Renminbi into other currencies and remittance of the converted foreign currency outside the PRC for the purpose of capital account items, such as direct equity investments, loans and repatriation of investments, requires the prior approval from the SAFE or its local office. Payments for transactions that take place within the PRC must be made in Renminbi. Subject to the conditions and requirements set by the SAFE, PRC companies may repatriate or deposit overseas the foreign currency payments received abroad. Foreign-invested enterprises may retain foreign exchange proceeds from the current account items in accounts with designated foreign exchange banks subject to a cap set by the SAFE or its local office or sell the foreign exchange proceeds to a financial institution engaging in settlement and sale of foreign exchange pursuant to the relevant rules and regulations of the State. For foreign exchange proceeds under the capital accounts, approval from the SAFE is required for its retention or sale to a financial institution engaging in settlement and sale of foreign exchange, except otherwise provided under the relevant rules and regulations of the PRC.

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Pursuant to the Notice of the SAFE on Further Improving and Adjusting Foreign Exchange Administration Policies for Direct Investment, or the SAFE Notice No. 59, promulgated by the SAFE on November 19, 2012 and amended on May 4, 2015 and October 10, 2018, approval is not required for opening of foreign exchange accounts for direct investment or for conducting domestic transfer of the foreign exchange for direct investment. The SAFE Notice No. 59 also simplified the capital verification and confirmation formalities for FIEs, the foreign capital and foreign exchange registration formalities required for foreign investors to acquire equities of a Chinese company. The SAFE Notice No. 59 further improves the exchange settlement administration of the foreign exchange capital of foreign-invested entities.

The Notice of the SAFE on Reforming the Management Approach Regarding the Settlement of Foreign Capital of Foreign-invested Enterprise, or the SAFE Notice No. 19, was promulgated on March 30, 2015 and became effective on June 1, 2015. According to the SAFE Notice No. 19, a FIE may, in response to its actual business needs, settle with a bank the portion of the foreign exchange capital in its capital account for which the relevant foreign exchange bureau has confirmed monetary contribution rights and interests (or for which the bank has registered the account-crediting of monetary contribution). For the time being, FIEs are allowed to settle 100% of their foreign exchange capital on a discretionary basis; a FIE shall truthfully use its capital for its own operational purposes and within its scope of business; where an ordinary FIE makes domestic equity investments with the amount of foreign exchanges settled, the invested enterprise shall first go through domestic reinvestment registration and open a corresponding Account for Foreign Exchange Settlement Pending Payment with the foreign exchange bureau (bank).

According to Circular 16, all enterprises registered in PRC may convert their foreign exchange under capital account items (including but not limited to foreign currency capital and foreign debts) to Renminbi on a self-discretionary basis. The Circular 16 reiterates the principle that a company may not use Renminbi converted from foreign currency-denominated capital directly or indirectly for purposes beyond its business scope, for investments in securities or for other investments with the exception of principal-guaranteed bank financial products within the PRC unless otherwise specifically provided. Further, the converted Renminbi shall not be used to make loans for related companies unless it is within the business scope or to build or purchase any real estate that is not for the company's own use unless the company's business is in real estate.

SAFE Circular 37 promulgated by the SAFE in July 2014, requires PRC residents or entities to register with the SAFE or its local branch 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 its basic information (including change of such PRC citizens or residents, name and operation term, and etc.), increases or decreases in investment amount, transfers or exchanges of shares, or mergers or divisions, etc.

SAFE further enacted the Notice of the SAFE on Further Simplifying and Improving the Foreign Exchange Management Policies for Direct Investment, or the SAFE Notice 13, on February 13, 2015, which allows PRC residents or entities to register with qualified banks their establishment or control of an offshore entity established for the purpose of overseas investment or financing. However, remedial registration applications made by PRC residents that previously failed to comply with the SAFE Circular 37 will continue to fall under the jurisdiction of the relevant local branch of the SAFE. 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 distributing profits to the offshore parent and from carrying out subsequent cross-border foreign exchange activities. Further, the special purpose vehicle may be restricted in its ability to contribute additional capital into its PRC subsidiary.

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All of our shareholders who, to our knowledge, are subject to the above SAFE regulations have completed the necessary registrations with the qualified banks as required by SAFE Circular 37.

On January 26, 2017, SAFE issued the Notice on Further Promoting the Reform of Foreign Exchange Administration and Improving Authenticity and Compliance Review, or the SAFE Notice 3, which stipulates several capital control measures with respect to the outbound remittance of profit from domestic entities to offshore entities, including the requirements that: (i) under the principle of genuine transaction, banks shall review 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 losses incurred in previous years before remitting the profits. Moreover, pursuant to SAFE Notice 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.

Regulations Relating to Dividend Distribution

The principal laws and regulations regulating the distribution of dividends by FIEs in the PRC include the Company Law of the PRC, as amended in 1999, 2004, 2005, 2013 and 2018, the Wholly Foreign-owned Enterprise Law of the PRC promulgated in 1986 and last amended in 2016 and its implementation regulations promulgated in 1990 and subsequently amended in 2001 and 2014, the Equity Joint Venture Law of the PRC promulgated in 1979 and last amended in 2016 and its implementation regulations promulgated in 1983 and last amended in 2014, and the Cooperative Joint Venture Law of the PRC promulgated in 1988 and last amended in 2017 and its implementation regulations promulgated in 1995 and last amended in 2017. Under the current regulatory regime in the PRC, FIEs in the PRC may pay dividends only out of their accumulated profit, if any, determined in accordance with PRC accounting standards and regulations. Except otherwise provided by the laws regarding foreign investment, a PRC company is required to set aside at least 10% of its after-tax profit as general reserves until the cumulative amount of such reserves reaches 50% of the company's registered capital. A PRC company shall not distribute any profits until any losses from prior fiscal years have been offset. Profits retained from prior fiscal years may be distributed together with distributable profits from the current fiscal year.

Regulations Relating to Employment and Social Warfare

The Labor Contract Law, which was implemented on January 1, 2008 and amended on December 28, 2012, is primarily aimed at regulating employee/employer rights and obligations, including matters with respect to the establishment, performance and termination of labor contracts. Pursuant to the Labor Contract Law, labor contracts shall be concluded in writing if labor relationships are to be or have been established between enterprises or institutions and the laborers. Enterprises and institutions are forbidden to force employees to work beyond the time limit, and employers shall pay employees for overtime work in accordance with national regulations. In addition, labor wages shall not be lower than local standards on minimum wages and shall be paid to employees in a timely manner. In addition, according to the Labor Contract Law: (i) an employer must pay an employee double income if the employer fails to enter into an employment contract with the employee after the lapse of more than one month but less than one year from the date of employment, and, if the failure to enter into an employment contract persists for more than one year, the parties will be deemed to have entered into a labor contract with an "unfixed term"; (ii) employees who fulfill certain criteria, including having worked for the same employer for ten years or more, may demand that the employer execute a labor contract with them with an unfixed term; (iii) employees must adhere to regulations in the labor contracts concerning commercial confidentiality and non-competition; (iv) if an employee breaches the provisions concerning term of services in the labor contract, an employer may seek an amount of compensation not exceeding the cost of training the employee; (v) employees may terminate

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their employment contracts with their employers if their employers fail to make social insurance contributions in accordance with the law; (vi) employers who demand money or property from employees as guarantee may be subject to a fine of more than RMB500 but less than RMB2,000 per employee; and (vii) employers who intentionally deprive employees of any part of their salary must, in addition to their full salary, pay such employees compensation ranging from 50% to 100% of the amount of salary so deprived if they fail to pay the salary deprived within the period specified by the labor administration authorities.

According to the Labor Law of the PRC, promulgated on July 5, 1994 and effective on January 1, 1995 and amended on August 27, 2009 and December 29, 2018, enterprises and institutions shall establish and improve their system of workplace safety and sanitation, strictly abide by state rules and standards on workplace safety and sanitation as well as other relevant articles of labor protection, and educate laborers in labor safety and sanitation in the PRC. Labor safety and sanitation facilities shall comply with standards prescribed by the State.

As required under the Regulation of Insurance for Labor Injury implemented on January 1, 2004 and amended in 2010, the Provisional Measures for Maternity Insurance of Employees of Corporations implemented on January 1, 1995, the Decisions on the Establishment of a Unified Program for Basic Old-Aged Pension Insurance of the State Council of the PRC issued on July 16, 1997, the Decisions on the Establishment of the Medical Insurance Program for Urban Workers of the State Council of the PRC promulgated on December 14, 1998, The Unemployment Insurance Measures promulgated on January 22, 1999 and the Social Insurance Law of the PRC implemented on July 1, 2011 and amended on December 29, 2018, enterprises are obliged to provide their employees in the PRC with welfare schemes covering pension insurance, unemployment insurance, maternity insurance, labor injury insurance and medical insurance. These payments are made to local administrative authorities, and any employer that fails to contribute may be fined and ordered to make the payment within a prescribed time limit.

According to the Regulations on the Management of Housing Provident Funds, which was promulgated by the State Council of the PRC in 1999 and amended in 2002, newly established enterprises must register at the competent housing provident fund managing center. These enterprises shall then use the verification documents provided by such managing center to open housing provident fund accounts for their employees at the relevant bank. Enterprises are also required to pay and deposit housing funds on behalf of their employees in full and in a timely manner.

Regulations Relating to Tax

On March 16, 2007, the National People's Congress promulgated the Law of the PRC on Enterprise Income Tax, which was amended on February 24, 2017 and December 29, 2018, and on December 6, 2007, the State Council of the PRC enacted The Regulations for the Implementation of the Law on Enterprise Income Tax, or collectively, the EIT Law. The EIT Law came into effect on January 1, 2008. According to the EIT Law, taxpayers consist of resident enterprises and non-resident enterprises. Resident enterprises are defined as enterprises that are established in China in accordance with PRC laws, or that are established in accordance with the laws of foreign countries but whose "de facto management body" is located in the PRC. Non-resident enterprises are defined as enterprises that are set up in accordance with the laws of foreign countries and whose de facto management body is located outside the PRC, but have either established institutions or premises in the PRC or have income generated from inside the PRC. Under the EIT Law and relevant implementing regulations, enterprises are subject to a uniform corporate income tax rate of 25%. However, if non-resident enterprises have not formed permanent establishments or premises in the PRC, or if they have formed permanent establishments or premises in the PRC but their relevant income derived in the PRC is not related to those establishments, then their enterprise income tax would be set at a rate of 10% for their income sourced from inside the PRC.

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The Notice Regarding the Determination of Chinese-Controlled Offshore Incorporated Enterprises as PRC Tax Resident Enterprises on the Basis of De Facto Management Bodies, promulgated by the SAT on April 22, 2009 and last amended on December 29, 2017, sets out the standards and procedures for determining whether an overseas China-funded enterprise shall be identified as a resident enterprise of the actual organizational management within the territory of the PRC, and shall be subject to relevant taxation management and collection of enterprise income tax on its income derived from within and out of the territory of the PRC.

As noted, the EIT Law provides that an income tax rate of 10% will be applicable to dividends or other gains received by investors who are "non-resident enterprises" and who meet the aforementioned requirements for the lower enterprise income tax rate. Such income tax on dividends may be reduced further by the tax treaties between China and the jurisdictions in which our non-PRC shareholders reside. Specifically, pursuant to an Arrangement between the PRC and the Hong Kong Special Administrative Region on the Avoidance of Double Taxation and Prevention of Fiscal Evasion, or the Double Tax Avoidance Arrangement, and other applicable PRC laws, if a Hong Kong enterprise (being the beneficial owner of dividends from a PRC enterprise) is determined by the competent PRC tax authority to have satisfied the relevant conditions and requirements under such Double Tax Avoidance Arrangement and other applicable laws, the 10% withholding tax on the dividends that the Hong Kong enterprise receives from the PRC enterprise may be reduced to 5% subject to approval from the relevant tax authority. However, based on the Notice on Certain Issues with Respect to the Enforcement of Dividend Provisions in Tax Treaties, or Notice No. 81, issued on February 20, 2009 by the SAT, if the relevant PRC tax authorities determine, in their discretion, that a company benefits from such reduced income tax rate due to a corporate structure or arrangement that is primarily tax-driven, such PRC tax authorities may adjust the preferential tax treatment. Moreover, based on the Announcement on Certain Issues Concerning the Recognition of Beneficial Owners in Tax Treaties, which was issued on February 3, 2018 by the SAT, conduit companies, which are established for the purpose of evading or reducing tax, or transferring or accumulating profits, shall not be recognized as beneficial owners and are thus not entitled to the above tax benefits.

The Provisional Regulations of the PRC on Value-added Tax were promulgated by the State Council of the PRC on December 13, 1993 and subsequently amended on November 10, 2008, February 6, 2016 and November 19, 2017. The Detailed Rules for the Implementation of the Provisional Regulations of the PRC on Value-added Tax (Revised in 2011) was promulgated by the Ministry of Finance and the SAT on December 15, 2008 and subsequently amended on October 28, 2011 (collectively, the "VAT Law"). According to the VAT Law, all enterprises and individuals engaged in the sale of goods, provision of processing, repair and replacement services, and importation of goods within the territory of the PRC must pay value-added tax, or VAT. Other than exports (subject to 0% VAT rate) and certain products listed in the VAT Law (subject to 11% VAT rate), the sale and importation of goods were generally subject to a VAT rate of 17%. Pursuant to the Circular of the Ministry of Finance and the State Administration of Taxation on Adjusting Value-added Tax Rates, which became effective on May 1, 2018, the previous applicable VAT rate of 17% and 11% are adjusted to 16% and 10%, respectively.

On January 1, 2012, the State Council of the PRC officially launched a pilot VAT reform program, or the Pilot Program, which is applicable to businesses in selected industries. Businesses in the Pilot Program would pay VAT instead of the business tax. The Pilot Program initially applied only to the transportation industry and "modem service industries", or collectively, the Pilot Industries, in Shanghai. The research and development and technical services and information technology services included in the Pilot Industries are subject to the VAT tax rate of 6%. Subsequently, the Pilot Program has been expanded to ten additional regions, including, among others, the Beijing and Guangdong provinces, and has been expanded nationwide for certain designated pilot industries. According to the Notice Regarding the Inclusion of the Telecommunications Sector under the Pilot Program of

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Replacing Business Tax with Value-Added Tax, which was promulgated on April 29, 2014 and became effective on June 1, 2014, the entities and individuals providing telecommunications services within the territory of PRC shall pay VAT instead of business tax. The Trial Implementing Measures of the Conversion of Business Tax to Value-added Tax, or the Trial Implementing Measures, which was promulgated on March 23, 2016, amended on July 11, 2017 and became effective retroactively as of July 1, 2017 and further amended on December 25, 2017, superseded the Notice Regarding the Inclusion of the Telecommunications Sector under the Pilot Program of Replacing Business Tax with Value-Added Tax. The Trial Implementing Measures provides that VAT will be collected in lieu of business tax in all regions and industries.

Regulations on Stock Incentive Plans

Pursuant to the Notice on Issues Concerning the Foreign Exchange Administration for Domestic Individuals Participating in Stock Incentive Plan of Overseas Publicly Listed Company issued by SAFE in February 2012, employees, directors, supervisors and other senior management participating in any stock incentive plan of an overseas publicly listed company who are PRC citizens or who are non-PRC citizens residing in China for a continuous period of not less than one year, subject to a few exceptions, are required to register with SAFE through a domestic qualified agent and complete certain other procedures. The domestic qualified agent could be a PRC subsidiary of the overseas listed company. We and our directors, executive officers and other employees who are PRC citizens or who reside in the PRC for a continuous period of not less than one year and who have been granted options will be subject to these regulations when our company becomes an overseas-listed company upon the completion of this offering.

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

Regulations Relating to M&A

On August 8, 2006, six PRC regulatory agencies, including the China Securities Regulatory Commission, or the CSRC, jointly promulgated the Rules on Acquisition of Domestic Enterprises by Foreign Investors, or the M&A Rules, which became effective on September 8, 2006 and was amended on June 22, 2009. The M&A Rules, among other things, requires that an offshore special purpose vehicle formed for overseas listing purposes and controlled directly or indirectly by PRC companies or individuals shall obtain the approval of the CSRC prior to the listing and trading securities of such offshore special purpose vehicle on an overseas stock exchange.

Our PRC legal counsel 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. However, our PRC legal counsel has further advised us that there remains some uncertainty as to how the M&A Rules will be interpreted or implemented in the context of an overseas offering, and its opinions summarized above are subject to any new laws, rules and regulations or detailed implementations and interpretations in any form relating to the M&A Rules.

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MANAGEMENT

Directors, Executive Officers and Senior Management

The following table sets forth certain information relating to our directors, executive officers and senior management.

Name		Position/Title

FENG Min	37	Founder and Chairman
SUN Lei (Ray)	39	Founder, Director and Chief Executive Officer
SHEN Chao (Eric)	38	Founder and Director
JIN Fengchun	45	Director
SHAO Zhenxing	40	Director
TUNG Pen Hung	49	Director
CHENG Ke	37	Director and Chief Operating Officer
LI Shangzhen	38	Director and Vice President
QI Junhong	42	Director Appointee*
XU Xiaocao (Cecilia)	39	Director Appointee*
CHI Zhenbo (Nick)	38	Chief Financial Officer
ZHOU Wen (Mac)	39	Vice President

*: has accepted our director appointment, which will be effective upon the SEC's declaration of effectiveness of the registration statement on Form F-1, of which this prospectus is a part.

FENG Min , aged 37, is one of our founders and has served as the chairman of our board since October 2018. He also serves as the chairman of the board of Hangzhou Ruhnn since April 2016. From December 2012 to March 2016, he was the chairman of the board of Hangzhou Ruhnn E-Commerce Company Limited, or Ruhnn E-Commerce. From January 2007 to November 2012, he was the general manager at Hangzhou Hedi Xiongjia Technology Company Limited. Prior to that, Mr. FENG worked in the information technology sector. He was the general manager at Nanjing Binhui Information Technology Company Limited from January 2006 to December 2006 and a manager at Zhejiang Zongheng Information Service Company Limited from September 2002 to December 2005. Mr. FENG received his bachelor's degree in Business Administration from Zhejiang University of Technology in 2002.

SUN Lei (Ray) , aged 39, is one of our founders and has served as our director and chief executive officer since October 2018. He also serves as a director and chief executive officer of Hangzhou Ruhnn since April 2016. From December 2012 to March 2016, he was the general manager at Ruhnn E-Commerce. From January 2007 to November 2012, he was the vice general manager at Hangzhou Hedi Xiongjia Technology Company Limited. From January 2006 to December 2006, he was the vice general manager at Nanjing Binhui Information Technology Company Limited. From September 2003 to December 2005, he was the vice general manager at Hangzhou Zhijiang Network Technology Company Limited. Mr. SUN received his bachelor's degree in Computer Science from Zhejiang University in 2001, and he received his master's degree in Computer Science from Zhejiang University in 2006.

SHEN Chao (Eric) , aged 38, is one of our founders and has served as our director since October 2018. He also serves as a director of Hangzhou Ruhnn since April 2016. From December 2012 to March 2016, he was the vice general manager at Ruhnn E-Commerce. From June 2011 to November 2012, he was the vice general manager at Hangzhou Lingsu E-Commerce Company Limited. Mr. SHEN also has over five years of experience as chief investment officer. He was the chief investment officer at Shanghai Chengwei Capital Company from September 2009 to May 2011. He was

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also the chief investment officer at Huadeng International Investment Group from August 2005 to August 2009. Mr. SHEN received his bachelor's degree in Finance from Tsinghua University in 2003, and he received his master's degree in Finance from Tsinghua University in 2005.

JIN Fengchun , aged 45, has served as our director since October 2018. He also has served as a director of Hangzhou Ruhnn since April 2016. Mr. JIN has over 11 years of experience in investment and securities. He has held various positions, including executive director, partner and deputy general manager, at Beijing Ruanyin Saifu Investment Consulting Company Limited and Saifu Investment Management Consulting (Shanghai) Company Limited since April 2010. He was a senior representative and director of Hongkong and Shanghai Banking Corporation Limited (Securities Business) Shanghai Representative Office from August 2007 to April 2010. Further, he was the executive director of Huaou International Securities Company Limited from August 2004 to April 2007. Mr. JIN also has over six years of legal experience. During his time at Huaou International Securities Company Limited, he was also the chief counsel. In addition, he was a senior paralegal at White & Case LLP from January 2004 to July 2004 and worked in Shenzhen Stock Exchange's legal department and audit department from August 2000 to January 2004. Prior to that, he was a clerk at the Civil Aviation Administration of China from July 1996 to January 2000. Mr. JIN received his bachelor's degree in Law from Peking University in 1996, and he received his Master of Laws from New York University in 2003.

SHAO Zhenxing , aged 40, has served as our director since October 2018. He also has served as a director of Hangzhou Ruhnn since April 2016. He has also been the executive director at Junlian Capital Management Corporation Limited since April 2008. From March 2003 to June 2006, he was China National Electric Cable & Wire I/E Corporation's chief representative in Nigeria. Prior to that, he was an IBM certified professional at Beijing Donghua Xinrui Computer technology Company Limited from July 2000 to March 2003. Mr. SHAO received his bachelor's degree in Engineering from North China University of Technology in 2000, and he received his Master of Business Administration from The Chinese University of Hong Kong in 2008.

TUNG Pen Hung , aged 49, has served as our director since October 2018. He also has served as a director of Hangzhou Ruhnn since December 2016. In addition, he has been the Chief Marketing Officer at Alibaba Group since January 2016. Previously, he was the Chief Executive Officer at VML China from October 2010 to January 2016. Prior to that, he was the Vice President of Marketing at PepsiCo China from October 2004 to October 2010. From 1995 to 2003, he worked in various companies, including Procter & Gamble, GigaMedia Limited and L'Oreal Paris. Mr. Tung received his bachelor's degree in Electrical Engineering from National Taiwan University in 1992, and he received his master's degree in Industrial Engineering from the University of Michigan, Ann Arbor in 1995.

CHENG Ke , aged 37, has served as our director and chief operating officer since October 2018. He also has served as a director and chief operating officer of Hangzhou Ruhnn since April 2016. From December 2012 to March 2016, he was the chief operating officer at Ruhnn E-Commerce. Prior to that, he was the manager of the technology department at a number of firms, including Hangzhou Hedi Xiongjia Technology Company Limited from January 2008 to November 2012, Nanjing Binghui Information Technology Company Limited from January 2006 to December 2006, and Hangzhou Zhijiang Network Technology Company Limited from September 2003 to December 2005. Mr. CHENG received his bachelor's degree in Computer Science from Zhejiang University in 2003.

LI Shangzhen , aged 38, has served as our director since October 2018. He also has served as a director of Hangzhou Ruhnn since December 2016. Mr. LI has considerable experience in supply chain management and marketing. He has served as the general manager of Hangzhou Ruhnn Supply Chain Management Company Limited since April 2016. He was the director of supply chain at Ruhnn E-Commerce from December 2012 to April 2016. Prior to that, he was the manager of marketing department at Hangzhou Hedi Xiongjia Technology Company Limited from January 2007 to

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November 2012. He was previously the manager of the marketing center at Nanjing Binghui Information Technology Company Limited from June 2006 to December 2006. In addition, he was the manager of market department at Hangzhou Tongji Technology Application Company Limited from September 2002 to May 2006. Mr. LI received his diploma in Hotel Management from Zhejiang Shuren University in 2002.

QI Junhong , aged 42, will serve as our independent director upon the effectiveness of our registration statement on Form F-1, of which this prospectus is a part. Previously, Mr. QI founded Beijing Xiron Books Co., Ltd. in December 2007 and has served as chairman and president of the company since its inception. Prior to that, he served as the general manager of Xiron (Beijing) Culture Development Co., Ltd. from 2002 to 2007. From 2000 to 2002, he served as the vice president of Chinese All Digital Publishing Group Co., Ltd. He also worked in the market division of Huawei Technology Co., Ltd. in 1999. Mr. QI received his bachelor's degree in Computer Science and bachelor's degree in Business Administration from the University of Science and Technology of China in 1999.

XU Xiaocao (Cecilia) , aged 39, will serve as our independent director upon the effectiveness of our registration statement on Form F-1, of which this prospectus is a part. Ms. XU is currently the corporate controller of Ideanomics, Inc. (Nasdaq: IDEX). Prior to that, she was the finance director at Axiom Global Inc from April 2017 to October 2018. She was formerly the SEC reporting manager of the Ubiquiti Networks (Nasdaq: UBNT) from May 2016 to April 2017. Prior to that, she was the global audit manager and corporate accounting manager at the China and U.S. offices of Unisys (NYSE: UIS) from 2007 to 2016. In addition, she worked at PricewaterhouseCoopers from 2001 to 2007 most recently as an audit manager in the Shanghai office. Ms. XU received her bachelor's degree in International Finance from Shanghai University of Finance and Economics in July 2001. She is a certified public accountant in the U.S. and China and is also a certified international internal auditor.

CHI Zhenbo (Nick) , aged 38, has served as our chief financial officer since October 2018. He also serves as the chief financial officer, deputy general manager and secretary of board of directors of Hangzhou Ruhnn since February 2016. Prior to joining us, he was the vice general manager, chief financial officer and secretary of board of directors at Yongjie New Material Company Limited from August 2011 to November 2015. Prior to that, Mr. CHI held various positions at Pan-China Certified Public Accountants from July 2002 to July 2011, including auditor, senior project manager and manager. Mr. CHI is a certified public accountant and a senior accountant. In 2002, he obtained a bachelor's degree in Accounting from Ningbo University.

ZHOU Wen (Mac) , aged 39, has served as our vice president since July 2018. Prior to joining us, Mr. ZHOU was the deputy general manager at Better Sun Education Group Limited from December 2017 to June 2018. Previously, Mr. ZHOU was the China chief financial officer at Australian Capital Equity Pty Limited from May 2017 to December 2017. Prior to that, he was the chief accounting officer at Sky Solar Holdings Limited (Nasdaq: SKYS) from July 2012 to April 2017. Further, from August 2001 to July 2012, he was a senior audit manager at PricewaterhouseCoopers Zhong Tian CPAs Limited Company. Mr. ZHOU received his bachelor's degree in International Economics and Trade from Shanghai International Studies University in 2001 Mr. ZHOU is a certified public accountant in China.

Duties of Directors

Under Cayman Islands law, all of our directors owe us fiduciary duties, including a duty of loyalty, a duty to act honestly and a duty to act in good faith and in a manner they believe to be in 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 amended articles of association,

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as amended and restated from time to time. We have the right to seek damages if a duty owed by any of our directors is breached.

Appointment and Nomination of Directors

Our second amended and restated memorandum and articles of association does not provide a maximum number of directors, but it requires that the minimum number of directors shall be one. However, we may, from time to time change this limit by way of an ordinary resolution passed in general meeting. Subject to applicable laws, the directors may appoint any person to be a director, either to fill a vacancy or as an additional director. In addition, our shareholders may by an ordinary resolution appoint any person to be a director or remove any director.

Board Committees

We will establish three committees under the board of directors immediately upon the effectiveness of our registration statement on Form F-1, of which this prospectus is a part: an audit committee, a compensation committee and a nominating and corporate governance committee. We will adopt a charter for each of the three committees. As a foreign private issuer, we are permitted to follow home country corporate governance practices under the Nasdaq Stock Market Rules.

Audit Committee

Our audit committee will initially consist of Ms. XU Xiaocao (Cecilia) and Mr. QI Junhong. Ms. XU will be the chairman of our audit committee. We expect Ms. XU to satisfy the criteria of an audit committee financial expert as set forth under the applicable rules of the SEC. We expect each of Ms. XU and Mr. QI to satisfy the requirements for an "independent director" within the meaning of the Nasdaq Stock Market Rules and will meet the criteria for independence set forth in Rule 10A-3 of the United States Securities Exchange Act of 1934, as amended, or the Exchange Act. Our audit committee will consist solely of independent directors.

The audit committee oversees our accounting and financial reporting processes and the audits of our financial statements. Our audit committee is responsible for, among other things:

•: selecting, and evaluating the qualifications, performance and independence of, the independent auditor;
•: pre-approving or, as permitted, approving auditing and non-auditing services permitted to be performed by the independent auditor;
•: considering the adequacy of our internal accounting controls and audit procedures;
•: reviewing with the independent auditor any audit problems or difficulties and management's response;
•: reviewing and approving related party transactions between us and our directors, senior management and other persons specified in Item 6B of Form 20-F;
•: reviewing and discussing the quarterly financial statements and annual audited financial statements with management and the independent auditor;
•: establishing procedures for the receipt, retention and treatment of complaints received from our employees regarding accounting, internal accounting controls or auditing matters and the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters;
•: meeting separately, periodically, with management, internal auditors and the independent auditor; and

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•: reporting regularly to the full board of directors.

Compensation Committee

Our compensation committee will initially consist of Mr. FENG Min, Mr. QI Junhong and Ms. XU Xiaocao (Cecilia). Mr. FENG will be the chairman of our compensation committee. We expect Mr. QI and Ms. XU to satisfy the requirements for an "independent director" within the meaning of the Nasdaq Stock Market Rules.

Our compensation committee will be responsible for, among other things:

•: reviewing, evaluating and, if necessary, revising our overall compensation policies;
•: reviewing and evaluating the performance of our directors and executive officers and determining the compensation of our directors and executive officers;
•: reviewing and approving our executive officers' employment agreements with us;
•: determining performance targets for our executive officers with respect to our incentive compensation plan and equity-based compensation plans;
•: administering our equity-based compensation plans in accordance with the terms thereof; and
•: carrying out such other matters that are specifically delegated to the compensation committee by our board of directors from time to time.

Nominating and Corporate Governance Committee

Our nominating and corporate governance committee will initially consist of Mr. FENG Min, Mr. QI Junhong and Ms. XU Xiaocao (Cecilia). Mr. FENG will be the chairman of our nominating and corporate governance committee. We expect Mr. QI and Ms. XU to satisfy the requirements for an "independent director" within the meaning of the Nasdaq Stock Market Rules.

Our nominating and corporate governance committee will be responsible for, among other things:

•: selecting the board nominees for election by the shareholders or appointment by the board;
•: periodically reviewing with the board the current composition of the board with regards to characteristics such as independence, knowledge, skills, experience and diversity;
•: making recommendations on the frequency and structure of board meetings and monitoring the functioning of the committees of the board; and
•: advising the board periodically with regards to significant developments in corporate governance law and practices as well as our compliance with applicable laws and regulations, and making recommendations to the board on corporate governance matters.

Code of Ethics and Corporate Governance

We have adopted a code of ethics, which is applicable to all of our directors, executive officers and employees. We will make our code of ethics publicly available on our website.

In addition, our board of directors has adopted a set of corporate governance guidelines covering a variety of matters, including approval of related party transactions. Our corporate governance guidelines also provide that any adoption of a new stock incentive plan and any material amendments to such plans will be subject to the approval of our non-executive directors. The guidelines reflect certain guiding principles with respect to our board's structure, procedures and committees. The guidelines are not intended to change or interpret any applicable law, rule or regulation or our amended articles of association.

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Qualification

We may fix a minimum shareholding required to be held by a director in a general meeting, but unless and until such a shareholding qualification is fixed, a director is not required to hold shares.

Employment Agreements and Indemnification Agreements

We have entered into employment agreements with each of our executive officers. We may terminate their employment for cause at any time without remuneration for certain acts, such as a material breach of our company's employment principles, policies or rules, a material failure to perform his or her duties, misappropriation or embezzlement or a criminal conviction. We may also terminate any executive officer's employment without cause or due to a change of control event involving our company by giving written notice. In such cases, an executive officer is entitled to severance payments and benefits. An executive officer may terminate his or her employment at any time by giving written notice, in which case the executive officer will not be entitled to any severance payments or benefits.

Our executive officers have also agreed not to engage in any activities that compete with us or to directly or indirectly solicit the services of any of our employees, for a certain period after the termination of employment. Each executive officer has agreed to hold in strict confidence any trade secrets of our company, including technical secrets, marketing information, management information, legal information, third-party business secrets and other kinds of confidential information. Each executive officer also agrees to perform his or her confidentiality obligation and protect our company's trade secrets in a way consistent with the policies, rules and practices of our company. Breach of the above confidentiality obligations would be deemed a material breach of our company's employment policies and we are entitled to seek legal remedies.

We have entered into indemnification agreements with each of our directors and executive officers. Under these agreements, we agree to indemnify our directors and executive officers against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being a director or officer of our company.

Compensation of Directors and Executive Officers

The directors may determine remuneration to be paid to the directors. The compensation committee will assist the directors in reviewing and approving the compensation structure for the directors. The directors may exercise all the powers of our company to borrow money, mortgage or charge its undertaking, property and uncalled capital and issue debentures or other securities whether outright or as security for any debt obligations of our company or of any third party.

For fiscal year 2018 and the first three quarters of fiscal year 2019, we and our subsidiaries paid aggregate compensation and benefits of approximately RMB4.2 million (US$0.6 million) and RMB3.4 million (US$0.5 million) to our directors and executive officers as a group. We did not pay any other cash compensation or benefits in kind to our directors and executive officers.

In September 2018, one of our founders, FENG Min, settled the Ruhnn Investment Trust for our employee incentive scheme and donated 100% equity in Ruhnn Investment Limited, which holds 6,400,000 of our ordinary shares, to the trust. TMF Trust (HK) Limited serves as the trustee of the trust. The trust has an advisory committee that has committee powers with respect to the management and disposition of the trust assets as well as the power to appoint and remove beneficiaries of the trust. FENG Min serves as the initial member of the advisory committee.

2019 Equity Incentive Plan

We adopted our 2019 equity incentive plan, or the Plan, in March 2019 which will become effective upon the completion of this offering and pursuant to which equity-based awards may be granted to

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eligible participants. The purpose of the Plan is to attract and retain the services of key personnel and to provide means for directors, officers, employees, consultants and advisors to acquire and maintain an interest in us, which may be measured by reference to the value of Class A ordinary shares.

The Plan provides for an aggregate amount of Class A ordinary shares of no more than 8% of the total outstanding number of ordinary shares as reflected on the register of members of the Company immediately following the completion of this offering. In addition, the number of Class A ordinary shares available to issue under the Plan will be increased as may be determined by our board of directors provided that (i) the aggregate number of Class A ordinary shares increased in each fiscal year shall not be more than 3% of the total number of ordinary shares issued and outstanding on the last day of the immediately preceding fiscal year and (ii) the aggregate number of Class A ordinary shares increased during the term of the Plan shall not be more than 6% of the total number of ordinary shares issued and outstanding on the last day of the fiscal year immediately preceding the most recent increase. Generally, if any award (or portion thereof) under the Plan terminates, expires, lapses or is cancelled for any reason without being vested or exercised, as applicable, the Class A ordinary shares subject to such award will again be available for future grant.

As of the date of this prospectus, no awards have been granted under the Plan.

Administration

The Plan is administered by our directors, the compensation committee, or any subcommittee thereof to whom the directors or the compensation committee shall delegate the power to administer the Plan. The Plan administrator is authorized to interpret the Plan and to determine the provisions of each award.

Change in Control

In the event of a change in control or another transaction having a similar effect, then the Plan administrator may, in its sole discretion, adjust the number of ordinary shares subject to awards then held by a participant in the Plan as needed to prevent dilution or enlargement of the participant's rights that otherwise would result from such event. The Plan administrator may also, in its sole direction, provide in substitution for the participant's awards such alternative consideration as it may determine to be equitable in the circumstances. A "change of control" under the Plan is defined as (i) the board of directors changes such that there is turnover of at least fifty percent of the members of the board; (ii) the shareholders approve any plan or proposal for the liquidation or dissolution of the company; (iii) the shareholders approve any consolidation, merger or share exchange of the company in which the company ceases to exist as a corporation, or as a result of which, the ordinary shares would be converted into cash, securities or other property; or (iv) any sale, lease, exchange or other transfer of all or substantially all of the company's assets. There will be an exception to the definition of "change of control" as follows: a transaction described in (iii) or (iv) shall not be a "change of control" if (A) after such transaction the board of directors does not undergo a turnover of at least fifty percent of the members of the board, and/or such unchanged board of directors controls an entity which directly or indirectly holds a majority of the ordinary shares of the continuing, surviving or acquiring entity referenced in (iii) or (iv); and (B) such successor entity assumes all outstanding share options under the Plan.

Term

Unless terminated earlier, the Plan will expire ten years from the date the Plan becomes effective. Awards made under the Plan on or prior to the date of its termination will continue in effect subject to the terms of the Plan and the award.

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Vesting Schedule

In general, the Plan administrator determines the vesting schedule, which will be set forth in the award agreement.

Amendment and Termination of Plan

Our board of directors may at any time amend, alter or discontinue the Plan, subject to certain exceptions.

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PRINCIPAL SHAREHOLDERS

The following table sets forth information with respect to beneficial ownership of our ordinary shares by:

•: each of our directors and executive officers;
•: our directors and executive officers as a group; and
•: each person known to us to own beneficially 5.0% or more of our ordinary shares.

Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to, or the power to receive the economic benefit of ownership of, the securities. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, we have included shares that the person has the right to acquire within 60 days, including through the exercise of any option or other right or the conversion of any other security.

The calculations in the table below assume there are 363,572,659 ordinary shares issued and outstanding immediately prior to the completion of this offering, comprising (i) Class A ordinary shares to be re-designated from ordinary shares immediately prior to the completion of this offering and (ii) Class B ordinary shares to be re-designated from ordinary shares immediately prior to the completion of this offering, and reflect the issuance by us of

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Class A ordinary shares in connection with this offering, assuming the underwriters do not exercise their option to purchase additional ADSs.

						Ordinary Shares Being Sold in This Offering

										Ordinary Shares Beneficially Owned Immediately After This Offering
	Ordinary Shares Beneficially Owned Prior to This Offering
												% of total ordinary shares on an as-converted basis†	% of voting power immediately after this offering††
						Class A				Number of Class A ordinary shares	Number of Class B ordinary shares
	Number		% ^†			Number		% ^†		Number of Class A ordinary shares	Number of Class B ordinary shares
Directors and Executive Officers:*
FENG Min ⁽¹⁾		106,417,125		29.27	%		—		—
SUN Lei (Ray) ⁽²⁾		53,054,750		14.59	%		—		—
SHEN Chao (Eric) ⁽³⁾		24,262,375		6.67	%		—		—
JIN Fengchun		—		—			—		—
SHAO Zhenxing		—		—			—		—
TUNG Pen Hung		—		—			—		—
CHENG Ke		—		—			—		—
LI Shangzhen		—		—			—		—
QI Junhong		—		—			—		—
XU Xiaocao (Cecilia)		—		—			—		—
CHI Zhenbo (Nick)		—		—			—		—
ZHOU Wen (Mac)		—		—			—		—
Directors and executive officers as a group		183,734,250		50.54	%		—		—
Principal Shareholders:
Ruhnn1106 Investment Limited ⁽⁴⁾		100,017,125		27.51	%		—		—
China Himalaya Investment Limited ⁽⁵⁾		54,535,899		15.00	%		—		—
LEIYU Investment Limited ⁽⁶⁾		53,054,750		14.59	%		—		—
YangMing Investment Limited ⁽⁷⁾		24,262,375		6.67	%		—		—
Shanghai Yuanqiong Enterprise Management Company Limited ⁽⁸⁾		31,130,000		8.56	%		—		—
Taobao China Holding Limited ⁽⁹⁾		31,110,600		8.56	%		—		—
Tianjin Junlian Zhiru Enterprise Management Consulting Partnership (Limited Partnership) ⁽¹⁰⁾		31,040,000		8.54	%		—		—

*: Except as otherwise indicated below, the business address of our directors and executive officers is c/o 4F, Building 1, Blue Collar Garment Industrial Park, 7-1 North Hong Pu Road, Yu Hang District, Hangzhou 311100, People's Republic of China.
†: For each person and group included in this column, percentage ownership is calculated by dividing the number of ordinary shares beneficially owned by such person or group, including shares that such person or group has the right to acquire within 60 days after the date of this prospectus, by the sum of (i) 363,572,659 which is the total number of ordinary shares issued and outstanding as of the date of this prospectus, assuming the completion of the Hangzhou Dayi Minority Interest Acquisition, and (ii) the number of ordinary shares that such person or group has the right to acquire beneficial ownership within 60 days after the date of this prospectus.
††: For each person and group included in this column, percentage of voting power is calculated by dividing the voting power beneficially owned by such person or group by the voting power of all of our Class A and Class B ordinary shares as a single class. In respect of matters requiring a shareholder vote, each Class A ordinary share will be entitled to one vote and each Class B ordinary share will be entitled to ten votes. Each

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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.

(1): Represents (i) 100,017,125 ordinary shares held by Ruhnn1106 Investment Limited, a limited liability company incorporated in the British Virgin Islands, wholly owned by FENG Min, and (ii) 6,400,000 ordinary shares held by Ruhnn Investment Limited, a limited liability company incorporated in the British Virgin Islands, wholly owned by Ruhnn Investment Trust. FENG Min is the sole member of the advisory committee of Ruhnn Investment Trust and can exercise voting and investment power of the ordinary shares held by Ruhnn Investment Limited. 6,400,000 of such ordinary shares held by Ruhnn Investment Trust will be re-designated to Class A ordinary shares and 100,017,125 of such ordinary shares held by Ruhnn1106 Investment Limited will be re-designated to Class B ordinary shares on a one-for-one basis upon the completion of this offering.
(2): Represents 53,054,750 ordinary shares held by LEIYU Investment Limited, a limited liability company incorporated in the British Virgin Islands, wholly owned by SUN Lei (Ray). All of such ordinary shares will be re-designated to Class B ordinary shares on a one-for-one basis upon the completion of this offering.
(3): Represents 24,262,375 ordinary shares held by YangMing Investment Limited, a limited liability company incorporated in the British Virgin Islands, wholly owned by SHEN Chao (Eric). All of such ordinary shares will be re-designated to Class B ordinary shares on a one-for-one basis upon the completion of this offering.
(4): Represents 100,017,125 ordinary shares held by Ruhnn1106 Investment Limited, a limited liability company incorporated in the British Virgin Islands, wholly owned by FENG Min. All of such ordinary shares will be re-designated to Class B ordinary shares on a one-for-one basis upon the completion of this offering. Its registered address is c/o Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands.
(5): Represents (i) 10,370,000 ordinary shares held by China Himalaya Investment Limited, a limited liability company incorporated in the British Virgin Islands, wholly owned by ZHANG Yi, one of our top KOLs, and (ii) 44,165,899 ordinary shares to be issued to China Himalaya Investment Limited, assuming the completion of the Hangzhou Dayi Minority Interest Acquisition. All of such ordinary shares will be re-designated to Class A ordinary shares on a one-for-one basis upon the completion of this offering.
(6): Represents 53,054,750 ordinary shares held by LEIYU Investment Limited, a limited liability company incorporated in the British Virgin Islands wholly owned by SUN Lei (Ray). All of such ordinary shares will be re-designated to Class B ordinary shares on a one-for-one basis upon the completion of this offering. Its registered address is c/o Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands.
(7): Represents 24,262,357 ordinary shares held by YangMing Investment Limited, a limited liability company incorporated in the British Virgin Islands wholly owned by SHEN Chao. All of such ordinary shares will be re-designated to Class B ordinary shares on a one-for-one basis upon the completion of this offering. Its registered address is c/o Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands.
(8): Represents 31,130,000 ordinary shares held by Shanghai Yuanqiong Enterprise Management Company Limited, a limited liability company incorporated in the PRC. All of such ordinary shares will be re-designated to Class A ordinary shares on a one-for-one basis upon the completion of this offering. Its registered address is c/o 1st floor, Building 1, 251 Yaohua Road, Shanghai Pilot Free Trade Zone, China. Shanghai Yuanqiong Enterprise Management Company Limited is a subsidiary of Xiamen Saifu Equity Investment Partnership (Limited Partnership), a limited partnership established in the PRC.
(9): Represents 31,110,600 ordinary shares held by Taobao China Holding Limited, a limited liability company incorporated in Hong Kong. All of such ordinary shares will be re-designated to Class A ordinary shares on a one-for-one basis upon the completion of this offering. Its registered address is c/o 26/F, Tower One, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong. Taobao China Holding Limited is wholly owned by Taobao Holding Limited, an exempted company incorporated in the Cayman Islands. Taobao China Holding Limited is wholly owned by Alibaba Group Holding Limited, a public company listed on the New York Stock Exchange (NYSE:BABA).
(10): Represents 31,040,000 ordinary shares held by Tianjin Junlian Zhiru Enterprise Management Consulting Partnership (Limited Partnership), a limited partnership established in the PRC. All of such ordinary shares will be re-designated to Class A ordinary shares on a one-for-one basis upon the completion of this offering. Its registered address is c/o Unit 2-744, Section 7, Haifeng Logistics Park, 601 Luoyang Road, Dongjiang Free Trade Port Zone, Tianjin, China.

Historical Changes in Our Shareholding

See "Description of Share Capital—History of Securities Issuances" for historical changes in our shareholding.

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RELATED PARTY TRANSACTIONS

Contractual Arrangements with our Variable Interest Entity and its Shareholders

See "Our History and Corporate Structure."

Private Placements

See "Description of Share Capital—History of Securities Issuances."

Employment Agreements and Indemnification Agreements

See "Management—Employment Agreements and Indemnification Agreements."

Other Transactions with Related Parties

Transactions with Hangzhou Ruhnn

Hangzhou Ruhnn is the former owner of our VIE. We borrowed loans from Hangzhou Ruhnn in the amount of RMB275.1 million, RMB320.1 million (US$46.6 million) and RMB434.8 million (US$63.2 million) as of March 31, 2017 and 2018 and December 31, 2018, respectively. The loan bears an interest rate of 1.5% per annum and could be settled on demand before December 31, 2016. Interest due under this related party loan was waived by Hangzhou Ruhnn starting from January 1, 2017. As such, interest expense to Hangzhou Ruhnn were RMB1.2 million, nil and nil for fiscal years 2017 and 2018 and the first three quarters of fiscal year 2019, respectively. As of March 31, 2017 and 2018 and December 31, 2018, respectively, we had a total amount of RMB0.17 million, RMB0.3 million (US$0.04 million) and nil due from Hangzhou Ruhnn, and we had a total amount of RMB285.6 million, RMB354.9 million (US$51.6 million) and RMB560.2 million (US$81.5 million) due to Hangzhou Ruhnn. For our plan to repay the amount due to Hangzhou Ruhnn, please see "Our History and Corporate Structure—Our History".

Transactions with Dayi Studio and Xiuxi Studio

Dayi (Shanghai) Film Culture Studio, or Dayi Studio, and Shanghai Xiuxi Culture Communication Studio, or Xiuxi Studio, are owned by a shareholder and one of our top KOLs, ZHANG Yi. We engaged KOL services from Dayi Studio and Xiuxi Studio in the amount of RMB5.5 million, RMB42.1 million (US$6.1 million) and RMB48.0 million (US$7.0 million) for fiscal years 2017 and 2018 and the first three quarters of fiscal year 2019, respectively. As of March 31, 2017 and 2018 and December 31, 2018, respectively, we had a total amount of RMB4.5 million, nil and RMB0.9 million (US$0.1 million) due from Dayi Studio, and we had a total amount of nil, RMB19.7 million (US$2.9 million) and RMB14.9 million (US$2.2 million) due to Dayi Studio and Xiuxi Studio. The amount due from Dayi Studio has been fully settled as of the date of this prospectus.

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DESCRIPTION OF SHARE CAPITAL

We are an exempted company incorporated in the Cayman Islands with limited liability and our affairs are governed by our second amended and restated memorandum and articles of association, and the Companies Law (2018 Revision) of the Cayman Islands, which we refer to as the Cayman Companies Law, and the common law of the Cayman Islands.

As of the date of this prospectus, our authorized share capital consists of 1,000,000,000 ordinary shares with a par value of US$0.000000001 each. As of the date of this prospectus and assuming the completion of the Hangzhou Dayi Minority Interest Acquisition, there are 363,572,659 ordinary shares issued and outstanding. Upon completion of this offering, we will have ordinary shares issued and outstanding (or ordinary shares if the underwriters exercise in full the over-allotment option).

Our shareholders have approved the adoption of a second amended and restated memorandum and articles of association, which we refer to as our post-listing articles, which will become effective upon completion of this offering and will replace our amended and restated memorandum and articles of association in its entirety. Our authorized share capital will be US$1 divided into 822,665,750 Class A ordinary shares with a par value of US$0.000000001 per share and 177,334,250 Class B ordinary shares with a par value of US$0.000000001 per share.

Immediately prior to the completion of this offering, 100,017,125, 53,054,750 and 24,262,375 ordinary shares held by FENG Min, SUN Lei (Ray) and SHEN Chao (Eric), respectively, will be re-designated as Class B ordinary shares on a one-for-one basis. All of the remaining ordinary shares that are issued and outstanding will be re-designated as Class A ordinary shares on a one-for-one basis.

The following are summaries of certain material provisions of our post-listing articles and the Cayman Companies Law insofar as they relate to the material terms of our ordinary shares.

Ordinary Shares

General

All of our issued and outstanding ordinary shares are fully paid and non-assessable. Our ordinary shares are issued in registered form, and are issued when registered in our register of members. Our shareholders who are non-residents of the Cayman Islands may freely hold and vote their ordinary shares. We may not issue shares to bearer.

Dividends

The holders of our ordinary shares are entitled to such dividends as may be declared by our board of directors. Under the laws of the Cayman Islands, our company may pay a dividend out of either profit or share premium account, provided that in no circumstances may a dividend 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

Upon completion of this offering, our outstanding share capital will consist of Class A ordinary shares and Class B ordinary shares. Holders of Class A ordinary shares are entitled to one vote per share and holders of Class B ordinary shares are entitled to ten votes per share, in respect of matters requiring the votes of shareholders of our Company.

Voting at any meeting of shareholders is by a show of hands, unless a poll is demanded by the chairman or one or more holders present in person or by proxy of the Company entitled to vote, and, unless a poll is so demanded, a declaration by the chairman of that a resolution has, on a show of

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hands, been carried or carried unanimously, or by a particular majority, or lost and an entry to that effect in the minutes of the proceedings of the Company, shall be conclusive evidence of the fact, without proof of the number of proportion of the votes recorded in favor of, or against that resolution.

Procedural and administrative matters are those that are not on the agenda of the general meeting and relate to the chairman's duties to maintain the orderly conduct of the meeting or allow the business of the meeting to be properly and effectively dealt with, while affording all shareholders a reasonable opportunity to express their views.

Transfer of Shares

Any of our shareholders may transfer all or any of his or her ordinary shares by an instrument of transfer in any usual or common form or any other form approved by our board of directors, executed by or on behalf of the transferor (and if the directors so require, signed by the transferee).

Our board of directors may, in its absolute discretion, decline to register any transfer of any ordinary share that has not been fully paid up or is subject to a company lien. Our board of directors may also decline to register any transfer of any share unless:

•: the instrument of transfer is lodged with us, accompanied by the certificate for the shares to which it relates and such other evidence as our board of directors may reasonably require to show the right of the transferor to make the transfer;
•: the instrument of transfer is in respect of only one class of shares;
•: the instrument of transfer is properly stamped, if required;
•: in the case of a transfer to joint holders, the number of joint holders to whom the share is to be transferred does not exceed four;
•: the shares transferred are free of any lien in favour of us; or
•: a fee of such maximum sum as the Nasdaq Global Market may determine to be payable, or such lesser sum as the board of directors may from time to time require, is paid to our company in respect thereof.

If our directors refuse to register a transfer, they shall within one calendar month 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.

Winding Up

On the winding up of our company, if the assets available for distribution amongst our shareholders 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 our shareholders in proportion to the par value of the shares held by them at the commencement of the winding up, subject to a deduction from those shares in respect of which there are monies due, of all monies payable to our company for unpaid calls or otherwise. If our assets available for distribution are insufficient to repay all of the paid-up capital, the assets will be distributed so that the losses are borne by our shareholders in proportion to the par value of the shares held by them.

The liquidator may, with the sanction of a special resolution of our shareholders, divide amongst the shareholders in species or in kind the whole or any part of the assets of our Company, and may for such purpose set such value as the liquidator deems fair upon any property to be divided as aforesaid and may determine how the division shall be carried out as between our shareholders or different classes of shareholders.

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We are a "limited liability" company registered under the Cayman Companies Law, and under the Cayman Companies Law, the liability of our shareholders is limited to the amount, if any, unpaid on the shares respectively held by them. Our memorandum of association contains a declaration that the liability of our shareholders is so limited.

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 by our board of directors. Our Company may also repurchase any of our shares provided that the manner and terms of such purchase have been approved by our board of directors or by ordinary resolution of our shareholders (but no repurchase may be made contrary to the terms or manner recommended by our directors), or as otherwise authorized by our post-listing articles. Under the Cayman Companies Law, the redemption or repurchase of any share may be paid out of our Company's profits, out of share premium account or out of the proceeds of a new issue of shares made for the purpose of such redemption or repurchase, or out of capital (including 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 Cayman 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.

Calls on Ordinary Shares and Forfeiture of Ordinary Shares

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

General Meetings of Shareholders

As a Cayman Islands exempted company, we are not obliged by the Cayman Companies Law to call shareholders' annual general meetings. Our post-listing articles 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' general meetings may be convened by a majority of our board of directors or by our chairman. Advance notice of at least seven days is required for the convening of our annual general shareholders' meeting (if any) and any other general meeting of our shareholders. A quorum required for any general meeting of shareholders consists of at least one shareholder present or by proxy, representing not less than one-third of votes attaching to the outstanding shares of our company and entitled to vote.

The Cayman Companies Law provides shareholders with only limited rights to requisition a general meeting, and does not provide shareholders with any right to put any proposal before a general meeting. However, these rights may be provided in a company's articles of association. Our post-listing articles provide that upon the requisition of shareholders representing in aggregate not less than one-third of the votes attaching to the outstanding shares of our company entitled to vote at general meetings, our board will convene an extraordinary general meeting and put the resolutions so requisitioned to a vote at such meeting. However, our post-listing articles 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.

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Proceedings of Board of Directors

Our post-listing articles 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-listing articles provide that the board may from time to time at its discretion exercise all powers of our company to raise capital 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.

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 classes and amount, as the resolution shall prescribe;
•: consolidate and divide all or any of our share capital into shares of a larger amount than our existing shares;
•: sub-divide our existing shares, or any of them, into shares of a smaller amount; 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.

Inspection of Books and Records

Holders of our ordinary shares will have no general right under the Cayman Companies Law to inspect or obtain copies of our list of shareholders or our corporate records. However, we will provide our shareholders with annual audited financial statements. See "Where You Can Find More Information."

Exempted Company

We are an exempted company with limited liability duly incorporated and validly existing under the Cayman Companies Law. The Cayman Companies Law distinguishes between ordinary resident companies and exempted companies. Any company that is registered in the Cayman Islands but conducts business mainly outside of the Cayman Islands may apply to be registered as an exempted company. The requirements for an exempted company are essentially the same as for an ordinary company except for the exemptions and privileges listed below:

•: an exempted company does not have any requirement for Cayman resident director or shareholder;
•: an exempted company's register of members is not open to inspection;
•: an exempted company does not have to hold an annual general meeting;
•: an exempted company may issue shares with or without nominal or par value;

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•: 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. We may follow home country practice for certain corporate governance practices after the closing of this offering which may differ from the Nasdaq Global Market. The Nasdaq Stock Market Rules require that every company listed on the Nasdaq Global Market hold an annual general meeting of shareholders. In addition, our post-listing articles allow our directors to call extraordinary general meetings of our shareholders pursuant to the procedures set forth in our post-listing articles.

Differences in Corporate Law

The Cayman Companies Law is derived, to a large extent, from the older Companies Acts of England, but does not follow recent statutory enactments in England and accordingly there are significant differences between the Cayman Companies Law and the current Companies Act of England. In addition, the Cayman Companies Law differs from laws applicable to United States corporations and their shareholders. Set forth below is a summary of certain significant differences between the provisions of the Cayman Companies Law applicable to us and the laws applicable to companies incorporated in the State of Delaware.

Mergers and Similar Arrangements

The Cayman 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 company and the vesting of the undertaking, property and liabilities of such companies to the 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 plan must be filed with the Registrar of Companies of the Cayman Islands together, among other things, with a declaration as to the solvency of the 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 shareholders and creditors of each constituent company and that notification of the merger or consolidation will be published in the Cayman Islands Gazette. Court approval is not required for a merger or consolidation which is effected in compliance with these statutory procedures.

A merger between a Cayman parent company and its Cayman subsidiary or subsidiaries does not require authorization by a resolution of shareholders. For this purpose a subsidiary is a company of which at least 90% of the issued shares entitled to vote are owned by the parent company.

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The consent of each holder of a fixed or floating security interest of a constituent company is required unless this requirement is waived by a court in the Cayman Islands.

Except in certain limited circumstances, a shareholder of a Cayman Islands constituent company who dissents from the merger or consolidation is entitled to payment of the fair value of his or her shares (which, if not agreed between the parties, will be determined by the Cayman Islands court) upon dissenting from a merger or consolidation, provide the dissenting shareholder complies strictly with the procedures set out in the Cayman Companies Law. The exercise of such dissenter rights will preclude the exercise by the dissenting shareholder of any other rights to which he or she might otherwise be entitled by virtue of holding shares, except for the right to seek relief on the grounds that the merger or consolidation is void or unlawful.

Separately from the statutory provisions relating to mergers and consolidations, the Cayman Companies Law also contain statutory provisions that facilitate the reconstruction and amalgamation of companies by way of schemes of arrangement, provided that the arrangement is approved by a majority in number of each class of shareholders and creditors with whom the arrangement is to be made, and who must, in addition, represent three-fourths in value of each such class of shareholders or creditors, as the case may be, that are present and voting either in person or by proxy at a meeting, or meetings, convened for that purpose. The convening of the meetings and subsequently the arrangement must be sanctioned by the Grand Court of the Cayman Islands. While a dissenting shareholder has the right to express to the court the view that the transaction ought not to be approved, the court can be expected to approve the arrangement if it determines that:

•: the statutory provisions as to the required majority vote have been met;
•: 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 Cayman Companies Law.

The Cayman Companies Law also contains a statutory power of compulsory acquisition which may facilitate the "squeeze out" of dissentient minority shareholder upon a tender offer. When a tender offer is made and accepted by holders of 90% of the shares affected within four months of the offer being made, the offeror may, within a two-month period commencing on the expiration of such four month period, require the holders of the remaining shares to transfer such shares on the terms of the offer. An objection can be made to the Grand Court of the Cayman Islands but this is unlikely to succeed in the case of an offer which has been so approved unless there is evidence of fraud, bad faith or collusion.

If an arrangement and reconstruction is thus approved, or if a tender offer is made and accepted, a 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 to sue for a wrong done to us as a company and as a general rule, a derivative action may not be brought by a minority shareholder. However, based on English law authorities, which would in all likelihood be of persuasive authority in the Cayman Islands, the Cayman Islands court can be expected to follow and apply the common law

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principles (namely the rule in Foss v. Harbottle and the exceptions thereto) so that a non-controlling shareholder may be permitted to commence a class action against or derivative actions in the name of the company to challenge:

•: an act which is illegal or ultra vires with respect to the company and is therefore incapable of ratification by the shareholders;
•: an act which, although not ultra vires , requires authorization by a qualified (or special) majority (that is, more than a simple majority) which 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

The Cayman Companies 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 dishonesty, willful default or fraud. Our post-listing articles provide that we shall indemnify our officers and directors against all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by such directors or officer, other than by reason of such person's dishonesty, willful default or fraud, in or about the conduct of our company's business or affairs (including as a result of any mistake of judgment) or in the execution or discharge of his duties, powers, authorities or discretions, including without prejudice to the generality of the foregoing, any costs, expenses, losses or liabilities incurred by such director or officer in defending (whether successfully or otherwise) any civil proceedings concerning our company or its affairs in any court whether in the Cayman Islands or elsewhere. This standard of conduct is generally the same as permitted under the Delaware General Corporation Law for a Delaware corporation. In addition, we intend to enter into indemnification agreements with our directors and executive officers that will provide such persons with additional indemnification beyond that provided in our post-listing articles.

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 Our Articles

Some provisions of our post-listing articles may discourage, delay or prevent a change in control of our company or management that shareholders may consider favorable, including provisions that authorize our board of directors to issue preferred shares in one or more series and to designate the price, rights, preferences, privileges and restrictions of such preferred shares without any further vote or action by our shareholders.

However, under Cayman Islands law, our directors may only exercise the rights and powers granted to them under our post-listing articles, as amended and restated from time to time, for a proper purpose and in 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

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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 interests 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 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 bona fide in the best interests of the company, a duty not to make a profit based on his or her position as director (unless the company permits him to do so), a duty not to put himself in a position where the interests of the company conflict with his or her personal interest or his or her duty to a third party, and a duty to exercise powers for the purpose for which such powers were intended. A director of a Cayman Islands company owes to the company a duty to act with skill and care. It was previously considered that a director need not exhibit in the performance of his or her duties a greater degree of skill than may reasonably be expected from a person of his or her knowledge and experience. However, English and Commonwealth courts have moved towards an objective standard with regard to the required skill and care and these authorities are likely to be followed in the Cayman Islands.

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.

The Cayman Companies Law provides shareholders with only limited rights to requisition a general meeting, and does not provide shareholders with any right to put any proposal before a general meeting. However, these rights may be provided in a company's articles of association. Our post-listing articles allow our shareholders holding in aggregate not less than one-third of the votes attaching to the outstanding shares of our company entitled to vote at general meetings to requisition an extraordinary general meeting of our shareholders, in which case our board is obliged to convene an extraordinary general meeting and to put the resolutions so requisitioned to a vote at such meeting. Our post-listing articles provide no other right to put any proposals before annual general meetings or extraordinary general meetings. As a Cayman Islands exempted company, we are not obligated by law to call shareholders' annual general meetings. However, our corporate governance guidelines require us to call such meetings every year.

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

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Islands law does not prohibit cumulative voting, but our post-listing articles 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-listing articles, 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, the fiduciary duties owed by our directors do require that such transactions must be entered into bona fide in the best interests of the company and for a proper corporate purpose and not with the effect of constituting a fraud on the minority shareholders.

Dissolution; Winding Up

Under the Delaware General Corporation Law, unless the board of directors approves the proposal to dissolve, dissolution must be approved by shareholders holding 100% of the total voting power of the corporation. Only if the dissolution is initiated by the board of directors may it be approved by a simple majority of the corporation's outstanding shares. Delaware law allows a Delaware corporation to include in its certificate of incorporation a supermajority voting requirement in connection with dissolutions initiated by the board of directors.

Under the Cayman Companies Law, our company may be wound up by either a special resolution of our shareholders or, if our company is unable to pay its debts as they fall due, by an ordinary resolution of our shareholders. In addition, a company may be wound up by an order of the courts of the Cayman Islands. 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

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incorporation provides otherwise. Under our post-listing articles, if our share capital is divided into more than one class of shares, we may materially and adversely vary the rights attached to any class only with the consent in writing of the holders of not less than three-fourths of the shares of that class or with the sanction of a special resolution passed at a general meeting of the holders of the shares of that class.

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 Cayman Companies Law and our articles, our articles 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-listing articles 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-listing articles governing the ownership threshold above which shareholder ownership must be disclosed.

Directors' Power to Issue Shares

Under our post-listing articles, our board of directors is empowered to issue or allot shares or grant options, with or without preferred, deferred, qualified or other special rights or restrictions whether in regard to voting, dividends, return of share capital or otherwise, to the extent of available authorized but unissued shares. Our post-listing articles also authorize our board of directors to divide shares into any number of classes and series, and the variation in the relative rights (including voting, dividend and redemption rights), restrictions, preferences, privileges and payment obligations as between the different classes and series shall be fixed and determined by the board of directors.

History of Securities Issuances

The following is a summary of our securities issuances since our incorporation.

Ordinary Shares

We were incorporated in the Cayman Islands as an exempted limited liability company on May 11, 2018. We issued one ordinary share to the incorporation agent, which was transferred on the same date to Ruhnn1106 Investment Limited, a limited liability company wholly owned by FENG Min. On the same day, we issued 99 ordinary shares to Ruhnn1106 Investment Limited.

In October 2018, the above 100 ordinary shares were divided into 1,000,000,000 ordinary shares through a share split.

In October 2018, we issued 319,406,660 ordinary shares to our founders and other pre-IPO investors for an aggregate consideration of approximately US$88.9 million.

Share Purchase Agreement and Equity Interest Transfer Agreement

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Piggyback Registration Right

According to the share subscription agreement, if we propose to file a registration statement for a public offering of our securities for shareholders other than ZHANG Yi, we shall notify her and afford her an opportunity to include in the registration all or any part of her registrable securities. Other than the aforementioned, we have not granted any other registration rights to any shareholders.

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DESCRIPTION OF AMERICAN DEPOSITARY SHARES

Citibank, N.A. has agreed to act as the depositary for the American Depositary Shares. Citibank's depositary offices are located at 388 Greenwich Street, New York, New York 10013. American Depositary Shares are frequently referred to as "ADSs" and represent ownership interests in securities that are on deposit with the depositary. ADSs may be represented by certificates that are commonly known as "American Depositary Receipts" or "ADRs." The depositary typically appoints a custodian to safekeep the securities on deposit. In this case, the custodian is Citibank, N.A.—Hong Kong, located at 9/F, Citi Tower, One Bay East, 83 Hon Hai Road, Kwun Tong, Kowloon, Hong Kong.

We have appointed Citibank as depositary pursuant to a deposit agreement. A copy of the deposit agreement is on file with the SEC under cover of a Registration Statement on Form F-6. You may obtain a copy of the deposit agreement from the SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549 and from the SEC's website (www.sec.gov). Please refer to Registration Number 333- when retrieving such copy.

We are providing you with a summary description of the material terms of the ADSs and of your material rights as an owner of ADSs. Please remember that summaries by their nature lack the precision of the information summarized and that the rights and obligations of an owner of ADSs will be determined by reference to the terms of the deposit agreement and not by this summary. We urge you to review the deposit agreement in its entirety. The portions of this summary description that are italicized describe matters that may be relevant to the ownership of ADSs but that may not be contained in the deposit agreement.

Each ADS represents the right to receive, and to exercise the beneficial ownership interests in, Class A ordinary shares are on deposit with the depositary and/or custodian. An ADS also represents the right to receive, and to exercise the beneficial interests in, any other property received by the depositary or the custodian on behalf of the owner of the ADS but that has not been distributed to the owners of ADSs because of legal restrictions or practical considerations. We and the depositary may agree to change the ADS-to-Share ratio by amending the deposit agreement. This amendment may give rise to, or change, the depositary fees payable by ADS owners. The custodian, the depositary and their respective nominees will hold all deposited property for the benefit of the holders and beneficial owners of ADSs. The deposited property does not constitute the proprietary assets of the depositary, the custodian or their nominees. Beneficial ownership in the deposited property will under the terms of the deposit agreement be vested in the beneficial owners of the ADSs. The depositary, the custodian and their respective nominees will be the record holders of the deposited property represented by the ADSs for the benefit of the holders and beneficial owners of the corresponding ADSs. A beneficial owner of ADSs may or may not be the holder of ADSs. Beneficial owners of ADSs will be able to receive, and to exercise beneficial ownership interests in, the deposited property only through the registered holders of the ADSs, the registered holders of the ADSs (on behalf of the applicable ADS owners) only through the depositary, and the depositary (on behalf of the owners of the corresponding ADSs) directly, or indirectly, through the custodian or their respective nominees, in each case upon the terms of the deposit agreement.

If you become an owner of ADSs, you will become a party to the deposit agreement and therefore will be bound to its terms and to the terms of any ADR that represents your ADSs. The deposit agreement and the ADR specify our rights and obligations as well as your rights and obligations as owner of ADSs and those of the depositary. As an ADS holder you appoint the depositary to act on your behalf in certain circumstances. The deposit agreement and the ADRs are governed by New York law. However, our obligations to the holders of Class A ordinary shares will continue to be governed by the laws of the Cayman Islands, which may be different from the laws in the United States.

In addition, applicable laws and regulations may require you to satisfy reporting requirements and obtain regulatory approvals in certain circumstances. You are solely responsible for complying with such

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reporting requirements and obtaining such approvals. Neither the depositary, the custodian, us or any of their or our respective agents or affiliates shall be required to take any actions whatsoever on your behalf to satisfy such reporting requirements or obtain such regulatory approvals under applicable laws and regulations.

As an owner of ADSs, we will not treat you as one of our shareholders and you will not have direct shareholder rights. The depositary will hold on your behalf the shareholder rights attached to the Class A ordinary shares underlying your ADSs. As an owner of ADSs you will be able to exercise the shareholders rights for the Class A ordinary shares represented by your ADSs through the depositary only to the extent contemplated in the deposit agreement. To exercise any shareholder rights not contemplated in the deposit agreement you will, as an ADS owner, need to arrange for the cancellation of your ADSs and become a direct shareholder.

The manner in which you own the ADSs (e.g., in a brokerage account vs. as registered holder, or as holder of certificated vs. uncertificated ADSs) may affect your rights and obligations, and the manner in which, and extent to which, the depositary's services are made available to you. As an owner of ADSs, you may hold your ADSs either by means of an ADR registered in your name, through a brokerage or safekeeping account, or through an account established by the depositary in your name reflecting the registration of uncertificated ADSs directly on the books of the depositary (commonly referred to as the "direct registration system" or "DRS"). The direct registration system reflects the uncertificated (book-entry) registration of ownership of ADSs by the depositary. Under the direct registration system, ownership of ADSs is evidenced by periodic statements issued by the depositary to the holders of the ADSs. The direct registration system includes automated transfers between the depositary and The Depository Trust Company ("DTC"), the central book-entry clearing and settlement system for equity securities in the United States. If you decide to hold your ADSs through your brokerage or safekeeping account, you must rely on the procedures of your broker or bank to assert your rights as ADS owner. Banks and brokers typically hold securities such as the ADSs through clearing and settlement systems such as DTC. The procedures of such clearing and settlement systems may limit your ability to exercise your rights as an owner of ADSs. Please consult with your broker or bank if you have any questions concerning these limitations and procedures. All ADSs held through DTC will be registered in the name of a nominee of DTC. This summary description assumes you have opted to own the ADSs directly by means of an ADS registered in your name and, as such, we will refer to you as the "holder." When we refer to "you," we assume the reader owns ADSs and will own ADSs at the relevant time.

The registration of the Class A ordinary shares in the name of the depositary or the custodian shall, to the maximum extent permitted by applicable law, vest in the depositary or the custodian the record ownership in the applicable Class A ordinary shares with the beneficial ownership rights and interests in such Class A ordinary shares being at all times vested with the beneficial owners of the ADSs representing the Class A ordinary shares. The depositary or the custodian shall at all times be entitled to exercise the beneficial ownership rights in all deposited property, in each case only on behalf of the holders and beneficial owners of the ADSs representing the deposited property.

Dividends and Distributions

As a holder of ADSs, you generally have the right to receive the distributions we make on the securities deposited with the custodian. Your receipt of these distributions may be limited, however, by practical considerations and legal limitations. Holders of ADSs will receive such distributions under the terms of the deposit agreement in proportion to the number of ADSs held as of the specified record date, after deduction of the applicable fees, taxes and expenses.

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Distributions of Cash

Whenever we make a cash distribution for the securities on deposit with the custodian, we will deposit the funds with the custodian. Upon receipt of confirmation of the deposit of the requisite funds, the depositary will arrange for the funds received in a currency other than U.S. dollars to be converted into U.S. dollars and for the distribution of the U.S. dollars to the holders, subject to the laws and regulations of the Cayman Islands.

The conversion into U.S. dollars will take place only if practicable and if the U.S. dollars are transferable to the United States. The depositary will apply the same method for distributing the proceeds of the sale of any property (such as undistributed rights) held by the custodian in respect of securities on deposit.

The distribution of cash will be made net of the fees, expenses, taxes and governmental charges payable by holders under the terms of the deposit agreement. The depositary will hold any cash amounts it is unable to distribute in a non-interest bearing account for the benefit of the applicable holders and beneficial owners of ADSs until the distribution can be effected or the funds that the depositary holds must be escheated as unclaimed property in accordance with the laws of the relevant states of the United States.

Distributions of Shares

Whenever we make a free distribution of Class A ordinary shares for the securities on deposit with the custodian, we will deposit the applicable number of Class A ordinary shares with the custodian. Upon receipt of confirmation of such deposit, the depositary will either distribute to holders new ADSs representing the Class A ordinary shares deposited or modify the ADS-to-Class A ordinary shares ratio, in which case each ADS you hold will represent rights and interests in the additional Class A ordinary shares so deposited. Only whole new ADSs will be distributed. Fractional entitlements will be sold and the proceeds of such sale will be distributed as in the case of a cash distribution.

The distribution of new ADSs or the modification of the ADS-to-Class A ordinary shares ratio upon a distribution of Class A ordinary shares will be made net of the fees, expenses, taxes and governmental charges payable by holders under the terms of the deposit agreement. In order to pay such taxes or governmental charges, the depositary may sell all or a portion of the new Class A ordinary shares so distributed.

No such distribution of new ADSs will be made if it would violate a law ( e.g. , the U.S. securities laws) or if it is not operationally practicable. If the depositary does not distribute new ADSs as described above, it may sell the Class A ordinary shares received upon the terms described in the deposit agreement and will distribute the proceeds of the sale as in the case of a distribution of cash.

Distributions of Rights

Whenever we intend to distribute rights to subscribe for additional Class A ordinary shares, we will give prior notice to the depositary and we will assist the depositary in determining whether it is lawful and reasonably practicable to distribute rights to subscribe for additional ADSs to holders.

The depositary will establish procedures to distribute rights to subscribe for additional ADSs to holders and to enable such holders to exercise such rights if it is lawful and reasonably practicable to make the rights available to holders of ADSs, and if we provide all of the documentation contemplated in the deposit agreement (such as opinions to address the lawfulness of the transaction). You may have to pay fees, expenses, taxes and other governmental charges to subscribe for the new ADSs upon the exercise of your rights. The depositary is not obligated to establish procedures to facilitate the distribution and exercise by holders of rights to subscribe for new Class A ordinary shares other than in the form of ADSs.

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The depositary will not distribute the rights to you if:

•: We do not timely request that the rights be distributed to you or we request that the rights not be distributed to you; or
•: We fail to deliver satisfactory documents to the depositary; or
•: It is not reasonably practicable to distribute the rights.

The depositary will sell the rights that are not exercised or not distributed if such sale is lawful and reasonably practicable. The proceeds of such sale will be distributed to holders as in the case of a cash distribution. If the depositary is unable to sell the rights, it will allow the rights to lapse.

Elective Distributions

Whenever we intend to distribute a dividend payable at the election of shareholders either in cash or in additional shares, we will give prior notice thereof to the depositary and will indicate whether we wish the elective distribution to be made available to you. In such case, we will assist the depositary in determining whether such distribution is lawful and reasonably practicable.

The depositary will make the election available to you only if it is reasonably practicable and if we have provided all of the documentation contemplated in the deposit agreement. In such case, the depositary will establish procedures to enable you to elect to receive either cash or additional ADSs, in each case as described in the deposit agreement.

If the election is not made available to you, you will receive either cash or additional ADSs, depending on what a shareholder in the Cayman Islands would receive upon failing to make an election, as more fully described in the deposit agreement.

Other Distributions

Whenever we intend to distribute property other than cash, Class A ordinary shares or rights to subscribe for additional Class A ordinary shares, we will notify the depositary in advance and will indicate whether we wish such distribution to be made to you. If so, we will assist the depositary in determining whether such distribution to holders is lawful and reasonably practicable.

If it is reasonably practicable to distribute such property to you and if we provide to the depositary all of the documentation contemplated in the deposit agreement, the depositary will distribute the property to the holders in a manner it deems practicable.

The distribution will be made net of fees, expenses, taxes and governmental charges payable by holders under the terms of the deposit agreement. In order to pay such taxes and governmental charges, the depositary may sell all or a portion of the property received.

The depositary will not distribute the property to you and will sell the property if:

•: We do not request that the property be distributed to you or if we request that the property not be distributed to you; or
•: We do not deliver satisfactory documents to the depositary; or
•: The depositary determines that all or a portion of the distribution to you is not reasonably practicable.

The proceeds of such a sale will be distributed to holders as in the case of a cash distribution.

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Redemption

Whenever we decide to redeem any of the securities on deposit with the custodian, we will notify the depositary in advance. If it is practicable and if we provide all of the documentation contemplated in the deposit agreement, the depositary will provide notice of the redemption to the holders.

The custodian will be instructed to surrender the shares being redeemed against payment of the applicable redemption price. The depositary will convert into U.S. dollars upon the terms of the deposit agreement the redemption funds received in a currency other than U.S. dollars and will establish procedures to enable holders to receive the net proceeds from the redemption upon surrender of their ADSs to the depositary. You may have to pay fees, expenses, taxes and other governmental charges upon the redemption of your ADSs. If less than all ADSs are being redeemed, the ADSs to be retired will be selected by lot or on a pro rata basis, as the depositary may determine.

Changes Affecting Class A ordinary shares

The Class A ordinary shares held on deposit for your ADSs may change from time to time. For example, there may be a change in nominal or par value, split-up, cancellation, consolidation or any other reclassification of such Class A ordinary shares or a recapitalization, reorganization, merger, consolidation or sale of assets of the Company.

If any such change were to occur, your ADSs would, to the extent permitted by law and the deposit agreement, represent the right to receive the property received or exchanged in respect of the Class A ordinary shares held on deposit. The depositary may in such circumstances deliver new ADSs to you, amend the deposit agreement, the ADRs and the applicable Registration Statement(s) on Form F-6, call for the exchange of your existing ADSs for new ADSs and take any other actions that are appropriate to reflect as to the ADSs the change affecting the Shares. If the depositary may not lawfully distribute such property to you, the depositary may sell such property and distribute the net proceeds to you as in the case of a cash distribution.

Issuance of ADSs upon Deposit of Class A ordinary shares

Upon completion of the offering, the Class A ordinary shares being offered pursuant to the prospectus will be deposited by us with the custodian. Upon receipt of confirmation of such deposit, the depositary will issue ADSs to the underwriters named in the prospectus. After the closing of the offer, the depositary may create ADSs on your behalf if you or your broker deposit Class A ordinary shares with the custodian. The depositary will deliver these ADSs to the person you indicate only after you pay any applicable issuance fees and any charges and taxes payable for the transfer of the Class A ordinary shares to the custodian. Your ability to deposit Class A ordinary shares and receive ADSs may be limited by U.S. and Cayman Islands legal considerations applicable at the time of deposit.

The issuance of ADSs may be delayed until the depositary or the custodian receives confirmation that all required approvals have been given and that the Class A ordinary shares have been duly transferred to the custodian. The depositary will only issue ADSs in whole numbers.

When you make a deposit of Class A ordinary shares, you will be responsible for transferring good and valid title to the depositary. As such, you will be deemed to represent and warrant that:

•: The Class A ordinary shares are duly authorized, validly issued, fully paid, non-assessable and legally obtained.
•: All preemptive (and similar) rights, if any, with respect to such Class A ordinary shares have been validly waived or exercised.
•: You are duly authorized to deposit the Class A ordinary shares.

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•: The Class A ordinary shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, and are not, and the ADSs issuable upon such deposit will not be, "restricted securities" (as defined in the deposit agreement).
•: The Class A ordinary shares presented for deposit have not been stripped of any rights or entitlements.

If any of the representations or warranties are incorrect in any way, we and the depositary may, at your cost and expense, take any and all actions necessary to correct the consequences of the misrepresentations.

Transfer, Combination and Split Up of ADRs

As an ADR holder, you will be entitled to transfer, combine or split up your ADRs and the ADSs evidenced thereby. For transfers of ADRs, you will have to surrender the ADRs to be transferred to the depositary and also must:

•: ensure that the surrendered ADR is properly endorsed or otherwise in proper form for transfer;
•: provide such proof of identity and genuineness of signatures as the depositary deems appropriate;
•: provide any transfer stamps required by the State of New York or the United States; and
•: pay all applicable fees, charges, expenses, taxes and other government charges payable by ADR holders pursuant to the terms of the deposit agreement, upon the transfer of ADRs.

To have your ADRs either combined or split up, you must surrender the ADRs in question to the depositary with your request to have them combined or split up, and you must pay all applicable fees, charges and expenses payable by ADR holders, pursuant to the terms of the deposit agreement, upon a combination or split up of ADRs.

Withdrawal of Class A ordinary shares Upon Cancellation of ADSs

As a holder, you will be entitled to present your ADSs to the depositary for cancellation and then receive the corresponding number of underlying Class A ordinary shares at the custodian's offices. Your ability to withdraw the Class A ordinary shares held in respect of the ADSs may be limited by U.S. and Cayman Islands law considerations applicable at the time of withdrawal. In order to withdraw the Class A ordinary shares represented by your ADSs, you will be required to pay to the depositary the fees for cancellation of ADSs and any charges and taxes payable upon the transfer of the Class A ordinary shares. You assume the risk for delivery of all funds and securities upon withdrawal. Once canceled, the ADSs will not have any rights under the deposit agreement.

If you hold ADSs registered in your name, the depositary may ask you to provide proof of identity and genuineness of any signature and such other documents as the depositary may deem appropriate before it will cancel your ADSs. The withdrawal of the Class A ordinary shares represented by your ADSs may be delayed until the depositary receives satisfactory evidence of compliance with all applicable laws and regulations. Please keep in mind that the depositary will only accept ADSs for cancellation that represent a whole number of securities on deposit.

You will have the right to withdraw the securities represented by your ADSs at any time except for:

•: Temporary delays that may arise because (i) the transfer books for the Class A ordinary shares or ADSs are closed, or (ii) Class A ordinary shares are immobilized on account of a shareholders' meeting or a payment of dividends.

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•: Obligations to pay fees, taxes and similar charges.
•: Restrictions imposed because of laws or regulations applicable to ADSs or the withdrawal of securities on deposit.

The deposit agreement may not be modified to impair your right to withdraw the securities represented by your ADSs except to comply with mandatory provisions of law.

Voting Rights

As a holder, you generally have the right under the deposit agreement to instruct the depositary to exercise the voting rights for the Class A ordinary shares represented by your ADSs. The voting rights of holders of Class A ordinary shares are described in "Description of Share Capital."

At our request, the depositary will distribute to you any notice of shareholders' meeting received from us together with information explaining how to instruct the depositary to exercise the voting rights of the securities represented by ADSs. In lieu of distributing such materials, the depositary may distribute to holders of ADSs instructions on how to retrieve such materials upon request.

If the depositary timely receives voting instructions from a holder of ADSs, it will endeavor to vote the securities (in person or by proxy) represented by the holder's ADSs as follows:

•: In the event of voting by show of hands , the depositary will vote (or cause the custodian to vote) all Class A ordinary shares held on deposit at that time in accordance with the voting instructions received from a majority of holders of ADSs who provide timely voting instructions.
•: In the event of voting by poll , the depositary will vote (or cause the Custodian to vote) the Class A ordinary shares held on deposit in accordance with the voting instructions received from the holders of ADSs.

Securities for which no voting instructions have been received will not be voted (except (a) as set forth above in the case voting is by show of hands, (b) in the event of voting by poll, holders of ADSs in respect of which no timely voting instructions have been received shall be deemed to have instructed the depositary to give a discretionary proxy to a person designated by us to vote the Class A ordinary shares represented by such holders' ADSs; provided, however, that no such discretionary proxy shall be given with respect to any matter to be voted upon as to which we inform the depositary that (i) we do not wish such proxy to be given, (ii) substantial opposition exists, or (iii) the rights of holders of Class A ordinary shares may be adversely affected, and (c) as otherwise contemplated in the deposit agreement). Please note that the ability of the depositary to carry out voting instructions may be limited by practical and legal limitations and the terms of the securities on deposit. We cannot assure you that you will receive voting materials in time to enable you to return voting instructions to the depositary in a timely manner.

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Fees and Charges

As an ADS holder, you will be required to pay the following fees under the terms of the deposit agreement:

Service		Fees

• Issuance of ADSs (e.g., an issuance of ADS upon a deposit of Class A ordinary shares, upon a change in the ADS(s)-to Class A ordinary shares ratio, or for any other reason), excluding ADS issuances as a result of distributions of Class A ordinary shares)		Up to U.S. 5¢ per ADS issued
• Cancellation of ADSs (e.g., a cancellation of ADSs for delivery of deposited property, upon a change in the ADS(s)-to-Class A ordinary shares ratio, or for any other reason)		Up to U.S. 5¢ per ADS cancelled
• Distribution of cash dividends or other cash distributions (e.g., upon a sale of rights and other entitlements)		Up to U.S. 5¢ per ADS held
• Distribution of ADSs pursuant to (i) stock dividends or other free stock distributions, or (ii) exercise of rights to purchase additional ADSs		Up to U.S. 5¢ per ADS held
• Distribution of securities other than ADSs or rights to purchase additional ADSs (e.g., upon a spin-off)		Up to U.S. 5¢ per ADS held
• ADS Services		Up to U.S. 5¢ per ADS held on the applicable record date(s) established by the depositary
• Registration of ADS transfers (e.g., upon a registration of the transfer of registered ownership of ADSs, upon a transfer of ADSs into DTC and vice versa , or for any other reason)		Up to U.S. 5¢ per ADS (or fraction thereof) transferred
• Conversion of ADSs of one series for ADSs of another series (e.g., upon conversion of Partial Entitlement ADSs for Full Entitlement ADSs, or upon conversion of Restricted ADSs (each as defined in the Deposit Agreement) into freely transferable ADSs, and vice versa ).		Up to U.S. 5¢ per ADS (or fraction thereof) converted

As an ADS holder you will also be responsible to pay certain charges such as:

•: taxes (including applicable interest and penalties) and other governmental charges;
•: the registration fees as may from time to time be in effect for the registration of Class A ordinary shares on the share register and applicable to transfers of Class A ordinary shares to or from the name of the custodian, the depositary or any nominees upon the making of deposits and withdrawals, respectively;
•: certain cable, telex and facsimile transmission and delivery expenses;

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•: the expenses and charges incurred by the depositary in the conversion of foreign currency;
•: the fees and expenses incurred by the depositary in connection with compliance with exchange control regulations and other regulatory requirements applicable to Class A ordinary shares, ADSs and ADRs; and
•: the fees, charges, costs and expenses incurred by the depositary, the custodian, or any nominee in connection with the ADR program.

ADS fees and charges for (i) the issuance of ADSs, and (ii) the cancellation of ADSs are charged to the person for whom the ADSs are issued (in the case of ADS issuances) and to the person for whom ADSs are cancelled (in the case of ADS cancellations). In the case of ADSs issued by the depositary into DTC, the ADS issuance and cancellation fees and charges may be deducted from distributions made through DTC, and may be charged to the DTC participant(s) receiving the ADSs being issued or the DTC participant(s) holding the ADSs being cancelled, as the case may be, on behalf of the beneficial owner(s) and will be charged by the DTC participant(s) to the account of the applicable beneficial owner(s) in accordance with the procedures and practices of the DTC participants as in effect at the time. ADS fees and charges in respect of distributions and the ADS service fee are charged to the holders as of the applicable ADS record date. In the case of distributions of cash, the amount of the applicable ADS fees and charges is deducted from the funds being distributed. In the case of (i) distributions other than cash and (ii) the ADS service fee, holders as of the ADS record date will be invoiced for the amount of the ADS fees and charges and such ADS fees and charges may be deducted from distributions made to holders of ADSs. For ADSs held through DTC, the ADS fees and charges for distributions other than cash and the ADS service fee may be deducted from distributions made through DTC, and may be charged to the DTC participants in accordance with the procedures and practices prescribed by DTC and the DTC participants in turn charge the amount of such ADS fees and charges to the beneficial owners for whom they hold ADSs. In the case of (i) registration of ADS transfers, the ADS transfer fee will be payable by the ADS Holder whose ADSs are being transferred or by the person to whom the ADSs are transferred, and (ii) conversion of ADSs of one series for ADSs of another series, the ADS conversion fee will be payable by the Holder whose ADSs are converted or by the person to whom the converted ADSs are delivered.

In the event of refusal to pay the depositary fees, the depositary may, under the terms of the deposit agreement, refuse the requested service until payment is received or may set off the amount of the depositary fees from any distribution to be made to the ADS holder. Certain depositary fees and charges (such as the ADS services fee) may become payable shortly after the closing of the ADS offering. Note that the fees and charges you may be required to pay may vary over time and may be changed by us and by the depositary. You will receive prior notice of such changes. The depositary may reimburse us for certain expenses incurred by us in respect of the ADR program, by making available a portion of the ADS fees charged in respect of the ADR program or otherwise, upon such terms and conditions as we and the depositary agree from time to time.

Amendments and Termination

We may agree with the depositary to modify the deposit agreement at any time without your consent. We undertake to give holders 30 days' prior notice of any modifications that would materially prejudice any of their substantial rights under the deposit agreement. We will not consider to be materially prejudicial to your substantial rights any modifications or supplements that are reasonably necessary for the ADSs to be registered under the Securities Act or to be eligible for book-entry settlement, in each case without imposing or increasing the fees and charges you are required to pay. In addition, we may not be able to provide you with prior notice of any modifications or supplements that are required to accommodate compliance with applicable provisions of law.

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You will be bound by the modifications to the deposit agreement if you continue to hold your ADSs after the modifications to the deposit agreement become effective. The deposit agreement cannot be amended to prevent you from withdrawing the Class A ordinary shares represented by your ADSs (except as permitted by law).

We have the right to direct the depositary to terminate the deposit agreement. Similarly, the depositary may in certain circumstances on its own initiative terminate the deposit agreement. In either case, the depositary must give notice to the holders at least 30 days before termination. Until termination, your rights under the deposit agreement will be unaffected.

After termination, the depositary will continue to collect distributions received (but will not distribute any such property until you request the cancellation of your ADSs) and may sell the securities held on deposit. After the sale, the depositary will hold the proceeds from such sale and any other funds then held for the holders of ADSs in a non-interest bearing account. At that point, the depositary will have no further obligations to holders other than to account for the funds then held for the holders of ADSs still outstanding (after deduction of applicable fees, taxes and expenses).

In connection with any termination of the deposit agreement, the depositary may make available to owners of ADSs a means to withdraw the Class A ordinary shares represented by ADSs and to direct the depositary of such Class A ordinary shares into an unsponsored American depositary share program established by the depositary. The ability to receive unsponsored American depositary shares upon termination of the deposit agreement would be subject to satisfaction of certain U.S. regulatory requirements applicable to the creation of unsponsored American depositary shares and the payment of applicable depositary fees.

Books of Depositary

The depositary will maintain ADS holder records at its depositary office. You may inspect such records at such office during regular business hours but solely for the purpose of communicating with other holders in the interest of business matters relating to the ADSs and the deposit agreement.

The depositary will maintain in New York facilities to record and process the issuance, cancellation, combination, split-up and transfer of ADSs. These facilities may be closed from time to time, to the extent not prohibited by law.

Limitations on Obligations and Liabilities

The deposit agreement limits our obligations and the depositary's obligations to you. Please note the following:

•: We and the depositary are obligated only to take the actions specifically stated in the deposit agreement without negligence or bad faith.
•: The depositary disclaims any liability for any failure to carry out voting instructions, for any manner in which a vote is cast or for the effect of any vote, provided it acts in good faith and in accordance with the terms of the deposit agreement.
•: The depositary disclaims any liability for any failure to determine the lawfulness or practicality of any action, for the content of any document forwarded to you on our behalf or for the accuracy of any translation of such a document, for the investment risks associated with investing in Class A ordinary shares, for the validity or worth of the Class A ordinary shares, for any tax consequences that result from the ownership of ADSs, for the credit-worthiness of any third party, for allowing any rights to lapse under the terms of the deposit agreement, for the timeliness of any of our notices or for our failure to give notice.

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•: We and the depositary will not be obligated to perform any act that is inconsistent with the terms of the deposit agreement.
•: We and the depositary disclaim any liability if we or the depositary are prevented or forbidden from or subject to any civil or criminal penalty or restraint on account of, or delayed in, doing or performing any act or thing required by the terms of the deposit agreement, by reason of any provision, present or future of any law or regulation, or by reason of present or future provision of any provision of our Articles of Association, or any provision of or governing the securities on deposit, or by reason of any act of God or war or other circumstances beyond our control.
•: We and the depositary disclaim any liability by reason of any exercise of, or failure to exercise, any discretion provided for in the deposit agreement or in our Articles of Association or in any provisions of or governing the securities on deposit.
•: We and the depositary further disclaim any liability for any action or inaction in reliance on the advice or information received from legal counsel, accountants, any person presenting Shares for deposit, any holder of ADSs or authorized representatives thereof, or any other person believed by either of us in good faith to be competent to give such advice or information.
•: We and the depositary also disclaim liability for the inability by a holder to benefit from any distribution, offering, right or other benefit that is made available to holders of Class A ordinary shares but is not, under the terms of the deposit agreement, made available to you.
•: We and the depositary may rely without any liability upon any written notice, request or other document believed to be genuine and to have been signed or presented by the proper parties.
•: We and the depositary also disclaim liability for any consequential or punitive damages for any breach of the terms of the deposit agreement.
•: No disclaimer of any Securities Act liability is intended by any provision of the deposit agreement.
•: Nothing in the deposit agreement gives rise to a partnership or joint venture, or establishes a fiduciary relationship, among us, the depositary and you as ADS holder.
•: Nothing in the deposit agreement precludes Citibank (or its affiliates) from engaging in transactions in which parties adverse to us or the ADS owners have interests, and nothing in the deposit agreement obligates Citibank to disclose those transactions, or any information obtained in the course of those transactions, to us or to the ADS owners, or to account for any payment received as part of those transactions.

Taxes

You will be responsible for the taxes and other governmental charges payable on the ADSs and the securities represented by the ADSs. We, the depositary and the custodian may deduct from any distribution the taxes and governmental charges payable by holders and may sell any and all property on deposit to pay the taxes and governmental charges payable by holders. You will be liable for any deficiency if the sale proceeds do not cover the taxes that are due.

The depositary may refuse to issue ADSs, to deliver, transfer, split and combine ADRs or to release securities on deposit until all taxes and charges are paid by the applicable holder. The depositary and the custodian may take reasonable administrative actions to obtain tax refunds and reduced tax withholding for any distributions on your behalf. However, you may be required to provide to the depositary and to the custodian proof of taxpayer status and residence and such other information as the depositary and the custodian may require to fulfill legal obligations. You are

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required to indemnify us, the depositary and the custodian for any claims with respect to taxes based on any tax benefit obtained for you.

Foreign Currency Conversion

The depositary will arrange for the conversion of all foreign currency received into U.S. dollars if such conversion is practical, and it will distribute the U.S. dollars in accordance with the terms of the deposit agreement. You may have to pay fees and expenses incurred in converting foreign currency, such as fees and expenses incurred in complying with currency exchange controls and other governmental requirements.

If the conversion of foreign currency is not practical or lawful, or if any required approvals are denied or not obtainable at a reasonable cost or within a reasonable period, the depositary may take the following actions in its discretion:

•: Convert the foreign currency to the extent practical and lawful and distribute the U.S. dollars to the holders for whom the conversion and distribution is lawful and practical.
•: Distribute the foreign currency to holders for whom the distribution is lawful and practical.
•: Hold the foreign currency (without liability for interest) for the applicable holders.

Governing Law/Waiver of Jury Trial

The deposit agreement, the ADRs and the ADSs will be interpreted in accordance with the laws of the State of New York. The rights of holders of Class A ordinary shares (including Class A ordinary shares represented by ADSs) is governed by the laws of the Cayman Islands.

AS A PARTY TO THE DEPOSIT AGREEMENT, YOU IRREVOCABLY WAIVE TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOUR RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF THE DEPOSIT AGREEMENT OR THE ADRs AGAINST US AND/OR THE DEPOSITARY, INCLUDING ANY CLAIM UNDER THE U.S. FEDERAL SECURITIES LAWS. If we or the depositary were to oppose a jury trial demand based on such waiver, the court would determine whether the waiver was enforceable based upon the facts and circumstances of that case in accordance with applicable state and federal law, including whether a party knowingly, intelligently and voluntarily waived the right to a jury trial. The waiver of the right to a jury trial contained in the deposit agreement is not intended to be deemed a waiver by any holder or beneficial owner of ADSs of our or the depositary's compliance with the U.S. federal securities laws and the rules and regulations promulgated thereunder.

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SHARES ELIGIBLE FOR FUTURE SALE

Upon the completion of this offering, we will have ADSs outstanding representing approximately % of our ordinary shares (or ADS outstanding representing approximately % of our ordinary shares if the underwriters exercise in full the over-allotment option). In addition, options to purchase an aggregate of ordinary shares will be outstanding upon the completion of this offering.

All of the ADSs sold in this offering and Class A ordinary shares they represent will be freely transferable by persons other than our "affiliates" without restriction or further registration under the Securities Act. Rule 144 of the Securities Act defines an "affiliate" of a company as a person that, directly or indirectly, through one or more intermediaries, controls or is controlled by, or is under common control with, our company. All outstanding ordinary shares immediately prior to the completion of this offering are "restricted securities" as that term is defined in Rule 144 because they were issued in a transaction or series of transactions not involving a public offering. Restricted securities, in the form of ADSs or otherwise, may be sold only if they are the subject of an effective registration statement under the Securities Act or if they are sold pursuant to an exemption from the registration requirement of the Securities Act such as those provided for in Rules 144 or 701 promulgated under the Securities Act, which rules are summarized below. Restricted ordinary shares may also be sold outside of the United States to non-U.S. persons in accordance with Rule 904 of Regulation S under the Act. This prospectus may not be used in connection with any resale of our ADSs acquired in this offering by our affiliates.

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 ADSs, and while we have applied for the listing of our 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 for our ordinary shares not represented by ADSs.

Lock-up Agreements

We, [our executive officers, directors and shareholders] have agreed, subject to some exceptions, not to offer, pledge, issue, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any of our ordinary shares, in the form of ADSs or otherwise, or any securities convertible into or exchangeable or exercisable for our ordinary shares, in the form of ADSs or otherwise, for a period of 180 days after the date of this prospectus. After the expiration of the 180-day period, the ordinary shares or ADSs held by our directors, executive officers and certain existing shareholders and option holders, if applicable, may be sold subject to the restrictions under Rule 144 under the Securities Act or other exemptions from registration with the SEC or by means of SEC-registered public offerings.

Rule 144

In general, under Rule 144 as currently in effect, a person who has beneficially owned our restricted securities for at least six months is entitled to sell the restricted securities without registration under the Securities Act, subject to certain restrictions. Persons who are our affiliates (including persons beneficially owning 10% or more of our outstanding shares) may sell within any three-month period a number of restricted securities that does not exceed the greater of the following:

•: 1% of the number of our ordinary shares then outstanding, in the form of ADSs or otherwise, which will equal approximately ordinary shares immediately after this offering; and

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•: the average weekly trading volume of our ADSs on the Nasdaq Global Market during the four calendar weeks preceding the date on which notice of the sale is filed with the SEC.

Such sales are also subject to manner-of-sale provisions, notice requirements and the availability of current public information about us.

In general, under Rule 144 as currently in effect, once we have been subject to the public company reporting requirements of Section 13 or Section 15(d) of the Exchange Act for at least 90 days, persons who are not our affiliates and have beneficially owned our restricted securities for more than six months but not more than one year may sell the restricted securities without registration under the Securities Act subject to the availability of current public information about us. Persons who are not our affiliates and have beneficially owned our restricted securities for more than one year may freely sell the restricted securities without registration under the Securities Act.

Rule 701

Beginning 90 days after the date of this prospectus, persons other than affiliates who purchased ordinary shares under a written compensatory plan or contract may be entitled to sell such shares in the United States in reliance on Rule 701 under the Securities Act, or Rule 701. Rule 701 permits affiliates to sell their Rule 701 shares under Rule 144 without complying with the holding period requirements of Rule 144. Rule 701 further provides that non-affiliates may sell these shares in reliance on Rule 144 subject only to its manner-of-sale requirements. However, the Rule 701 shares would remain subject to any applicable lock-up arrangements and would only become eligible for sale when the lock-up period expires.

Piggyback Registration Right

Upon completion of this offering, ZHANG Yi, one of our top KOLs and our shareholder, subject to certain conditions, will be entitled to request that we register her ordinary shares under the Securities Act, following the expiration of the lock-up agreements described above. See "Description of Share Capital—Piggyback Registration Right."

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TAXATION

The following is a general summary of certain Cayman Islands, People's Republic of China and United States federal income tax consequences relevant to an investment in our ADSs and Class A ordinary shares. The discussion is not intended to be, nor should it be construed as, legal or tax advice to any particular prospective purchaser. The discussion is based on laws and relevant interpretations thereof in effect as of the date of this prospectus, all of which are subject to change or different interpretations, possibly with retroactive effect. The discussion does not address U.S. state or local tax laws, or tax laws of jurisdictions other than the Cayman Islands, the People's Republic of China and the United States. You should consult your own tax advisors with respect to the consequences of acquisition, ownership and disposition of our ADSs and Class A ordinary shares.

Cayman Islands Taxation

The Cayman Islands currently levies no taxes on individuals or corporations based upon profits, income, gains or appreciations and there is no taxation in the nature of inheritance tax or estate duty or withholding tax applicable to us or to any holder of our ADSs and Class A ordinary shares. There are no other taxes likely to be material to us levied by the Government of the Cayman Islands except for stamp duties which may be applicable on instruments executed in, or after execution brought within the jurisdiction of, the Cayman Islands. No stamp duty is payable in the Cayman Islands on transfers of shares of Cayman Islands companies except those which hold interests in land in the Cayman Islands. The Cayman Islands is a party to a double tax arrangement entered with the United Kingdom in 2010 but is otherwise not party to any double tax treaties. There are no exchange control regulations or currency restrictions in the Cayman Islands.

People's Republic of China Taxation

In March 2007, the National People's Congress of China enacted the Enterprise Income Tax Law, which became effective on January 1, 2008. The Enterprise Income Tax Law provides that enterprises organized under the laws of jurisdictions outside China with their "de facto management bodies" located within China may be considered PRC resident enterprises and therefore subject to PRC enterprise income tax at the rate of 25% on their worldwide income. The Implementing Rules of the Enterprise Income Tax Law further define the term "de facto management body" as the management body that exercises substantial and overall management and control over the business, personnel, accounts and properties of an enterprise. While we do not consider our company or any of our overseas subsidiaries to be a PRC resident enterprise, there is a risk that the PRC tax authorities may deem our company or any of our overseas subsidiaries as a PRC resident enterprise since a substantial majority of the members of our management team as well as the management team of some of our overseas subsidiaries are located in China, in which case we or the overseas subsidiaries, as the case may be, would be subject to the PRC enterprise income tax at the rate of 25% on worldwide income. If the PRC tax authorities determine that our Cayman Islands holding company is a "resident enterprise" for PRC enterprise income tax purposes, a 10% withholding tax would be imposed on dividends we pay to our non-PRC enterprise shareholders and a 10% tax would be imposed with respect to gains derived by our non-PRC enterprise shareholders from transferring our shares or ADSs. Furthermore, dividends paid to individual investors who are non-PRC residents and any gain realized on the transfer of ADSs or Class A ordinary shares by such investors may be subject to PRC tax at a rate of 20% (which in the case of dividends may be withheld at source). Any PRC tax liability may be reduced by an applicable tax treaty. However, it is unclear whether, if we are considered a PRC resident enterprise, holders of our Class A ordinary shares or ADSs would be able to claim the benefit of income tax treaties or agreements entered into between China and other countries or areas.

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Certain United States Federal Income Tax Considerations

The following discussion describes certain United States federal income tax consequences of the purchase, ownership and disposition of our ADSs and Class A ordinary shares as of the date hereof. This discussion deals only with ADSs and Class A ordinary shares that are held as capital assets (generally, property held for investment) by a United States Holder (as defined below).

As used herein, the term "United States Holder" means a beneficial owner of our ADSs or Class A ordinary shares that is, for United States federal income tax purposes, any of the following:

•: an individual citizen or resident of the United States;
•: a corporation (or other entity treated as a corporation for United States federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia;
•: an estate the income of which is subject to United States federal income taxation regardless of its source; or
•: a trust if it (1) is subject to the primary supervision of a court within the United States and one or more United States persons have the authority to control all substantial decisions of the trust or (2) has a valid election in effect under applicable United States Treasury regulations to be treated as a United States person.

This discussion is based upon provisions of the Internal Revenue Code of 1986, as amended (the "Code"), and regulations, rulings and judicial decisions thereunder as of the date hereof. Those authorities may be changed, perhaps retroactively, so as to result in United States federal income tax consequences different from those summarized below. In addition, this discussion is based, in part, upon representations made by the depositary to us and assumes that the deposit agreement, and all other related agreements, will be performed in accordance with their terms.

This discussion does not represent a detailed description of the United States federal income tax consequences applicable to you if you are subject to special treatment under the United States federal income tax laws, including if you are:

•: a dealer in securities or currencies;
•: a financial institution;
•: a regulated investment company;
•: a real estate investment trust;
•: an insurance company;
•: a tax-exempt organization;
•: a person holding our ADSs or Class A ordinary shares as part of a hedging, integrated or conversion transaction, a constructive sale or a straddle;
•: a trader in securities that has elected the mark-to-market method of accounting for your securities;
•: a person liable for alternative minimum tax;
•: a person who owns or is deemed to own 10% or more of our stock by vote or value;
•: a partnership or other pass-through entity for United States federal income tax purposes;

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•: a person required to accelerate the recognition of any item of gross income with respect to our ADSs or Class A ordinary shares as a result of such income being recognized on an applicable financial statement; or
•: a person whose "functional currency" is not the United States dollar.

If a partnership (or other entity treated as a partnership for United States federal income tax purposes) holds our ADSs or Class A ordinary shares, the tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership. If you are a partner of a partnership holding our ADSs or Class A ordinary shares, you should consult your tax advisors.

This discussion does not contain a detailed description of all the United States federal income tax consequences to you in light of your particular circumstances and does not address the Medicare tax on net investment income or the effects of any state, local or non-United States tax laws. If you are considering the purchase of our ADSs or Class A ordinary shares, you should consult your own tax advisors concerning the particular United States federal income tax consequences to you of the purchase, ownership and disposition of our ADSs or Class A ordinary shares, as well as the consequences to you arising under other United States federal tax laws and the laws of any other taxing jurisdiction.

ADSs

If you hold ADSs, for United States federal income tax purposes, you generally will be treated as the owner of the underlying Class A ordinary shares that are represented by such ADSs. Accordingly, deposits or withdrawals of Class A ordinary shares for ADSs will not be subject to United States federal income tax.

Taxation of Dividends

Subject to the discussion under "—Passive Foreign Investment Company" below, the gross amount of distributions on the ADSs or Class A ordinary shares (including any amounts withheld to reflect PRC withholding taxes, as discussed above under "Taxation—People's Republic of China Taxation") will be taxable as dividends to the extent paid out of our current or accumulated earnings and profits, as determined under United States federal income tax principles. To the extent that the amount of any distribution exceeds our current and accumulated earnings and profits for a taxable year, the distribution will first be treated as a tax-free return of capital, causing a reduction in the tax basis of the ADSs or Class A ordinary shares, and to the extent the amount of the distribution exceeds your tax basis, the excess will be taxed as capital gain recognized on a sale or exchange. We do not, however, expect to determine earnings and profits in accordance with United States federal income tax principles. Therefore, you should expect that a distribution will generally be treated as a dividend.

Any dividends that you receive (including any withheld taxes) will be includable in your gross income as ordinary income on the day actually or constructively received by you, in the case of Class A ordinary shares, or by the depositary, in the case of ADSs. Such dividends will not be eligible for the dividends received deduction allowed to corporations under the Code.

With respect to non-corporate United States investors, certain dividends received from a qualified foreign corporation may be subject to reduced rates of taxation. A foreign corporation is treated as a qualified foreign corporation with respect to dividends received from that corporation on shares (or ADSs backed by such shares) that are readily tradable on an established securities market in the United States. United States Treasury Department guidance indicates that our ADSs (which we will apply to list on the Nasdaq Global Market) will be readily tradable on an established securities market in the United States once they are so listed. Thus, we believe that dividends we pay on our ADSs will meet the conditions required for these reduced tax rates. Since we do not expect that our Class A

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ordinary shares will be listed on an established securities market in the United States, we do not believe that dividends that we pay on our Class A ordinary shares that are not represented by ADSs currently meet the conditions required for these reduced tax rates. There can be no assurance, however, that our ADSs will be considered readily tradable on an established securities market in later years. A qualified foreign corporation also includes a foreign corporation that is eligible for the benefits of certain income tax treaties with the United States. In the event that we are deemed to be a PRC resident enterprise under the Enterprise Income Tax Law, we may be eligible for the benefits of the income tax treaty between the United States and PRC, or the Treaty, and if we are eligible for such benefits, dividends we pay on our Class A ordinary shares, regardless of whether such shares are represented by ADSs, would be eligible for reduced rates of taxation. See "—People's Republic of China Taxation." Non-corporate holders that do not meet a minimum holding period requirement during which they are not protected from the risk of loss or that elect to treat the dividend income as "investment income" pursuant to Section 163(d)(4) of the Code will not be eligible for the reduced rates of taxation regardless of our status as a qualified foreign corporation. In addition, the rate reduction will not apply to dividends if the recipient of a dividend is obligated to make related payments with respect to positions in substantially similar or related property. This disallowance applies even if the minimum holding period has been met. You should consult your own tax advisors regarding the application of these rules given your particular circumstances.

Non-corporate United States Holders will not be eligible for reduced rates of taxation on any dividends received from us if we are a passive foreign investment company in the taxable year in which such dividends are paid or in the preceding taxable year (see "—Passive Foreign Investment Company" below).

Subject to certain conditions and limitations (including a minimum holding period requirement), any PRC withholding taxes on dividends may be treated as foreign taxes eligible for credit against your United States federal income tax liability. For purposes of calculating the foreign tax credit, dividends paid on the ADSs or Class A ordinary shares will be treated as income from sources outside the United States and will generally constitute passive category income. The rules governing the foreign tax credit are complex. You are urged to consult your tax advisors regarding the availability of the foreign tax credit under your particular circumstances.

Distributions of ADSs, Class A ordinary shares or rights to subscribe for ADSs or Class A ordinary shares that are received as part of a pro rata distribution to all of our shareholders generally will not be subject to United States federal income tax.

Passive Foreign Investment Company

Based on the past and projected composition of our income and assets, and the valuation of our assets, including goodwill (which we have determined based on the expected price of our ADSs in this offering), we do not believe we were a passive foreign investment company (a "PFIC") for our most recent taxable year, and we do not expect to become a PFIC in the current taxable year or in the foreseeable future, although there can be no assurance in this regard.

In general, we will be a PFIC for any taxable year in which:

•: at least 75% of our gross income is passive income, or
•: at least 50% of the value (determined based on a quarterly average) of our assets is attributable to assets that produce or are held for the production of passive income.

For this purpose, passive income generally includes dividends, interest, income equivalent to interest, royalties and rents (other than royalties and rents derived in the active conduct of a trade or business and not derived from a related person). Cash is treated as an asset that produces or is held for the production of passive income. If we own at least 25% (by value) of the stock of another

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corporation, for purposes of determining whether we are a PFIC, we will be treated as owning our proportionate share of the other corporation's assets and receiving our proportionate share of the other corporation's income. However, there is uncertainty as to the treatment of our corporate structure and ownership of our VIE for United States federal income tax purposes. For United States federal income tax purposes, we consider ourselves to own the equity of our VIE. If it is determined, contrary to our view, that we do not own the equity of our VIE for United States federal income tax purposes (for instance, because the relevant PRC authorities do not respect these arrangements), we may be treated as a PFIC.

The determination of whether we are a PFIC is made annually after the close of each taxable year. Accordingly, we may become a PFIC in the current or any future taxable year due to changes in our asset or income composition. The composition of our assets and income may be affected by how, and how quickly, we use our liquid assets and the cash raised in this offering. Because we have valued our goodwill based on the expected market value of our ADSs, a decrease in the price of our ADSs may also result in our becoming a PFIC. If we are a PFIC for any taxable year during which you hold our ADSs or Class A ordinary shares, you will be subject to special tax rules discussed below.

If we are a PFIC for any taxable year during which you hold our ADSs or Class A ordinary shares and you do not make a timely mark-to-market election, as described below, you will be subject to special tax rules with respect to any "excess distribution" received and any gain realized from a sale or other disposition, including a pledge, of ADSs or Class A ordinary shares. Distributions received in a taxable year will be treated as excess distributions to the extent that they are greater than 125% of the average annual distributions received during the shorter of the three preceding taxable years or your holding period for the ADSs or Class A ordinary shares. Under these special tax rules:

•: the excess distribution or gain will be allocated ratably over your holding period for the ADSs or Class A ordinary shares,
•: the amount allocated to the current taxable year, and any taxable year prior to the first taxable year in which we were a PFIC, will be treated as ordinary income, and
•: the amount allocated to each other year will be subject to tax at the highest tax rate in effect for that year and the interest charge generally applicable to underpayments of tax will be imposed on the resulting tax attributable to each such year.

Although the determination of whether we are a PFIC is made annually, if we are a PFIC for any taxable year in which you hold our ADSs or Class A ordinary shares, you will generally be subject to the special tax rules described above for that year and for each subsequent year in which you hold the ADSs or Class A ordinary shares (even if we do not qualify as a PFIC in such subsequent years). However, if we cease to be a PFIC, you can avoid the continuing impact of the PFIC rules by making a special election to recognize gain as if your ADSs or Class A ordinary shares had been sold on the last day of the last taxable year during which we were a PFIC. You are urged to consult your own tax advisor about this election.

In lieu of being subject to the special tax rules discussed above, you may make a mark-to-market election with respect to your ADSs or Class A ordinary shares provided such ADSs or Class A ordinary shares are treated as "marketable stock." The ADSs or Class A ordinary shares generally will be treated as marketable stock if the ADSs or Class A ordinary shares are regularly traded on a "qualified exchange or other market" (within the meaning of the applicable Treasury regulations). Under current law, the mark-to-market election may be available to holders of ADSs once the ADSs are listed on the Nasdaq Global Market which constitutes a qualified exchange, although there can be no assurance that the ADSs will be "regularly traded" for purposes of the mark-to-market election. It is intended that only the ADSs and not Class A ordinary shares will be listed on the Nasdaq Global Market.

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Consequently, if you are a holder of Class A ordinary shares that are not represented by ADSs, you generally will not be eligible to make a mark-to-market election.

If you make an effective mark-to-market election, for each taxable year that we are a PFIC you will include as ordinary income the excess of the fair market value of your ADSs at the end of the year over your adjusted tax basis in the ADSs. You will be entitled to deduct as an ordinary loss in each such year the excess of your adjusted tax basis in the ADSs over their fair market value at the end of the year, but only to the extent of the net amount previously included in income as a result of the mark-to-market election. Your adjusted tax basis in the ADSs will be increased by the amount of any income inclusion and decreased by the amount of any deductions under the mark-to-market rules. In addition, upon the sale or other disposition of your ADSs in a year that we are a PFIC, any gain will be treated as ordinary income and any loss will be treated as ordinary loss, but only to the extent of the net amount of previously included income as a result of the mark-to-market election.

If you make a mark-to-market election, it will be effective for the taxable year for which the election is made and all subsequent taxable years unless the ADSs are no longer regularly traded on a qualified exchange or other market, or the Internal Revenue Service consents to the revocation of the election. You are urged to consult your tax advisor about the availability of the mark-to-market election, and whether making the election would be advisable in your particular circumstances.

Alternatively, U.S. taxpayers can sometimes avoid the special tax rules described above by electing to treat a PFIC as a "qualified electing fund" under Section 1295 of the Code. However, this option is not available to you because we do not intend to comply with the requirements necessary to permit you to make this election.

If we are a PFIC for any taxable year during which you hold our ADSs or Class A ordinary shares and any of our non-United States subsidiaries is also a PFIC, you will be treated as owning a proportionate amount (by value) of the shares of the lower-tier PFIC for purposes of the application of the PFIC rules. You will not be able to make the mark-to-market election described above in respect of any lower-tier PFIC. You are urged to consult your tax advisors about the application of the PFIC rules to any of our subsidiaries.

You will generally be required to file Internal Revenue Service Form 8621 if you hold our ADSs or Class A ordinary shares in any year in which we are a PFIC. You are urged to consult your tax advisors concerning the United States federal income tax consequences of holding ADSs or Class A ordinary shares if we are a PFIC in any taxable year.

Taxation of Capital Gains

For United States federal income tax purposes, you will recognize taxable gain or loss on any sale or exchange of the ADSs or Class A ordinary shares in an amount equal to the difference between the amount realized for the ADSs or Class A ordinary shares and your tax basis in the ADSs or Class A ordinary shares. Subject to the discussion under "—Passive Foreign Investment Company" above, such gain or loss will generally be capital gain or loss and will generally be long-term capital gain or loss if you have held the ADSs or Class A ordinary shares for more than one year. Long-term capital gains of non-corporate United States Holders (including individuals) are eligible for reduced rates of taxation. The deductibility of capital losses is subject to limitations. Any gain or loss recognized by you will generally be treated as United States source gain or loss. However, if we are treated as a PRC resident enterprise for PRC tax purposes and PRC tax were imposed on any gain, and if you are eligible for the benefits of the Treaty, you may elect to treat such gain as PRC source gain under the Treaty. If you are not eligible for the benefits of the Treaty or if you fail to make the election to treat any gain as PRC source, then you generally would not be able to use the foreign tax credit arising from any PRC tax imposed on the disposition of ADSs or Class A ordinary shares unless such credit can be applied (subject to applicable limitations) against tax due on other income derived from foreign sources.

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Information Reporting and Backup Withholding

In general, information reporting will apply to dividends in respect of our ADSs or Class A ordinary shares and the proceeds from the sale, exchange or other disposition of our ADSs or Class A ordinary shares that are paid to you within the United States (and in certain cases, outside the United States), unless you are an exempt recipient. A backup withholding tax may apply to such payments if you fail to provide a taxpayer identification number or certification of exempt status or fail to report in full dividend and interest income.

Backup withholding is not an additional tax and any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against your United States federal income tax liability provided the required information is timely furnished to the Internal Revenue Service.

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UNDERWRITING

We and the underwriters named below have entered into an underwriting agreement with respect to the ADSs being offered. Under the terms and subject to the conditions contained in the underwriting agreement, each underwriter has severally agreed to purchase the number of ADSs indicated in the following table. Citigroup Global Markets Inc. and UBS Securities LLC are acting as joint bookrunners of this offering and as the representatives of the underwriters.

Underwriters		Number of ADSs

Citigroup Global Markets Inc.
UBS Securities LLC

Total

The address of Citigroup Global Markets Inc. is 388 Greenwich Street, New York, NY 10013, United States of America. The address of UBS Securities LLC is 1285 Avenue of the Americas, New York, NY 10019, United States of America.

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 underwriters to pay for and accept delivery of the ADSs offered by this prospectus are subject to the approval of certain legal matters by their counsel and to certain other conditions. The underwriters are obligated, severally and not jointly to take and pay for all of the ADSs offered by this prospectus if any such ADSs are taken, other than the ADSs covered by the underwriters' option to purchase additional ADSs described below.

The underwriters initially propose to offer part of the ADSs directly to the public at the public offering price listed on the cover page of this prospectus and part of the ADSs to certain dealers at a price that represents a concession not in excess of US$ per ADS from the initial public offering price. After the initial offering of the ADSs, the offering price and other selling terms may from time to time be varied by the underwriters.

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.

Option to Purchase Additional ADSs

We have granted to the underwriters an option, exercisable for 30 days from the date of this prospectus, to purchase up to an additional ADSs from us at the public offering price listed on the cover page of this prospectus, less underwriter discounts and commissions. To the extent the option is exercised, each underwriter will become severally obligated, subject to certain conditions, to purchase additional ADSs approximately proportionate to each underwriter's initial amount reflected in the table above.

Commissions and Expenses

Total underwriting discounts and commissions to be paid to the underwriters represent % of the total amount of the offering. The following table shows the per ADS and total underwriting

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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.

		Total

	Per ADS	No exercise	Full exercise
Public offering price
Discounts and commissions paid by us

[The underwriters have agreed to reimburse us for a certain portion of our expenses in connection with our initial public offering.]

The estimated offering expenses payable by us, exclusive of the underwriting discounts and commissions, are approximately US$ million, which includes legal, accounting, and printing costs and various other fees associated with the registration of our ordinary shares and ADSs. We have agreed to reimburse the underwriters for certain of their expenses in an amount up to US$ million.

Lock-Up Agreements

We, [our executive officers, directors and shareholders] have agreed with the underwriters to certain lock-up restrictions in respect of our ordinary shares, ADSs, and/or any securities convertible into or exchangeable or exercisable for any of our ordinary shares or ADSs, during the period ending 180 days after the date of this prospectus, subject to certain exceptions. Immediately after the completion of this offering, a total of ordinary shares (representing approximately % of our ordinary shares then issued and outstanding) will be subject to the lock-up agreements or other restrictions on transfer. See "Shares Eligible for Future Sale."

Subject to compliance with the notification requirements under FINRA Rule 5131 applicable to lock-up agreements with our directors or officers, if the underwriters, with our prior consent, agree to release or waive the restrictions set forth in a lock-up agreement with one of our directors or officers and provide us with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, we agree to announce the impending release or waiver by a press release through a major news service at least two business days before the effective date of the release or waiver.

Nasdaq Listing

Our ADSs [have been approved] for listing on the Nasdaq Global Market under the symbol "RUHN."

Stabilization, Short Positions and Penalty Bids

In connection with the offering, the underwriters may purchase and sell ADSs in the open market. These transactions may include short sales in accordance with Regulation M under the Exchange Act, 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. "Covered" short sales are sales made in an amount not greater than the underwriters' option to purchase additional ADSs in the offering. The underwriters may close out 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 close out the covered short position, the underwriters will consider, among other things, the price of ADSs available for purchase in the open market as compared to the price at which they may purchase additional ADSs pursuant to the option granted to them. "Naked" short sales are any sales in excess of such option. The underwriters must close out any naked short position by purchasing ADSs in the open market. A naked short position is more likely to

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be created if the underwriters are concerned that there may be downward pressure on the price of the ADSs in the open market after pricing that could adversely affect investors who purchase in the offering. Stabilizing transactions consist of various bids for, or purchases of, ADSs made by the underwriters in the open market prior to the completion of the offering.

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 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. If these activities are commenced, they are required to be conducted in accordance with applicable laws and regulations, and they may be discontinued at any time. These transactions may be effected on the Nasdaq Global Market, the over-the-counter market or otherwise.

Electronic Distribution

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.

[Directed Share Program

At our request, the underwriters have reserved up to % of the ADSs being offered by this prospectus (assuming exercise in full by the underwriters of their option to purchase additional ADSs) for sale at the initial public offering price to certain of our directors, executive officers, employees, business associates and members of their families. The directed share program will be administered by . We do not know if these individuals will choose to purchase all or any portion of these reserved ADSs, but any purchases they do make will reduce the number of ADSs that are available to the general public. Any reserved ADSs that are not so purchased will be offered by the underwriters to the general public on the same terms as the other ADSs offered by this prospectus.]

Discretionary Sales

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

Indemnification

We have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act.

Relationships

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.

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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.

Pricing of the Offering

Prior to this offering, there has been no public market for our ordinary shares or ADSs. The initial public offering price was determined by negotiations between us and the representatives of the underwriters. Among the factors considered in determining the initial public offering price of the ADSs, in addition to prevailing market conditions, were 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.

Selling Restrictions

No action has been taken in any jurisdiction (except in the U.S.) 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:

•: does not constitute a product disclosure document or a prospectus under Chapter 6D.2 of the Corporations Act 2001 (Cth), or the Corporations Act;
•: has not been, and will not be, lodged with the Australian Securities and Investments Commission, or the 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;
•: 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
•: 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

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Act or is otherwise in compliance with all applicable Australian laws and regulations. By submitting an application for the ADSs, you represent and warrant to us that you are an Exempt Investor.

As any offer of ADSs under this prospectus will be made without disclosure in Australia under Chapter 6D.2 of the Corporations Act, the offer of those securities for resale in Australia within 12 months may, under section 707 of the Corporations Act, require disclosure to investors under Chapter 6D.2 if none of the exemptions in section 708 applies to that resale. By applying for the ADSs you undertake to us that you will not, for a period of 12 months from the date of issue of the ADSs, offer, transfer, assign or otherwise alienate those securities to investors in Australia except in circumstances where disclosure to investors is not required under Chapter 6D.2 of the Corporations Act or where a compliant disclosure document is prepared and lodged with ASIC.

Canada .

Resale Restrictions

The distribution of the ADSs in Canada is being made only in the provinces of Ontario, Quebec, Alberta and British Columbia on a private placement basis exempt from the requirement that we prepare and file a prospectus with the securities regulatory authorities in each province where trades of the ADSs are made. Any resale of the ADSs in Canada must be made under applicable securities laws which may vary depending on the relevant jurisdiction, and which may require resales to be made under available statutory exemptions or under a discretionary exemption granted by the applicable Canadian securities regulatory authority. Purchasers are advised to seek legal advice prior to any resale of the securities.

Representations of Canadian Purchasers

By purchasing ADSs in Canada and accepting delivery of a purchase confirmation, a purchaser is representing to us and the dealer from whom the purchase confirmation is received that:

•: the purchaser is entitled under applicable provincial securities laws to purchase the ADSs without the benefit of a prospectus qualified under those securities laws as it is an "accredited investor" as defined under National Instrument 45-106—Prospectus Exemptions;
•: the purchaser is a "permitted client" as defined in National Instrument 31-103—Registration Requirements, Exemptions and Ongoing Registrant Obligations;
•: where required by law, the purchaser is purchasing as principal and not as agent; and
•: the purchaser has reviewed the text above under Resale Restrictions.

Conflicts of Interest

Canadian purchasers are hereby notified that the underwriter is relying on the exemption set out in section 3A.3 or 3A.4, if applicable, of National Instrument 33-105—Underwriting Conflicts from having to provide certain conflict of interest disclosure in this prospectus.

Statutory Rights of Action

Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if the offering memorandum (including any amendment thereto) such as this prospectus contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser's province or territory. The purchaser of these securities in Canada should refer to any applicable provisions of the securities legislation of the purchaser's province or territory for particulars of these rights or consult with a legal advisor.

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Enforcement of Legal Rights

All of our directors and officers as well as the experts named herein may be located outside of Canada and, as a result, it may not be possible for Canadian purchasers to effect service of process within Canada upon us or those persons. All or a substantial portion of our assets and the assets of those persons may be located outside of Canada and, as a result, it may not be possible to satisfy a judgment against us or those persons in Canada or to enforce a judgment obtained in Canadian courts against us or those persons outside of Canada.

Taxation and Eligibility for Investment

Canadian purchasers of ADSs should consult their own legal and tax advisors with respect to the tax consequences of an investment in the ADSs in their particular circumstances and about the eligibility of the ADSs for investment by the purchaser under relevant Canadian legislation.

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, or the DIFC. This prospectus relates to an Exempt Offer in accordance with the Markets Rules 2012 of the Dubai Financial Services Authority, or the 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), with effect from and including the date on which the Prospectus Directive was implemented in that Relevant Member State (the Relevant Implementation Date), an offer of the ADSs to the public may not be made in that Relevant Member State prior to the publication of a prospectus in relation to the ADSs which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that, with effect from and including the Relevant Implementation Date, an offer of ADSs may be made to the public in that Relevant Member State at any time:

•: to any legal entity which is a qualified investor as defined under the Prospectus Directive;
•: to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive); or
•: in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of securities described in this prospectus shall result in a requirement for the publication by us of a prospectus pursuant to Article 3 of the Prospectus Directive.

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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 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 any 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.

Hong Kong. The ADSs may not be offered or sold 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 Ordinance (Cap.32, Laws of Hong Kong), (ii) to "professional investors" within the meaning of the Securities and Futures Ordinance (Cap.571, Laws of Hong Kong) and any rules promulgated thereunder, or (iii) in other circumstances which do not result in the document being a "prospectus" within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong), 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 laws of Hong Kong) other than with respect to ADSs which are or are intended to be disposed of only to persons outside Hong Kong or only to "professional investors" within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules promulgated thereunder.

Japan. ADSs will not be offered or sold directly or indirectly in Japan or to, or for the benefit of any Japanese person or to others, for re-offering or re-sale directly or indirectly in Japan or to any Japanese person, except in each case pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Securities and Exchange Law of Japan and any other applicable laws, rules and regulations of Japan. For purposes of this paragraph, "Japanese person" means any person resident in Japan, including any corporation or other entity organized under the laws of Japan.

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, or the 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)

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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.

People's Republic of China. This prospectus may not be circulated or distributed in the PRC and the ADSs may not be offered or sold, and will not offer or sell to any person for re-offering or resale directly or indirectly to any resident of the PRC except pursuant to applicable laws, rules and regulations of the PRC. For the purpose of this paragraph only, the 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 in Singapore with the Monetary Authority of Singapore. Accordingly, this prospectus and any other documents 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 under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore, or the SFA, or (ii) to a relevant person pursuant to Section 275(1), or to any person pursuant to Section 275(1A), and in accordance with the conditions specified in Section 275, of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

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Where the ADSs are subscribed or purchased under section 275 of the SFA by a relevant person which is:

(a): a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or
(b): a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor,

securities (as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries' rights and interest in that trust shall not be transferred within six (6) months after that corporation or that trust has acquired the ADSs pursuant to an offer made under section 275 of the SFA except:

(1): to an institutional investor or to a relevant person defined in Section 275(2) of the SFA, or to any person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA;
(2): where no consideration is or will be given for the transfer;
(3): where the transfer is by operation of law;
(4): as specified in section 276(7) of the SFA; or
(5): as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore.

Notification under Section 309B(1)(c) of the SFA: We have determined that the ADSs shall be (A) prescribed capital markets products (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018) and (B) Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).

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, or 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: (i) in compliance with all applicable laws and regulations of the United Arab Emirates; and (ii) through persons or corporate entities authorized

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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. This prospectus is only being distributed to and is only directed at: (i) persons who are outside the United Kingdom; (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, or the Order; or (iii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons falling within (i)-(iii) together being referred to as "relevant persons"). The ADSs are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire the ADSs will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this prospectus or any of its contents.

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EXPENSES RELATED TO THIS OFFERING

Set forth below is an itemization of the total expenses, excluding underwriting discounts and commissions, which are expected to be incurred in connection with the offer and sale of the ADSs by us. With the exception of the SEC registration fee and the Financial Industry Regulatory Authority filing fee, all amounts are estimates.

		US$

SEC registration fee
Nasdaq Global Market listing fee
Financial Industry Regulatory Authority filing fee
Printing and engraving expenses
Legal fees and expenses
Accounting fees and expenses
Miscellaneous

Total

These expenses will be borne by us, except for underwriting discounts and commissions, which will be borne by us in proportion to the numbers of ADSs sold in the offering by us, respectively.

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LEGAL MATTERS

We are being represented by Simpson Thacher & Bartlett LLP with respect to certain legal matters of United States federal securities and New York state law. Certain legal matters of United States federal securities and New York state law in connection with this offering will be passed upon for the underwriters by Latham & Watkins LLP. The validity of Class A ordinary shares represented by the ADSs offered in this offering and legal matters as to Cayman Islands law will be passed upon for us by Ogier. Certain legal matters as to PRC law will be passed upon for us by Jingtian & Gongcheng and for the underwriters by Tian Yuan Law Firm. Simpson Thacher & Bartlett LLP and Ogier may rely upon Jingtian & Gongcheng with respect to matters governed by PRC law. Latham & Watkins LLP may rely upon Tian Yuan Law Firm with respect to matters governed by PRC law.

EXPERTS

The combined and consolidated financial statements as of March 31, 2017 and 2018 and for the two fiscal years ended March 31, 2018 of Ruhnn Holding Limited included in the prospectus have been audited by Deloitte Touche Tohmatsu Certified Public Accountants LLP, an independent registered public accounting firm, as stated in their report appearing herein (which report expresses an unqualified opinion on the financial statements and includes explanatory paragraph referring to the translation of Renminbi amounts to United States dollar amounts for the convenience of readers in the United States of America). Such financial statements are included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

The offices of Deloitte Touche Tohmatsu Certified Public Accountants LLP are located at Bund Center, 30th Floor, 222 Yan An Road East, Shanghai, the People's Republic of China.

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WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form F-1, including relevant exhibits and schedules under the Securities Act with respect to underlying Class A ordinary shares represented by the ADSs, to be sold in this offering. A related registration statement on F-6 will be filed with the SEC to register the ADSs. This prospectus, which constitutes a part of the registration statement, does not contain all of the information contained in the registration statement. You should read the registration statement and its exhibits and schedules for further information with respect to us and our ADSs.

Immediately upon the completion of this offering, we will become subject to periodic reporting and other informational requirements of the Exchange Act as applicable to foreign private issuers. Accordingly, we will be required to file reports, including annual reports on Form 20-F, and other information with the SEC. All information filed with the SEC can be inspected and copied at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. You can request copies of these documents upon payment of a duplicating fee, by writing to the SEC. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference rooms. Additional information may also be obtained over the Internet at the SEC's website at www.sec.gov .

As a foreign private issuer, we are exempt under the Exchange Act from, among other things, the rules prescribing the furnishing and content of proxy statements, and our executive officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we will not be required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act. However, we intend to furnish the depositary with our annual reports, which will include a review of operations and annual audited consolidated financial statements prepared in conformity with U.S. GAAP, and all notices of shareholders' meeting and other reports and communications that are made generally available to our shareholders. The depositary will make such notices, reports and communications available to holders of ADSs and will mail to all record holders of ADSs the information contained in any notice of a shareholders' meeting received by the depositary from us.

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INDEX TO COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS

		Page

Audited Combined and Consolidated Financial Statements of Ruhnn Holding Limited
Report of Independent Registered Public Accounting Firm			F-2
Combined and Consolidated Balance Sheets as of March 31, 2017 and March 31, 2018			F-3
Combined and Consolidated Statements of Comprehensive Loss for the years ended March 31, 2017 and March 31, 2018			F-4
Combined and Consolidated Statements of Changes in Shareholders' Deficit for the years ended March 31, 2017 and March 31, 2018			F-5
Combined and Consolidated Statements of Cash Flows for the years ended March 31, 2017 and March 31, 2018			F-6
Notes to the Combined and Consolidated Financial Statements			F-7
Unaudited Condensed Combined and Consolidated Financial Statements of Ruhnn Holding Limited
Unaudited Condensed Combined and Consolidated Balance Sheets as of March 31, 2018 and December 31, 2018			F-31
Unaudited Condensed Combined and Consolidated Statements of Comprehensive Loss for the nine months ended December 31, 2017 and 2018			F-32
Unaudited Condensed Combined and Consolidated Statements of Changes in Shareholders' Deficit for the nine months ended December 31, 2017 and 2018			F-33
Unaudited Condensed Combined and Consolidated Statements of Cash Flows for the nine months ended December 31, 2017 and 2018			F-34
Notes to the Unaudited Condensed Combined and Consolidated Financial Statements			F-35

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Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and shareholders of Ruhnn Holding Limited

Opinion on the Financial Statements

We have audited the accompanying combined and consolidated balance sheets of Ruhnn Holding Limited, its subsidiaries, its consolidated variable interest entity (the "VIE") and VIE's subsidiaries (collectively the "Group") as of March 31, 2018, and 2017, the related combined and consolidated statements of comprehensive loss, changes in shareholders' deficit and cash flows for each of the two years in the period ended March 31, 2018, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Group as of March 31, 2018, and 2017, and the results of their operations and their cash flows for each of the two years in the period ended March 31, 2018, in conformity with accounting principles generally accepted in the United States of America.

Convenience Translation

Our audits also comprehended the translation of Renminbi amounts into United States dollar amounts and, in our opinion, such translation has been made in conformity with the basis stated in Note 2(f) to the financial statements. Such United States dollar amounts are presented solely for the convenience of readers in the United States of America.

Basis for Opinion

The financial statements are the responsibility of the Group's management. Our responsibility is to express an opinion on the Group's 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 Group in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Group is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the 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 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 financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Deloitte Touche Tohmatsu Certified Public Accountants LLP
Shanghai, the People's Republic of China

October 19, 2018 (March 6, 2019 as to the retrospective presentation of the Equity Restructuring described in Note 1, 2, 12 and the convenience translation described in Note 2(f))

We have served as the Group's auditor since 2018.

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Ruhnn Holding Limited

COMBINED AND CONSOLIDATED BALANCE SHEETS

	As of March 31,

	2017			2018
	RMB			RMB			US$
							(Note 2(f))
ASSETS
Current assets:
Cash and cash equivalents		21,368,512			9,713,466			1,412,765
Restricted cash		—			21,207,771			3,084,542
Accounts receivable, net of allowance for doubtful accounts of RMB11,530 and RMB294,242 as of March 31, 2017 and 2018, respectively		219,244			6,239,617			907,515
Inventories		234,579,197			320,383,465			46,597,842
Advances to suppliers, net of allowance for doubtful accounts of nil and RMB26,317,009 as of March 31, 2017 and 2018, respectively		40,977,476			24,694,549			3,591,673
Prepaid expenses and other current assets		31,237,821			30,295,221			4,406,258
Amounts due from related parties		4,649,205			295,000			42,906

Total current assets		333,031,455			412,829,089			60,043,501
Property and equipment, net		5,281,659			5,145,359			748,361
Intangible assets, net		—			3,740,000			543,960
Goodwill		—			1,002,000			145,735
Long-term investments		2,507,213			1,090,052			158,541
Other non-current assets		1,471,750			837,145			121,758

TOTAL ASSETS		342,292,077			424,643,645			61,761,856



LIABILITIES AND SHAREHOLERS' DEFICIT
Current liabilities :
Accounts payable		68,696,866			72,889,659			10,601,361
Notes payable		—			47,105,605			6,851,226
Accrued salary and benefits		23,271,111			41,436,994			6,026,761
Accrued expenses and other current liabilities		6,942,093			13,877,331			2,018,374
Amounts due to related parties		285,569,687			374,558,131			54,477,221
Income tax payable		1,029,694			6,950,908			1,010,967

Total current liabilities		385,509,451			556,818,628			80,985,910
Non-current liabilities :
Long-term deposits		—			1,850,000			269,071

Total liabilities		385,509,451			558,668,628			81,254,981

Commitments and contingencies (Note 15)
Shareholders' deficit:
Ordinary shares (US$0.000000001 par value; nil share authorized, issued and outstanding as of March 31, 2017 and 2018)		—			—			—
Additional paid in capital		10,000,000			6,886,900			1,001,658
Accumulated deficit		(55,383,671	)		(159,389,093	)		(23,182,182	)

Total Ruhnn Holding Limited shareholders' deficit		(45,383,671	)		(152,502,193	)		(22,180,524	)
Non-controlling interest		2,166,297			18,477,210			2,687,399

Total shareholders' deficit		(43,217,374	)		(134,024,983	)		(19,493,125	)

TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT		342,292,077			424,643,645			61,761,856

The accompanying notes are an integral part of these combined and consolidated financial statements.

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Ruhnn Holding Limited

COMBINED AND CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

	For the years ended March 31,

	2017			2018
	RMB			RMB			US$
							(Note 2(f))
Net revenues
Product sales		572,445,248			912,512,337			132,719,415
Services		5,457,556			35,068,094			5,100,443

Total net revenues		577,902,804			947,580,431			137,819,858
Cost of revenues
Cost of product sales		(362,609,218	)		(625,263,422	)		(90,940,793	)
Cost of services		(2,619,255	)		(18,122,046	)		(2,635,742	)

Total cost of revenues		(365,228,473	)		(643,385,468	)		(93,576,535	)

Gross profit		212,674,331			304,194,963			44,243,323
Operating expenses:
Fulfillment		(69,412,065	)		(100,070,999	)		(14,554,723	)
Sales and marketing		(97,813,618	)		(146,207,178	)		(21,264,952	)
General and administrative		(67,106,052	)		(130,977,396	)		(19,049,872	)
Other operating income (loss), net		(168,367	)		709,505			103,193

Loss from operations		(21,825,771	)		(72,351,105	)		(10,523,031	)
Interest income		41,883			87,866			12,780
Interest expense		(1,573,958	)		—			—
Foreign exchange gain (loss)		55,870			(240,473	)		(34,975	)

Loss before income taxes		(23,301,976	)		(72,503,712	)		(10,545,226	)
Income tax expense		(15,242,611	)		(15,843,236	)		(2,304,303	)
Share of loss in equity method investments		(1,592,787	)		(1,607,161	)		(233,752	)

Net loss		(40,137,374	)		(89,954,109	)		(13,083,281	)
Less: net income attributable to non-controlling interest		(15,246,297	)		(14,051,313	)		(2,043,679	)

Net loss attributable to Ruhnn Holding Limited		(55,383,671	)		(104,005,422	)		(15,126,960	)



Net loss per ordinary share:
Basic and diluted		(0.17	)		(0.33	)		(0.05	)
Weighted average shares used in calculating net loss per ordinary share:
Basic and diluted		319,406,760			319,406,760			319,406,760
Net loss		(40,137,374	)		(89,954,109	)		(13,083,281	)
Other comprehensive loss:
Foreign currency translation adjustments		—			—			—

Comprehensive loss		(40,137,374	)		(89,954,109	)		(13,083,281	)

The accompanying notes are an integral part of these combined and consolidated financial statements.

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Ruhnn Holding Limited

COMBINED AND CONSOLIDATED STATEMENTS OF SHAREHOLDERS' DEFICIT

	Ordinary shares				Additional paid capital			Accumulated deficit			Total Ruhnn Holding Limited shareholders' deficit			Non- controlling interest			Total shareholders' deficit

	Number of shares		RMB		RMB			RMB			RMB			RMB			RMB
Balance at April 1, 2016		—		—		—			—			—			—			—
Capital contribution from Hangzhou Ruhnn		—		—		10,000,000			—			10,000,000			—			10,000,000
Net (loss) income		—		—		—			(55,383,671	)		(55,383,671	)		15,246,297			(40,137,374	)
Dividend paid to non-controlling interest holders		—		—		—			—			—			(13,720,000	)		(13,720,000	)
Capital contribution from non-controlling interest holders		—		—		—			—			—			640,000			640,000

Balance at March 31, 2017		—		—		10,000,000			(55,383,671	)		(45,383,671	)		2,166,297			(43,217,374	)

Net (loss) income		—		—		—			(104,005,422	)		(104,005,422	)		14,051,313			(89,954,109	)
Capital contribution from non-controlling interest holders		—		—		—			—			—			490,000			490,000
Acquisition of non-controlling interest of the Group's subsidiaries		—		—		(3,113,100	)		—			(3,113,100	)		1,769,600			(1,343,500	)

Balance at March 31, 2018		—		—		6,886,900			(159,389,093	)		(152,502,193	)		18,477,210			(134,024,983	)



Balance at March 31, 2018 in US$ (Note 2(f))		—		—		1,001,658			(23,182,182	)		(22,180,524	)		2,687,399			(19,493,125	)

The accompanying notes are an integral part of these combined and consolidated financial statements.

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Ruhnn Holding Limited

COMBINED AND CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the years ended March 31,

	2017			2018
	RMB			RMB			US$ (Note 2(f))
Cash flows from operating activities:
Net loss		(40,137,374	)		(89,954,109	)		(13,083,281	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		751,727			2,284,712			332,298
Provision for allowance for doubtful accounts		11,530			26,792,029			3,896,739
Inventory write-down		25,501,836			42,058,235			6,117,117
Share of loss in equity method investments		1,592,787			1,607,161			233,752
Changes in assets and liabilities:
Accounts receivable		(230,774	)		(6,303,085	)		(916,746	)
Amounts due from related parties		(4,649,205	)		4,354,205			633,293
Inventories		(260,081,033	)		(127,862,503	)		(18,596,830	)
Advances to suppliers		(40,977,476	)		(10,034,082	)		(1,459,397	)
Prepaid expenses and other current assets		(31,237,821	)		1,034,269			150,428
Other non-current assets		(1,471,750	)		634,605			92,299
Accounts payable		68,696,866			4,192,089			609,714
Notes payable		—			47,105,605			6,851,226
Amount due to related parties		10,456,131			43,988,444			6,397,854
Accrued salary and benefits		23,271,111			18,165,883			2,642,118
Accrued expenses and other current liabilities		6,942,093			6,590,640			958,569
Income tax payables		1,029,694			5,921,214			861,204
Long-term deposits		—			1,850,000			269,071

Net cash used in operating activities		(240,531,658	)		(27,574,688	)		(4,010,572	)

Cash flows from investing activities:
Purchases of long term investments		(4,100,000	)		(190,000	)		(27,634	)
Purchases of property and equipment		(6,033,386	)		(1,808,411	)		(263,023	)
Cash received in business acquisition, net of cash paid		—			49,324			7,174

Net cash used in investing activities		(10,133,386	)		(1,949,087	)		(283,483	)

Cash flows from financing activities:
Capital contribution from Hangzhou Ruhnn		10,000,000			—			—
Capital contribution from non-controlling interest holders		640,000			490,000			71,268
Cash paid for acquisition of non-controlling interest		—			(1,343,500	)		(195,404	)
Proceed from short-term borrowing		68,500,000			—			—
Repayment of short-term borrowing		(68,500,000	)		—			—
Payment of note payable assumed in the acquisition		—			(5,070,000	)		(737,401	)
Dividend paid to non-controlling interest holders		(13,720,000	)		—			—
Advances from related party		275,113,556			45,000,000			6,544,978

Net cash provided by financing activities		272,033,556			39,076,500			5,683,441

Net increase in cash and cash equivalents, and restricted cash		21,368,512			9,552,725			1,389,386

Cash and cash equivalents and restricted cash at beginning of year		—			21,368,512			3,107,921

Cash and cash equivalents and restricted cash at end of year		21,368,512			30,921,237			4,497,307



Reconciliation in amounts on combined and consolidated balance sheets:
Cash and cash equivalents		21,368,512			9,713,466			1,412,765
Restricted cash		—			21,207,771			3,084,542

Total cash and cash equivalents and restricted cash		21,368,512			30,921,237			4,497,307



Supplemental disclosure of cash flow information:
Income taxes paid		14,212,917			9,922,022			1,443,098
Interest paid		1,573,958			—			—
Supplemental disclosures of non-cash investing and financing activities:
Liabilities assumed in the acquisition (Note 3)		—			5,092,958			740,740

The accompanying notes are an integral part of these combined and consolidated financial statements.

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Ruhnn Holding Limited

NOTES TO THE COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS

For the years ended March 31, 2017 and 2018

1. Organization and Principal Activities

Ruhnn Holding Limited (the "Company" or "Ruhnn Holding") was incorporated in the Cayman Islands on May 11, 2018. The Company, its subsidiaries, its consolidated variable interest entity ("VIE") and its VIE's subsidiaries (collectively referred to as the "Group") principally operates key opinion leader ("KOL") cultivation and incubation platforms and generates revenue mainly through online sales of consumer products to followers of the KOL through their various social networks. KOLs are individuals who have the power to engage and impact people within a specific community or field, such as fashion, culture, entertainment, gaming, etc. and have the ability to impact the purchasing decision of its followers.

The Company's significant subsidiaries, VIE and subsidiaries of the VIE are as follows:

	Date of establishment	Place of incorporation/ establishment

Subsidiary:
Hangzhou Yihan Information Technology Co., Ltd. ("WFOE")	September 17, 2018	PRC	100	%
VIE
Hangzhou Hanyi E-commerce Co. Ltd. ("Hanyi E-commerce")	March 24, 2016	PRC	100	%
Subsidiaries of VIE
Hangzhou Ruhan Supply-chain Management Co. Ltd ("Gonginglian")	April 25, 2016	PRC	100	%
Hangzhou Dayi E-commerce Co. Ltd ("Dayi")	April 27, 2016	PRC	51	%
Ruhnn (HongKong) Limited_	June 3, 2016	HONG KONG	100	%
Shanghai Yitong E-commerce Co. Ltd ("Yitong")	August 1, 2016	PRC	100	%
Ruhnn Culture Communication Co., Ltd. ("Culture")	April 25, 2016	PRC	100	%

History of the Group and Equity Restructuring

The Group's history began in March 2016 with the commencement of operations in Hangzhou Hanyi E-Commerce Co., Ltd ("Hanyi E-Commerce") and its subsidiaries. Hanyi E-Commerce was established by Hangzhou Ruhnn Holdings Co., Ltd ("Hangzhou Ruhnn") which was owned by three individuals ("Founding Shareholders") and several institutional investors.

Starting May 2018, the Founding Shareholders and all of the institutional investors undertook a series of equity transitions to re-domicile the Group's business from the People's Republic of China ("PRC") to the Cayman Islands ("Equity Restructuring"). The main purpose of the Equity Restructuring was to establish a Cayman holding company for its existing business in the PRC for the

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Ruhnn Holding Limited

NOTES TO THE COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the years ended March 31, 2017 and 2018

1. Organization and Principal Activities (Continued)

preparation of its overseas initial public offering ("IPO"). The Equity Restructuring was executed in the following steps:

1.: On May 11, 2018, Ruhnn Holding Limited ("Ruhnn Holding") was incorporated in the Cayman Islands as the listing vehicle for the Group's IPO. As of the incorporation date, the total authorized share capital was 100 ordinary shares with a par value of US$0.01 and the total issued and outstanding shares was 100.
2.: On October 4, 2018, the Founding Shareholders and the institutional investors subscribed for 319,406,660 shares of Ruhnn Holding for a subscription amount of RMB558,995,348. Upon the issuance of ordinary shares, the equity structure of the Company was substantially identical to that of Hangzhou Ruhnn.
3.: As part of the Equity Restructuring, in order to facilitate the payments of the subscription receivable of RMB558,995,348 to Ruhnn Holding as noted in step 2, Hangzhou Ruhnn agreed to return its capital to the institutional investors in the amount of their original investments in Hangzhou Ruhnn while these investors agreed to pay U.S. dollar equivalent of such amounts to Ruhnn Holding as subscription price for the ordinary shares issued to them. It is contemplated that Hanyi E-Commerce will repay in installments the amounts due to Hangzhou Ruhnn, Hangzhou Ruhnn will use these funds to return its capital to the investors and the investors will consequently pay the subscription price of shares to Ruhnn Holding. The amount Hanyi E-Commerce owes Hangzhou Ruhnn approximately equates to the amounts Hangzhou Ruhnn agrees to return to its investors for subscription in ordinary shares of Ruhnn Holding. The restructuring agreements require Hangzhou Ruhnn to complete the return of their original investment and the investors to pay the subscription price to Ruhnn Holding no later than three months after the completion of the IPO.
4.: On October 4, 2018, Hangzhou Ruhnn transferred 1% of its equity interest in Hanyi E-Commerce to one of the Founding Shareholders and the remaining 99% equity interest to Hangzhou Xinghui Corporate Management Consulting Co., Ltd., an entity that was wholly owned by the same Founding Shareholder for the purposes of creating new nominee shareholders for the variable interest entity ("VIE") arrangements. Ruhnn Holding is deemed a foreign legal person under PRC law and accordingly subsidiaries owned by Ruhnn Holding are not eligible to obtain necessary licenses and permits in the industries that are currently subject to foreign investment restrictions or prohibitions in the PRC. Due to these restrictions, Ruhnn Holding through its wholly owned subsidiary in the PRC, Hangzhou Yihan Information Technology Co., Ltd. ("WFOE") entered into a series of contractual arrangements, with Hanyi E-Commerce and its new nominee shareholders on October 4, 2018 to give Ruhnn Holding effective control over Hanyi E-Commerce and transfer all of the economic benefits to Ruhnn Holding. Pursuant to these VIE arrangements, Hanyi E-Commerce was established as a consolidated VIE of the Group.

Upon the completion of the Equity Restructuring, the shareholders' rights and obligations remained the same, and the Group recognized the net assets of Hanyi E-Commerce on a historical cost basis with no change in basis in the accompanying combined and consolidated financial statements. The Group's per share information including the basic and diluted loss per share have been presented

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Ruhnn Holding Limited

NOTES TO THE COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the years ended March 31, 2017 and 2018

1. Organization and Principal Activities (Continued)

retrospectively as of the beginning of the earliest period presented on the combined and consolidated financial statements.

2. Summary of Principal Accounting Policies

(a) Basis of Presentation

The accompanying combined and consolidated financial statements of the Group have been prepared in accordance with accounting principles generally accepted in the United States of America ("US GAAP").

The accompanying combined and consolidated financial statements have been prepared assuming that the Group will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The realization of assets and the satisfaction of liabilities in the normal course of business are dependent on, among other things, the Group's ability to generate cash flows from operations, and the Group's ability to arrange adequate financing arrangements, to support its working capital requirements. For the years ended March 31, 2017 and 2018, the Group had generated net loss of RMB40,137,374 and RMB89,954,109, respectively and negative cash flows from operations of RMB240,531,658 and RMB27,574,688, respectively. These factors raise substantial doubt about the Group's ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary if the Group is unable to continue as a going concern.

These factors are mitigated by the following plans and actions:

1.: As of March 31, 2018, the Group had advances payable to Hangzhou Ruhnn of RMB354,856,080, which are expected to be repaid to Hangzhou Ruhnn and returned as capital contribution to Ruhnn Holding as part of the Equity Restructuring, and therefore are not expected to result in a net use of cash, See Note 1.
2.: An unconditional line of credit of RMB50,000,000 was granted to the Group by a commercial bank in the PRC during July 2018.
3.: A letter of support of RMB50,000,000 in financing was committed by one of the investors of Hangzhou Ruhnn during October 2018.

Based on the above factors, management believes that adequate sources of liquidity exist to fund the Group's working capital and capital expenditures requirements, and to meet its other liabilities and commitments as they become due for at least twelve months from the issuance date of these financial statements.

(b) Principles of Consolidation

The financial statements presented herein represent the combined and consolidated financial statements of Ruhnn Holding Limited, Hanyi E-Commerce ("VIE") and its subsidiaries.

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Ruhnn Holding Limited

NOTES TO THE COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the years ended March 31, 2017 and 2018

2. Summary of Principal Accounting Policies (Continued)

content or online services. To provide the Group effective control over the VIE and receive substantially all of the economic benefits of the VIE, the Company's wholly owned subsidiary, WFOE entered into a series of contractual arrangements, described below, with the VIE and their respective shareholders on October 4, 2018 in connection with the Equity Restructuring disclosed in Note 1.

Agreements that provide the Company effective control over the VIE include:

Voting Rights Proxy Agreements & Irrevocable Power of Attorney

Pursuant to which each of the shareholders of VIE has executed voting rights proxy agreements, appointing the WFOE, or any person designated by the WFOE, as their attorney-in-fact to (i) call and attend shareholders' meetings of VIE and execute relevant shareholders' resolutions; (ii) exercise on their behalf all his rights as a shareholder of VIE, including those rights under PRC laws and regulations and the articles of association of VIE, such as voting, appointing, replacing or removing directors, (iii) submit all documents as required by governmental authorities on behalf of VIE, and (iv) assign the shareholding rights to VIE, including receiving dividends, disposing of equity interest and enjoying the rights and interests during and after liquidation.

Exclusive Call Option Agreements

Pursuant to which each the VIE shareholders unconditionally and irrevocably granted the WFOE or its designee exclusive options to purchase, to the extent permitted under PRC laws and regulations, all or part of the equity interests in the VIE. The WFOE has the sole discretion to decide when to exercise the options, and whether to exercise the options in part or in full. Without the WFOE's written consent, the VIE shareholders may not sell, transfer, pledge or otherwise dispose of or create any encumbrance on any of VIE's assets or equity interests.

Equity Pledge Agreements

The VIE shareholders agreed to pledge their equity interests in VIE to the WFOE to secure the performance of the VIE's obligations under the series of contractual agreements and any such agreements to be entered into in the future. Without prior written consent of the WFOE, the VIE's shareholders shall not transfer or dispose of the pledged equity interests or create or allow any encumbrance on the pledged equity interests. If any economic interests were received by means of their equity interests in the VIE, such interests belong to the WFOE.

Agreements that transfer economic benefits of VIE to the Group include:

Exclusive Business Cooperation Agreements

Under the exclusive services agreement, the Company and the WFOE have the exclusive right to provide comprehensive technical and business support services to the VIE. In exchange, the VIE pays annual service fees to the WFOE in the amount equivalent to all of their net income as confirmed by the WFOE. The WFOE has the right to adjust the service fee rates at its sole discretion. The agreement can be early terminated by the WFOE by giving a 30-day prior notice, but not by the VIE or VIE's shareholders.

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NOTES TO THE COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the years ended March 31, 2017 and 2018

2. Summary of Principal Accounting Policies (Continued)

Voting Rights Proxy Agreements & Irrevocable Powers of Attorney provide the Company effective control over the VIE and its subsidiaries, while the Equity Pledge Agreements secure the obligations of the shareholders of the VIE under the relevant agreements. Because the Company, through the WFOE, has (i) the power to direct the activities of the VIE that most significantly affect the entity's economic performance and (ii) the right to receive substantially all of the benefits from the VIE, the Company is deemed the primary beneficiary of the VIE. Accordingly, the Company has consolidated the VIE's financial results of operations, assets and liabilities in the Group's combined and consolidated financial statements. The aforementioned agreements are effective agreements between a parent and consolidated subsidiaries, neither of which is accounted for in the combined and consolidated financial statements or are ultimately eliminated upon consolidation (i.e. service fees under the Exclusive Business Cooperation Agreement).

The Group believes that the contractual arrangements with the VIE are in compliance with PRC law and are legally enforceable. However, uncertainties in the PRC legal system could limit the Group's ability to enforce the contractual arrangements. If the legal structure and contractual arrangements were found to be in violation of PRC laws and regulations, the PRC government could:

•: revoke the business and operating licenses of the Company's PRC subsidiaries and VIE;
•: discontinue or restrict the operations of any related-party transactions between the Company's PRC subsidiaries and VIE;
•: limit the Group's business expansion in China by way of entering into contractual arrangements;
•: impose fines or other requirements with which the Company's PRC subsidiaries and VIE may not be able to comply;
•: require the Company or the Company's PRC subsidiaries or VIE to restructure the relevant ownership structure or operations; or
•: restrict or prohibit the Company's use of the proceeds of the additional public offering to finance the Group's business and operations in China.

The following consolidated financial statement balances and amounts of the Company's VIE and its subsidiaries, were included in the accompanying combined and consolidated financial statements

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NOTES TO THE COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the years ended March 31, 2017 and 2018

2. Summary of Principal Accounting Policies (Continued)

after the elimination of intercompany balances and transactions among the Company, its subsidiaries, consolidated VIE and its subsidiaries.

	As of

	March 31, 2017		March 31, 2018
	RMB		RMB
ASSETS
Cash and cash equivalents		21,368,512		9,713,466
Restricted cash		—		21,207,771
Accounts receivable, net		219,244		6,239,617
Inventories		234,579,197		320,383,465
Advances to suppliers, net		40,977,476		24,694,549
Prepaid expense and other assets, net		31,237,821		30,295,221
Amounts due from related parties		4,649,205		295,000
Property and equipment, net		5,281,659		5,145,359
Intangible assets, net		—		3,740,000
Goodwill		—		1,002,000
Long-term investments		2,507,213		1,090,052
Other non-current assets		1,471,750		837,145

Total Assets		342,292,077		424,643,645



LIABILITIES
Accounts payable		68,696,866		72,889,659
Notes payable		—		47,105,605
Accrued salary and benefits		23,271,111		41,436,994
Accrued expenses and other current liabilities		6,942,093		13,877,331
Amounts due to related parties		285,569,687		374,558,131
Income tax payable		1,029,694		6,950,908
Long-term deposits		—		1,850,000

Total Liabilities		385,509,451		558,668,628

	For the year ended March 31,

	2017			2018
	RMB			RMB
Net revenue		577,902,804			947,580,431
Loss from operations		(21,825,771	)		(72,351,105	)
Net loss		(40,137,374	)		(89,954,109	)
Net cash used in operating activities		(240,531,658	)		(27,574,688	)
Net cash used in investing activities		(10,133,386	)		(1,949,087	)
Net cash provided by financing activities		272,033,556			39,076,500

The VIE and its subsidiaries contributed 100% and 100% of the Group's consolidated revenue for the year ended March 31, 2017 and 2018, respectively. As of March 31, 2018, the VIE and its

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NOTES TO THE COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the years ended March 31, 2017 and 2018

2. Summary of Principal Accounting Policies (Continued)

subsidiaries accounted for an aggregate of 100% of the consolidated total assets and 100% of the consolidated total liabilities.

There are no terms in any arrangements, considering both explicit arrangements and implicit variable interests that require the Company or its subsidiaries to provide financial support to the VIE. However, if the VIE were ever to need financial support, the Group may, at its option and subject to statutory limits and restrictions, provide financial support to its VIE through loans to the shareholders of the VIE.

The Group believes that there are no assets held in the VIE that can be used only to settle obligations of the VIE, except for registered capital and the PRC statutory reserves. As the VIE are incorporated as limited liability companies under the PRC Company Law, creditors of the VIE do not have recourse to the general credit of the Company for any of the liabilities of the VIE. Relevant PRC laws and regulations restrict the VIE from transferring a portion of their net assets, equivalent to the balance of its statutory reserve and its share capital, to the Company in the form of loans and advances or cash dividends.

(c) Use of Estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results may differ from these estimates. The Group bases its estimates on historical experience and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Significant accounting estimates reflected in the Group's financial statements include but are not limited to allowance for doubtful accounts, inventory write-down, assessment for useful life and impairment of long-lived assets, assessment of goodwill impairment, and valuation allowances of deferred tax assets. Actual results may differ materially from those estimates.

(d) Fair Value

Fair value is considered to be 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 considers assumptions that market participants would use when pricing the asset or liability.

Authoritative literature provides a fair value hierarchy, which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The level in the hierarchy within which the fair value measurement in its entirety falls is based upon the lowest level of input that is significant to the fair value measurement as follows:

•: Level 1—Inputs are based on unadjusted quoted prices that are available in active markets for identical assets or liabilities at measurement date.

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NOTES TO THE COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the years ended March 31, 2017 and 2018

2. Summary of Principal Accounting Policies (Continued)

•: Level 2—Significant inputs are based on quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and model-derived valuations in which significant inputs and significant value drivers are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities.
•: Level 3—Significant unobservable inputs that cannot be corroborated by observable market data and reflect management's estimates of assumptions that market participants would use to price an asset or liability.

The Group did not carry any assets or liabilities as of March 31, 2017 and 2018 respectively, which were measured at fair value on non-recurring basis.

(e) Financial Instruments

The Group's financial instruments consist of cash and cash equivalents, restricted cash, accounts receivable, amounts due from related parties, prepaid expenses and other current assets, accounts payable, amounts due to related parties, accrued expenses and other current liabilities. The carrying amounts of these financial instruments as of March 31, 2017 and 2018 were considered representative of their fair values due to their short-term nature.

(f) Convenience Translation

Our reporting currency is Renminbi because our business is conducted in China and our revenues are denominated in Renminbi. These financial statements 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 financial statement, 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 financial statement were made at a rate of RMB6.8755 to US$1.00, the exchange rate in effect on December 31, 2018. 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.

(g) Cash and Cash Equivalents and Restricted Cash

Cash and cash equivalents consist of cash on hand and demand deposits which are unrestricted as to withdrawal or use, and which have original maturities of three months or less when purchased.

The Group's restricted cash represents amounts held by banks, which are not available for the Group's general use, as security for bank acceptance bills. Upon the repayment of bank acceptance bills which generally occur within one year, the deposits will be released by the bank and will become available for general use by the Group.

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NOTES TO THE COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the years ended March 31, 2017 and 2018

2. Summary of Principal Accounting Policies (Continued)

(h) Accounts Receivable, net

Accounts receivable, net represents those receivables derived from the ordinary course of business and are recorded net of allowance for doubtful accounts. The Group maintains an allowance for doubtful accounts that reflect its best estimate of probable losses inherent in the accounts receivables. The Group also makes specific allowance if there is strong evidence indicating that the accounts receivable is likely to be unrecoverable. In determining collectability of the accounts receivables, the Group considers many factors, such as: creditworthiness of customers, aging of the receivables, payment history of customers, financial condition of the customers and market trends, and specific facts and circumstances. Accounts receivable balances are written off after all collection efforts have been exhausted.

(i) Property and Equipment, net

Property and equipment is recorded at cost less accumulated depreciation and impairment. Depreciation expense of long-lived assets is recorded as operating expenses. Depreciation is computed using the straight-line method over the following estimated useful lives by major asset category:


General equipment		3 - 5 years
Motor vehicles		4 years
Leasehold improvements		Lesser of lease term or estimated useful life of 5 years

(j) Inventories

(k) Intangible Assets, net

Intangible assets are recorded at cost and amortized on a straight-line basis over the estimated economic useful lives of 4 years. The intangible assets as of March 31, 2018 represents the accounts in public social network platforms such as WeChat.

(l) Impairment of Long-lived Assets

Long-lived assets are evaluated for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. Factors considered important that could result in an impairment review include, but are not limited to, significant under-performance relative to historical or planned operating results, significant changes in the manner of use or expected life of the assets or significant changes in our business strategies. An impairment analysis is performed at the lowest level of identifiable cash flows for an asset or asset group based on valuation techniques such as discounted cash flow analysis. An impairment charge is recognized when the estimated undiscounted cash flows expected to result from the use of the asset plus net proceeds expected from

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NOTES TO THE COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the years ended March 31, 2017 and 2018

2. Summary of Principal Accounting Policies (Continued)

the disposition of the asset, if any, are less than the carrying value of the asset net of other liabilities. The estimation of future cash flows requires significant management judgment and actual results may differ from estimated amounts. No impairment was recognized for the years ended March 31, 2017 and 2018.

(m) Revenue Recognition

The Group recognizes revenue primarily from online sales of consumer products to followers of KOLs across various e-commerce platforms. Consistent with the criteria of ASC 605, Revenue Recognition, the Group recognizes revenues when the following four revenue recognition criteria are met: (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred or services have been rendered, (iii) the selling price is fixed or determinable, and (iv) collectability is reasonably assured. The revenue is net of related business tax and surcharges.

Product Sales

The Group selects and purchases goods from its suppliers and sells goods directly to customers through its online stores on various e-commerce platforms. Revenue from product sales is recognized both on a gross and net basis depending on whether the Group is (i) the primary obligor and is responsible to the customers for the key aspects of the fulfillment of the transaction including presales and after-sales services; (ii) bears the physical and general inventory risk once the products are delivered to its warehouse by its suppliers; (iii) has discretion in establishing price; and (iv) has credit risk. Predominantly all product sales revenue are recognized on a gross basis. Revenue from product sales is recorded on the combined and consolidated statements of comprehensive loss as product sales.

A majority of the Group's customers make online payments through third-party payment platforms when they place orders on websites of the Group's online stores. Product sales, net of return allowances, value added tax and related surcharges, are recognized when the funds are released from the third-party payment platforms to the Group which is the earlier of when (1) customers manually confirm their receipt of the products on the e-commerce platform or (2) ten days after delivery. The Group offers its online customers an unconditional right of return for a period of seven days upon receipt of products. Return allowances, which reduce revenue, are estimated based on historical data and industry practice the Group has maintained and its analysis of returns by categories of products, and is subject to adjustments to the extent that actual returns differ or are expected to differ.

Shipping and handling fees are included in net revenues. The Group typically does not charge shipping and handling fees for orders exceeding a certain sale amount. Shipping and handling revenue has not been material for the periods presented.

Services

The Group serves as a platform in providing KOLs to brands, online retailers and other merchants for promotion of their products or services either on the KOLs' social media platforms or offline channels. Such services primarily includes (1) advertising services through the KOLs' social media spaces that direct followers to the online stores owned and operated by third party online retailers; and (2) sales services of KOLs to promote the merchant's products or services through the merchant's

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NOTES TO THE COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the years ended March 31, 2017 and 2018

2. Summary of Principal Accounting Policies (Continued)

various commerce channels across a period of time. Fees from advertising services are fixed and pre-determined and fees from sales services are based on net revenue generated from third-party online stores. The Group recognizes advertising services upon the completion of the performance of services or over the period during which the services are being performed. The Group recognizes sales services over the period during which the services are being provided.

(n) Cost of revenues

Cost of revenues includes the cost of products sold and cost of services performed.

Cost of products sold mainly consist of the purchase price of products, inventory write-downs as well as KOL service fees. Purchase price of products amounted to RMB282,353,842 and RMB479,654,317 for the years ended March 31, 2017 and 2018, respectively. Inventory write-downs amounted to RMB25,501,836 and RMB42,058,235 for the years ended March 31, 2017 and 2018, respectively. KOL service fees included in cost of products sold amounted to RMB54,753,540 and RMB103,550,870 for the years ended March 31, 2017 and 2018, respectively. KOL service fees are calculated based on a percentage of the product selling price and recorded as cost at the same time when revenue is recognized. Cost of products sold do not include other direct costs related to cost of product sales such as shipping and handling expense, payroll and benefits of logistic staff or logistic center and rental expenses, etc. Therefore the Group's cost of revenues may not be comparable to other companies which include such expenses in their cost of revenues.

Cost of services performed mainly consists of KOL service fees incurred for providing sales and advertising services to third party customers.

(o) Fulfillment

Fulfillment costs represent packaging material costs and those costs incurred in outbound shipping, operating and staffing the Group's fulfillment and customer service centers, including costs attributable to buying, receiving, inspecting and warehousing inventories; picking, packaging and preparing customer orders for shipment. Fulfillment costs also contain third party transaction fees, such as credit card processing and debit card processing fees. Shipping cost included in fulfillment costs amounted to RMB19,393,730 and RMB25,891,280 for the years ended March 31, 2017 and 2018, respectively.

(p) General and Administrative Expenses

General and administrative expenses primarily consist of (i) salary and benefits expenses incurred in the general and administrative operations, and (ii) general expenses and depreciation expenses associated with the general and administrative activities.

(q) Sales and Marketing Expenses

Sales and marketing expenses primarily consist of advertising expenses paid to third parties, salaries and benefits of sales and marketing personnel and logistics expense, etc.

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Ruhnn Holding Limited

NOTES TO THE COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the years ended March 31, 2017 and 2018

2. Summary of principal accounting policies (Continued)

Advertising and promotion costs in connection with the fees of marketing and promotion services the Group paid to third party venders for advertising and promotion on various online and offline channels. Such costs were included as sales and marketing in the combined and consolidated statements of comprehensive loss and totaled RMB69,258,528 and RMB93,044,137 for the years ended March 31 2017 and 2018, respectively.

(r) Income Taxes

Current income taxes are provided on the basis of net income 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. The Group follows the asset and liability method of accounting for income taxes.

The actual benefits that are ultimately realized may differ from estimates. As each audit is concluded, adjustments, if any, are recorded in the financial statements in the period in which the audit is concluded. Additionally, in future periods, changes in facts, circumstances and new information may require the Group to adjust the recognition and measurement estimates with regard to individual tax positions. Changes in recognition and measurement estimates are recognized in the period in which the changes occur. As of March 31, 2017 and 2018, the Group did not have any significant unrecognized uncertain tax positions.

(s) Net Loss Per Share

Basic and diluted net loss per share is computed by dividing loss attributable to holders of ordinary shares by the weighted average number of the ordinary shares outstanding during the period. During the two years ended March 31, 2017 and 2018, given that the Company has no potentially dilutive ordinary shares, the basic and diluted EPS are the same for the years presented.

(t) Concentration and Risks

Financial instruments that potentially expose the Group to concentrations of credit risk consist primarily of cash and cash equivalents, restricted cash and accounts receivable. The Group places its cash and cash equivalents and restricted cash with financial institutions with high credit ratings and quality, and believes that no significant credit exists. Accounts receivable are typically unsecured and are derived from revenues earned from customers in the PRC. The risk with respect to accounts

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NOTES TO THE COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the years ended March 31, 2017 and 2018

2. Summary of principal accounting policies (Continued)

receivable is mitigated by credit evaluations the Group performs on its customers and its ongoing monitoring process of outstanding balances.

There are no customers individually representing 10% or more of net revenues for the years ended March 31, 2017 and 2018.

The following customers accounted for 10% or more of balances of accounts receivable as of March 31, 2017 and 2018:

	As of March 31,

	2017		2018
	RMB		RMB
A		225,000		—
B		—		1,623,343
C		—		800,000
D		—		728,778

(u) Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (the "FASB") issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) which supersedes the revenue recognition requirements in Accounting Standards Codification ("ASC") Topic 605, Revenue Recognition. The standard provides companies with a single model for use in accounting for revenue arising from contracts with customers and supersedes current revenue recognition guidance, including industry-specific revenue guidance. The core principle of the model is to recognize revenue when control of the goods or services transfers to the customer. The new disclosure requirements will provide information about the nature, amount, timing and uncertainty of revenue and cash flows from revenue contracts with customers. The guidance is effective for annual and interim reporting periods beginning after December 15, 2017.

The new revenue standards may be applied retrospectively to each prior period presented (full retrospective method) or retrospectively with the cumulative effect recognized as of the date of initial application (the modified retrospective method). The Group as an emerging growth company ("EGC") has elected to adopt the new revenue standard as of the effective date applicable to nonissuers and will implement the new revenue standard on April 1, 2019 using the modified retrospective method. The Group is in the process of evaluating the impact of the adoption of this standard on its combined and consolidated financial statements and currently does not expect the adoption will have significant effects on the Group's revenue recognition practices, financial positions, results of operations or cash flows. The new standard will require the Group to provide more robust disclosures than required by previous guidance, including disclosures related to disaggregation of revenue into appropriate categories, performance obligations, and the judgments made in revenue recognition determinations.

In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements—Going Concern, which requires management of public and private companies to evaluate whether there is substantial doubt about the entity's ability to continue as a going concern within one year after the date that the financial statements are issued. Management's evaluation should be based on relevant

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NOTES TO THE COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the years ended March 31, 2017 and 2018

2. Summary of principal accounting policies (Continued)

conditions and events that are known and reasonably knowable at the date that the financial statements are issued. The new standard is effective for annual periods ending after December 15, 2016, and for annual periods and interim periods thereafter. The Group has adopted ASU 2014-15, and concluded that although there were substantial doubt about its ability to continue as a going concern, these conditions or events that raised substantial doubt were alleviated as a result of management's plans which have been disclosed in Note 2.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), to increase transparency and comparability among organizations by recognizing a right-of-use asset and a lease liability for all leases with terms longer than 12 months. Leases will be classified as either operating or financing. The definition of a lease has been revised in regards to when an arrangement conveys the right to control the use of the identified asset under the arrangement which may result in changes to the classification of an arrangement as a lease. The ASU expands the disclosure requirements of lease arrangements. The Group as an EGC has elected to adopt the new leasing standard as of the effective date applicable to nonissuers and will implement the new leasing standard on after December 15, 2019 either by applying retrospectively to each prior period presented (full retrospective method) or adoption using a modified retrospective approach. The modified retrospective approach would not require any transition accounting for leases that expired before the earliest comparative period presented. The Group is in the process of evaluating the impact on its combined and consolidated financial statements, as well as the impact of adoption on policies, practices, systems and financial statement disclosures. As of March 31, 2018, the Group has RMB23,884,813 of future minimum operating lease commitments that are not currently recognized on its combined and consolidated balance sheets (see note 15).

In June 2016, the FASB issued ASU 2016-13, Credit Losses, Measurement of Credit Losses on Financial Instruments. This ASU provides more useful information about expected credit losses to financial statement users and changes how entities will measure credit losses on financial instruments and timing of when such losses should be recognized. This ASU is effective for annual and interim periods beginning after December 15, 2019. Early adoption is permitted for all entities for annual periods beginning after December 15, 2018, and interim periods therein. The updates should be applied through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective (that is, a modified-retrospective approach). The Group is in the process of evaluating the impact on its combined and consolidated financial statements upon adoption.

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230), which amends the guidance on the classification of certain cash receipts and payments in the statement of cash flows. This ASU requires that 1) debt extinguishment costs be classified as cash outflows for financing activities and provides additional classification guidance for the statement of cash flows, 2) the classification of cash receipts and payments that have aspects of more than one class of cash flows to be applied under generally accepted accounting principles, and 3) each separately identifiable source or use within the cash receipts and payments be classified based on their nature in financing, investing or operating activities. This ASU is effective for annual and interim reporting periods beginning after December 15, 2017 and is applied retrospectively. Early adoption is permitted including adoption in an interim period. The Group will adopt this ASU on its effective date and does not expect any impact on its combined and consolidated financial statements upon adoption.

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Ruhnn Holding Limited

NOTES TO THE COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the years ended March 31, 2017 and 2018

2. Summary of principal accounting policies (Continued)

In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows, Restricted Cash, The ASU requires that a statement of cash flows explain the change during the period in the total of Cash and cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. As a result, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The update is effective for public companies for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted. The updates should be applied using a retrospective transition method to each period presented. The Company adopted ASU 2016-15 as of March 31, 2018, and although it changed the historical presentation on the combined and consolidated statements of cash flows, it did not have any other material impact on the Group's combined and consolidated financial statements.

In January 2017, FASB issued ASU 2017-01, "Business Combinations (Topic 805): Clarifying the Definition of a Business". The update affects all companies and other reporting organizations that must determine whether they have acquired or sold a business. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. The update is intended to help companies and other organizations evaluate whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The update provides a more robust framework to use in determining when a set of assets and activities is a business, and also provides more consistency in applying the guidance, reduce the costs of application, and make the definition of a business more operable. For public companies, the update is effective for annual periods beginning after December 15, 2017, including interim periods within those periods. The guidance should be applied prospectively upon its effective date. The effect of ASU 2017-01 on the combined and consolidated financial statements will be dependent on any future acquisitions.

3. Business Combination

In December 2017, the Group acquired 100% equity interest of Weimai Culture Co., Ltd. ("Weimai") for a cash consideration of RMB6,000. Weimai primarily operates official accounts on WeChat, a widely used social medial platform in China, which are being used by the Group in promoting the KOLs.

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NOTES TO THE COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the years ended March 31, 2017 and 2018

3. Business Combination (Continued)

The transaction was accounted as business combination with the purchase price allocated as follows:

	Allocated value

	RMB
Assets acquired:
Cash		55,324
Prepaid expenses and other current assets		283,977
Intangibles—Accounts in social network platforms		4,080,000
Goodwill		1,002,000

Total assets acquired		5,421,301
Liabilities assumed:
Accounts payable		(704	)
Accrued expenses and other current liabilities		(344,597	)
Notes payable		(5,070,000	)

Total liabilities assumed		(5,415,301	)

Total net assets acquired		6,000

The Group engaged a third party valuation firm to assist with the valuation of assets acquired and liabilities assumed in this business combination. The excess of the total cash consideration over the fair value of the assets acquired was recorded as goodwill which is not amortized and not tax deductible. The acquisition was not material to the combined and consolidated financial statements for the year ended March 31, 2018, as such proforma results of operations are not presented. Goodwill resulted from this acquisition was assigned to the whole group.

4. Accounts Receivable, net

Accounts receivable, net, consists of the following:

	As of March 31,

	2017			2018
	RMB			RMB
Accounts receivable, gross		230,774			6,533,859
Allowance for doubtful accounts:
Balance at beginning of the year		—			(11,530	)
Additions		(11,530	)		(282,712	)
Balance at end of the year		(11,530	)		(294,242	)

Accounts receivable, net		219,244			6,239,617

The Group only offers credit terms to certain corporate customers for KOL sales and advertising services based on a number of factors to determine their creditworthiness.

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Ruhnn Holding Limited

NOTES TO THE COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the years ended March 31, 2017 and 2018

5. Advances to Suppliers, net

	As of March 31,

	2017		2018
	RMB		RMB
Advances to suppliers, gross		40,977,476		51,011,558
Allowance for doubtful accounts:
Balance at beginning of the year		—		—
Additions ⁽¹⁾		—		(26,317,009	)
Balance at end of the year		—		(26,317,009	)

Advances to suppliers, net		40,977,476		24,694,549

(1): The Group is in dispute with one of its suppliers in 2018. Based on an assessment of the recoverability, the Group provided full provision against the advances paid to the supplier.

6. Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the followings:

	As of March 31,

	2017		2018
	RMB		RMB
Value added tax ("VAT") recoverable		20,567,841		16,915,400
Prepaid expenses		3,341,297		3,824,722
Loan advances to employees		3,829,807		3,923,713
Receivable from KOLs		2,875,983		3,166,804
Others		622,893		2,464,582

Total		31,237,821		30,295,221

Receivable from KOLs represents customer payments initially kept in the online payment accounts under KOLs' names, which will subsequently be transferred to the Group's bank accounts within a short period of time.

7. Inventories

Inventories, consisted of the followings:

	As of March 31,

	2017		2018
	RMB		RMB
Products		177,869,854		265,771,215
Raw materials		56,709,343		54,612,250

Inventories		234,579,197		320,383,465

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Ruhnn Holding Limited

NOTES TO THE COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the years ended March 31, 2017 and 2018

7. Inventories (Continued)

The Group purchases raw materials such as fabric and buttons from various suppliers and outsources them to third party manufacturing companies for production and processing. Inventories write-downs are recorded in cost of sales in the combined and consolidated statements of comprehensive loss, which were RMB25,501,836 and RMB42,058,235 for the years ended March 31, 2017 and 2018, respectively.

8. Property and Equipment, net

Property and equipment, net, consisted of the followings:

	As of March 31,

	2017			2018
	RMB			RMB
General equipment		3,713,853			5,250,429
Motor vehicle		906,603			1,178,438
Leasehold improvements		1,412,930			1,412,930

Total		6,033,386			7,841,797
Less: Accumulated depreciation		(751,727	)		(2,696,438	)

Property and equipment, net		5,281,659			5,145,359

For the years ended March 31, 2017 and 2018, depreciation expenses were RMB751,727 and RMB1,944,711, respectively.

9. Long-term Investments

In December 2016, the Group entered into an agreement to establish an e-commerce company, Damei Fashion (Shanghai) Culture Media Co., Ltd. ("Damei Fashion") with Shanghai Kuailexun Advertising Promulgation Company Limited ("KLX") and an individual shareholder with an initial investment of RMB4,100,000. The Group holds 41% equity interest shares while KLX and the individual shareholder holds the rest 49% and 10% shares, respectively. The Group accounted for the investment in Damei Fashion under the equity method as the Group has the ability to exert significant influence. The Group recognized RMB1,592,787 and RMB1,530,228 in its share of loss from equity method investments in the combined and consolidated statements of comprehensive loss for the years ended March 31, 2017 and 2018, respectively.

In January 2018, the Group established Hangzhou Zhiyi Technology Co., Ltd. ("ZHIYI") together with two individual shareholders. ZHIYI is a technological company which the Group contributed RMB190,000 and own equity interest of 19%. The Group accounted for the investment in ZHIYI under the equity method as the Group has the ability to exert significant influence. The Group recognized loss of RMB76,933 in its share of loss from equity method investments in the combined and consolidated statement of comprehensive loss for the year ended March 31, 2018.

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Ruhnn Holding Limited

NOTES TO THE COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the years ended March 31, 2017 and 2018

10. Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consist of the following:

	As of March 31,

	2017		2018
	RMB		RMB
Value added tax ("VAT") payable		5,069,875		8,308,980
Advances from customers		777,319		3,681,020
Other payables		812,045		1,224,211
Other tax payables		282,854		663,120

Total		6,942,093		13,877,331

11. Income Tax

For the years ended March 31, 2017 and 2018, income tax expense were RMB15,242,611 and RMB15,843,236, respectively.

Under the Law of the People's Republic of China on Enterprise Income Tax ("EIT Law"), the Group's subsidiaries and VIE in the PRC are subject to statutory rate of 25%.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The Group has no deferred tax liabilities. The Group's deferred tax assets were as follows:

	As of March 31,

	2017			2018
	RMB			RMB
Deferred tax assets:
Net operating loss carry-forward		11,016,552			22,362,012
Write-off of inventory		6,375,459			16,479,704
Provision for allowance of doubtful accounts		2,883			4,973,336
Advertising fees		1,984,867			4,731,516
Others		91,186			—

Total deferred tax assets		19,470,947			48,546,568
Valuation allowance on deferred tax assets		(19,470,947	)		(48,546,568	)

Net deferred tax assets		—			—

As of March 31, 2018, tax loss carry forwards amounted to RMB89,448,048 of which nil, nil, nil, RMB44,066,210 and RMB45,381,838 will expire in 2019, 2020, 2021, 2022 and 2023, respectively. The Group operates its business through its subsidiaries and VIE. The Group does not file consolidated tax returns, therefore, losses from individual subsidiaries/VIE may not be used to offset other subsidiaries'/VIE's earnings within the Group.

The Group considers positive and negative evidence to determine whether some portion or all of the deferred tax assets will be more likely than not realized. This assessment considers, among other matters, the nature, frequency and severity of recent losses and forecasts of future profitability. These

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Ruhnn Holding Limited

NOTES TO THE COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the years ended March 31, 2017 and 2018

11. Income Tax (Continued)

assumptions require significant judgment and the forecasts of future taxable income are consistent with the plans and estimates the Group is using to manage the underlying businesses. Valuation allowances are established for deferred tax assets based on a more likely than not threshold. The Group's ability to realize deferred tax assets depends on its ability to generate sufficient taxable income within the carry forward periods provided for in the tax law. The Group has provided full valuation allowance for the deferred tax assets as of March 31, 2017 and 2018, as management is not able to conclude that the future realization of those net operating loss carry forwards and other deferred tax assets are more likely than not.

Movement of the valuation allowance is as follows:



Balance as of March 31, 2016	—
Addition	(19,470,947	)
Balance as of March 31, 2017	(19,470,947	)

Addition	(29,075,621	)

Balance as of March 31, 2018	(48,546,568	)

Aggregate accumulated deficit of the Company's VIE/subsidiaries located in the PRC was approximately RMB60,423,016 and RMB181,186,071 as of March 31, 2017 and 2018, respectively.

Reconciliations of the differences between PRC statutory income tax rate and the Group's effective income tax rate for the years ended March 31, 2017 and March 31, 2018 are as follows:

	For the years ended March 31,

	2017			2018
Statutory income tax rate		25	%		25	%
Expenses not deductible for tax purposes		(6	)%		(5	)%
Valuation allowance		(83	)%		(40	)%
Others		(1	)%		(2	)%

Effective tax rate		(65	)%		(22	)%

F-26

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Ruhnn Holding Limited

NOTES TO THE COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the years ended March 31, 2017 and 2018

12. Net Loss per Share

Net loss per share was computed by dividing net loss attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding for the years ended March 31, 2017 and 2018:

	For the years ended March 31,

	2017		2018
Numerator:
Net loss attributable to Ruhnn Holding Limited—basic and diluted		55,383,671		104,005,422
Net loss per ordinary shareholders		0.17		0.33
Shares (Denominator):
Weighted average number of ordinary shares outstanding—basic and diluted		319,406,760		319,406,760
Net loss per share—basic and diluted		0.17		0.33

13. Non-controlling Interest

A non-controlling interest in a subsidiary of the Group represents the portion of the equity (net assets) in the subsidiary not directly or indirectly attributable to the Group. Non-controlling interests are presented as a separate component of equity in the combined and consolidated balance sheet and earnings and other comprehensive income are attributed to controlling and non-controlling interests.

Below are changes in the Group's ownership interest in its subsidiary on the Group's equity.

	As of March 31,

	2017			2018
	RMB			RMB
Net loss attributable to Ruhnn shareholders		(55,383,671	)		(104,005,422	)
Transfers from the non-controlling interest
Increase in Ruhnn's paid-in-capital for purchase shares of Yitong		—			(3,019,412	)
Increase in Ruhnn's paid-in-capital for purchase shares of Hanli		—			(93,688	)

Net transfers from non-controlling interest		—			(3,113,100	)
Change from net income attributable to Ruhnn and transfers from non-controlling interest		(55,383,671	)		(107,118,522	)

During the year ended March 31, 2018, the Group acquired equity interests of Yitong and Hanli from non-controlling interest shareholders. The acquisition effectively reversed out the negative carrying amount of the non-controlling interests in Yitong and Hanli. As a result, paid-in capital increased and the value of non-controlling interest decreased.

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Ruhnn Holding Limited

NOTES TO THE COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the years ended March 31, 2017 and 2018

14. Related Party Transactions

The table below sets forth major related parties and their relationships with the Group:

Company Name		Relationship with the Group

Hangzhou Ruhnn		Parent Company prior to Equity Restructuring
Dayi (Shanghai) Film Culture Studio ("Dayi Studio")		Controlled and owned by Zhang Yi

The Group entered into the following transactions with its related parties:

During the years ended March 31, 2017 and 2018, the Group engaged KOL services from Dayi Studio with service fee charges of RMB5,520,795 and RMB42,111,445, respectively.

As of March 31, 2017 and 2018, details of amounts due from/to related parties are as follows:

		As of March 31,

		2017		2018
		RMB		RMB
Amount due from	Hangzhou Ruhnn ⁽²⁾		170,000		295,000
	Dayi Studio ⁽²⁾		4,479,205		—



Amount due to	Hangzhou Ruhnn ⁽¹⁾		285,569,687		354,856,080
	Dayi Studio		—		19,702,051

(1): Includes loan payable of RMB275,113,556 and RMB320,113,556 as of March 31, 2017 and 2018, respectively. The loan bears an interest rate of 1.5% per annum and could be settled on demand before December 31, 2016. Interest due under this related party loan was waived by Hangzhou Ruhnn starting from January 1, 2017. Thus, interest expense to Hangzhou Ruhnn were RMB 1,164,103 and nil for the years ended March 31, 2017 and 2018, respectively.
(2): Represents payments in advance to suppliers for provision of services.

15. Commitments and Contingencies

Lease Obligations

The Group leases certain office and warehouse premises under operating leases. The term of each lease agreement varies and may contain renewal options. Rental payments under operating leases are charged to operating expenses on a straight-line basis over the period of the lease based on contract terms. Rental expenses under operating leases for the years ended March 31, 2017 and 2018 were RMB7,722,836 and RMB12,475,887, respectively.

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Ruhnn Holding Limited

NOTES TO THE COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the years ended March 31, 2017 and 2018

15. Commitments and Contingencies (Continued)

Future lease payments under operating leases as of March 31, 2018 were as follows:

	Year ended March 31,

	RMB
2019		11,921,247
2020		8,784,593
2021		3,178,973
2022		—
2023 and after		—

Total		23,884,813

The Group did not have other significant capital commitments or significant guarantees as of March 31, 2017 and 2018, respectively.

Contingencies

The Group is subject to periodic legal and administrative proceedings in the ordinary course of business. The Group does not have any pending legal or administrative proceeding to which the Group is party that will have a material effect on its business or financial condition.

16. Segment Information

The Group has only one reportable segment since the Group does not distinguish revenues, costs and expenses between segments in its internal reporting, and reports costs and expenses by its nature as a whole.

The Group's chief operating decision maker, who has been identified as the Chief Executive Officer, reviews the consolidated results when making decisions about allocating resources and assessing performance of the Group as a whole. The Group does not distinguish among markets or segments for the purpose of internal reports.

Other segment information

Product sales relate to sales of apparel, cosmetics and other products.

	Year ended March 31,

	2017		2018
	RMB		RMB
Apparel		466,425,014		727,053,130
Cosmetics		53,307,542		111,814,250
Other product sales		52,712,692		73,644,957

Total product sales		572,445,248		912,512,337
Service revenue		5,457,556		35,068,094



Total net revenues		577,902,804		947,580,431

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Ruhnn Holding Limited

NOTES TO THE COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the years ended March 31, 2017 and 2018

16. Segment Information (Continued)

The Group mainly operates in the PRC and most of the Group's long-lived assets are located in the PRC. Most of the Group's revenues are derived from the PRC.

17. Mainland China 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, unemployment insurance, employee housing fund and other welfare benefits are provided to employees. The PRC labor regulations require the Group to accrue for these benefits based on certain percentages of the employees' salaries. The total contributions for such employee benefits were RMB23,271,111 and RMB41,436,994 for the years ended March 31, 2017 and 2018, respectively.

18. Subsequent Events

On June 28, 2018, the Group declared dividend distribution plan of Dayi. According to the distribution plan, RMB30,000,000 will be distributed to the shareholders of Dayi among which RMB14,700,000 will be distributed to non-controlling interest holder of Dayi.

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RUHNN HOLDING LIMITED

UNAUDITED CONDENSED COMBINED AND CONSOLIDATED BALANCE SHEETS

	As of

	March 31, 2018			December 31, 2018			December 31, 2018
	RMB			RMB			US$ (Note 2(d))
ASSETS
Current assets:
Cash and cash equivalents		9,713,466			156,517,531			22,764,531
Restricted cash		21,207,771			14,866,151			2,162,192
Accounts receivable, net of allowance for doubtful accounts of RMB294,242 and RMB754,508 as of March 31, 2018 and December 31, 2018, respectively		6,239,617			18,464,551			2,685,558
Inventories		320,383,465			289,716,705			42,137,547
Advances to suppliers, net of allowance for doubtful accounts of RMB26,317,009 and nil as of March 31, 2018 and December 31, 2018, respectively		24,694,549			40,462,368			5,885,007
Prepaid expenses and other current assets		30,295,221			31,558,854			4,590,045
Amounts due from related parties		295,000			872,600			126,914

Total current assets		412,829,089			552,458,760			80,351,794
Property and equipment, net		5,145,359			131,227,018			19,086,178
Intangible assets, net		3,740,000			3,192,347			464,308
Goodwill		1,002,000			1,002,000			145,735
Long-term investments		1,090,052			162,755			23,673
Other non-current assets		837,145			1,381,569			200,941

TOTAL ASSETS		424,643,645			689,424,449			100,272,629



LIABILITIES AND SHAREHOLERS' DEFICIT
Current liabilities :
Accounts payable		72,889,659			150,529,496			21,893,607
Notes payable		47,105,605			29,620,215			4,308,082
Accrued salary and benefits		41,436,994			56,313,363			8,190,439
Accrued expenses and other current liabilities		13,877,331			28,651,272			4,167,155
Amounts due to related parties		374,558,131			575,125,369			83,648,516
Dividends payable		—			115,043			16,732
Income tax payable		6,950,908			6,115,350			889,441

Total current liabilities		556,818,628			846,470,108			123,113,972
Non-current liabilities :
Long-term deposits		1,850,000			1,400,000			203,622

Total liabilities		558,668,628			847,870,108			123,317,594

Commitments and contingencies (Note 13)
Shareholders' deficit:
Ordinary shares (US$0.000000001 par value; 1,000,000,000 shares authorized, nil and 319,406,760 shares issued and outstanding as of March 31, 2018 and December 31, 2018, respectively)		—			6			1
Additional paid in capital		6,886,900			616,115,495			89,610,282
Subscription receivable		—			(558,995,348	)		(81,302,501	)
Accumulated deficit		(159,389,093	)		(204,539,467	)		(29,749,032	)

Total Ruhnn Holding Limited shareholders' deficit		(152,502,193	)		(147,419,314	)		(21,441,250	)
Non-controlling interest		18,477,210			(11,026,345	)		(1,603,715	)

Total shareholders' deficit		(134,024,983	)		(158,445,659	)		(23,044,965	)

TOTAL LIABILITIES AND SHAREHOLDER'S DEFICIT		424,643,645			689,424,449			100,272,629

The accompanying notes are an integral part of these unaudited condensed combined and
consolidated financial statements.

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RUHNN HOLDING LIMITED

UNAUDITED CONDENSED COMBINED AND CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

	For the Nine Months Ended December 31

	2017			2018
	RMB			RMB			US$ (Note 2(d))
Net revenues
Product sales		728,126,503			755,861,925			109,935,557
Services		22,960,014			100,319,073			14,590,804

Total net revenues		751,086,517			856,180,998			124,526,361
Cost of revenues
Cost of product sales		(478,070,927	)		(523,433,387	)		(76,130,229	)
Cost of services		(11,548,121	)		(46,449,448	)		(6,755,792	)

Total cost of revenue		(489,619,048	)		(569,882,835	)		(82,886,021	)

Gross profit		261,467,469			286,298,163			41,640,340
Operating expenses:
Fulfillment		(71,425,996	)		(99,516,672	)		(14,474,100	)
Sales and marketing		(112,068,073	)		(158,393,143	)		(23,037,327	)
General and administrative		(91,565,987	)		(76,377,273	)		(11,108,613	)
Other operating income, net		1,064,876			529,621			77,030

Loss from operations		(12,527,711	)		(47,459,304	)		(6,902,670	)
Interest income		55,251			398,002			57,887
Interest expense		—			(107,499	)		(15,635	)
Foreign exchange gain (loss)		(142,991	)		71,448			10,392

Loss before income taxes		(12,615,451	)		(47,097,353	)		(6,850,026	)
Income tax expense		(12,462,483	)		(9,479,279	)		(1,378,704	)
Share of loss in equity method investments		(1,054,840	)		(927,297	)		(134,870	)

Net loss		(26,132,774	)		(57,503,929	)		(8,363,600	)
Less: net loss (income) attributable to non-controlling interest		(15,045,791	)		12,353,555			1,796,750

Net loss attributable to Ruhnn Holding Limited .		(41,178,565	)		(45,150,374	)		(6,566,850	)



Net loss per ordinary share:
Basic and diluted		(0.13	)		(0.14	)		(0.02	)
Weighted average shares used in calculating net loss per ordinary share:
Basic and diluted		319,406,760			319,406,760			319,406,760
Net loss		(26,132,774	)		(57,503,929	)		(8,363,600	)
Other comprehensive loss:
Foreign currency translation adjustments		—			—			—

Comprehensive loss		(26,132,774	)		(57,503,929	)		(8,363,600	)

The accompanying notes are an integral part of these unaudited condensed combined and
consolidated financial statements.

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RUHNN HOLDING LIMITED

UNAUDITED CONDENSED COMBINED AND CONSOLIDATED STATEMENTS OF SHAREHOLDERS' DEFICIT

	Ordinary shares				Additional paid in capital			Accumulated deficit			Total Ruhnn Holding Limited shareholders' deficit			Non- controlling interest		Total shareholders' deficit

	Number of shares		RMB		RMB			RMB			RMB			RMB		RMB
Balance at April 1, 2017		—		—		10,000,000			(55,383,671	)		(45,383,671	)		2,166,297		(43,217,374	)
Net income (loss)		—		—		—			(41,178,565	)		(41,178,565	)		15,045,791		(26,132,774	)
Capital contribution from non-controlling interest holders		—		—		—			—			—			490,000		490,000
Acquisition of non-controlling interest of the Group's subsidiaries		—		—		(3,113,100	)		—			(3,113,100	)		1,769,600		(1,343,500	)

Balance at December 31, 2017		—		—		6,886,900			(96,562,236	)		(89,675,336	)		19,471,688		(70,203,648	)

	Ordinary shares				Additional paid in capital		Subscription receivable			Accumulated deficit			Total Ruhnn Holding Limited shareholders' deficit			Non- controlling interest			Total shareholders' deficit

	Number of shares		RMB		RMB		RMB			RMB			RMB			RMB			RMB
Balance at April 1, 2018		—		—		6,886,900		—			(159,389,093	)		(152,502,193	)		18,477,210			(134,024,983	)
Issuance of ordinary shares in connection with Equity Restructuring		319,406,760		6		558,995,348		(558,995,348	)		—			6			—			6
Capital contribution from Hangzhou Ruhnn (Note 12)		—		—		50,233,247		—			—			50,233,247			—			50,233,247
Net loss		—		—		—		—			(45,150,374	)		(45,150,374	)		(12,353,555	)		(57,503,929	)
Dividend distributed to non-controlling interest holders		—		—		—		—			—			—			(17,150,000	)		(17,150,000	)

Balance at December 31, 2018		319,406,760		6		616,115,495		(558,995,348	)		(204,539,467	)		(147,419,314	)		(11,026,345	)		(158,445,659	)



Balance at December 31, 2018 in US$ (Note (2(d))		319,406,760		1		89,610,282		(81,302,501	)		(29,749,032	)		(21,441,250	)		(1,603,715	)		(23,044,965	)

The accompanying notes are an integral part of these unaudited condensed combined and
consolidated financial statements.

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RUHNN HOLDING LIMITED

UNAUDITED CONDENSED COMBINED AND CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the Nine Months Ended December 31

	2017			2018
	RMB			RMB			US$ (Note 2(d))
Cash flows from operating activities:
Net loss		(26,132,774	)		(57,503,929	)		(8,363,600	)
Adjustments to reconcile net loss to net cash generated from operating activities:
Depreciation and amortization		1,388,776			2,631,400			382,721
Provision (reversal) for allowance for doubtful accounts		19,249,953			(3,168,483	)		(460,837	)
Inventory write-down		28,147,487			37,670,098			5,478,889
Loss on disposal of property and equipment		—			562,642			81,833
Share of loss in equity method investments		1,054,840			927,297			134,870
Changes in assets and liabilities:
Accounts receivable		(3,670,862	)		(12,685,200	)		(1,844,986	)
Amounts due from related parties		4,469,205			(577,600	)		(84,008	)
Inventories		(161,914,896	)		(7,003,338	)		(1,018,593	)
Advances to suppliers		(55,849,004	)		(12,139,070	)		(1,765,555	)
Prepaid expenses and other current assets		(2,119,242	)		(1,263,633	)		(183,788	)
Other non-current assets		622,055			(544,424	)		(79,183	)
Accounts payable		154,672,945			76,853,429			11,177,868
Notes payable		32,983,585			(17,485,390	)		(2,543,144	)
Amounts due to related parties		37,098,550			11,100,248			1,614,464
Accrued salary and benefits		11,848,115			14,876,369			2,163,678
Accrued expenses and other current liabilities		7,705,787			14,773,941			2,148,781
Income tax payables		2,976,975			(835,558	)		(121,527	)
Long-term deposits		1,500,000			(450,000	)		(65,450	)

Net cash generated from operating activities		54,031,495			45,738,799			6,652,433

Cash flows from investing activities:
Purchases of property and equipment		(1,738,514	)		(3,074,232	)		(447,128	)

Net cash used in investing activities		(1,738,514	)		(3,074,232	)		(447,128	)

Cash flows from financing activities:
Proceeds from issuance of ordinary shares		—			6			1
Capital contribution from non-controlling interest holders		490,000			—			—
Cash paid for acquisition of non-controlling interest		(1,343,500	)		—			—
Proceeds from short-term borrowing		—			20,000,000			2,908,879
Repayment of short-term borrowing		—			(20,000,000	)		(2,908,879	)
Dividend paid to non-controlling interest holder		—			(17,034,957	)		(2,477,632	)
Advances from related party		(9,113,556	)		114,832,829			16,701,742

Net cash (used in) provided by financing activities		(9,967,056	)		97,797,878			14,224,111

Net increase in cash and cash equivalents, and restricted cash		42,325,925			140,462,445			20,429,416
Cash and cash equivalents and restricted cash at beginning of period		21,368,512			30,921,237			4,497,307

Cash and cash equivalents and restricted cash at end of period		63,694,437			171,383,682			24,926,723



Reconciliation in amounts on combined and consolidated balance sheets:
Cash and cash equivalents		48,004,682			156,517,531			22,764,531
Restricted cash		15,689,755			14,866,151			2,162,192

Total cash and cash equivalents and restricted cash		63,694,437			171,383,682			24,926,723



Supplemental disclosure of cash flow information:
Income taxes paid		9,485,508			10,314,837			1,500,231
Interest paid		—			107,499			15,635
Supplemental schedule of non-cash investing and financing activities:
Purchases of property and equipment included in payables		—			125,653,816			18,275,589
Capital contribution from Hangzhou Ruhnn in connection with the forgiveness of related party payable (Note 12)		—			50,233,247			7,306,123

The accompanying notes are an integral part of these unaudited condensed combined and
consolidated financial statements.

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RUHNN HOLDING LIMITED

NOTES TO THE UNAUDITED CONDENSED COMBINED AND
CONSOLIDATED FINANCIAL STATEMENTS

1. Organization and Principal Activities

Ruhnn Holding Limited (the "Company" or "Ruhnn Holding") was incorporated in the Cayman Islands on May 11, 2018. The Company, its subsidiaries, its consolidated variable interest entity ("VIE") and VIE's subsidiaries (collectively referred to as the "Group") principally operates key opinion leader ("KOL") cultivation and incubation platforms and generates revenue mainly through online sales of consumer products to followers of the KOL through their various social networks. KOLs are individuals who have the power to engage and impact people within a specific community or field, such as fashion, culture, entertainment, gaming, etc. and have the ability to impact the purchasing decision of its followers.

The Company's significant subsidiaries, VIE and subsidiaries of the VIE are as follows:

	Date of Establishment	Place of Incorporation

Subsidiary:
Hangzhou Yihan Information Technology Co., Ltd. ("WFOE")	September 17, 2018	PRC	100	%
VIE
Hangzhou Hanyi E-commerce Co. Ltd. ("Hanyi E-commerce")	March 24, 2016	PRC	100	%
Subsidiaries of VIE
Hangzhou Ruhan Supply-chain Management Co. Ltd ("Gonginglian")	April 25, 2016	PRC	100	%
Hangzhou Dayi E-commerce Co. Ltd ("Dayi")	April 27, 2016	PRC	51	%
Ruhnn (HongKong) Limited_	June 3, 2016	HONG KONG	100	%
Shanghai Yitong E-commerce Co. Ltd ("Yitong")	August 1, 2016	PRC	100	%
Ruhnn Culture Communication Co., Ltd. ("Culture")	April 25, 2016	PRC	100	%

History of the Group and Reorganization

The Group's history began in March 2016 with the commencement of operations of Hangzhou Hanyi E-commerce Co. Ltd. ("Hanyi E-commerce") and its subsidiaries. Hanyi E-commerce is a limited liability company incorporated in the People's Republic of China ("PRC") by Hangzhou Ruhnn Holdings Co., Ltd. ("Hangzhou Ruhnn") which was ultimately controlled by three individuals ("Founding Shareholders") and several institutional investors.

Starting May 2018, the Founding Shareholders and all of the institutional investors undertook a series of equity transitions to re-domicile the Group's business from the PRC to the Cayman Islands ("Equity Restructuring"). The main purpose of the Equity Restructuring was to establish a Cayman holding company for its existing business for preparation of its overseas initial public offering ("IPO"). The Equity Restructuring was executed in the following steps:

1.: On May 11, 2018, Ruhnn Holding was incorporated in the Cayman Islands as the listing vehicle for the Group's IPO. As of the incorporation date, the total authorized share capital

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NOTES TO THE UNAUDITED CONDENSED COMBINED AND
CONSOLIDATED FINANCIAL STATEMENTS (Continued)

1. Organization and Principal Activities (Continued)

was 100 ordinary shares with a par value of US$0.01 and the total issued and outstanding shares was 100.

2.: On October 4, 2018, the Founding Shareholders and the institutional investors subscribed for 319,406,660 shares of Ruhnn Holding for a subscription amount of RMB558,995,348. Upon the issuance of ordinary shares, the equity of the Company was substantially identical to that of Hangzhou Ruhnn.
3.: As part of the Equity Restructuring, in order to facilitate the payments of the subscription receivable of RMB558,995,348 to Ruhnn Holding as noted in step 2, Hangzhou Ruhnn agreed to return its capital to the institutional investors in the amount of their original investments in Hangzhou Ruhnn while these investors agreed to pay U.S. dollar equivalent of such amounts to Ruhnn Holding as subscription price for the ordinary shares issued to them. It is contemplated that Hanyi E-Commerce will repay in installments the amounts due to Hangzhou Ruhnn, Hangzhou Ruhnn will use these funds to return its capital to the investors and the investors will consequently pay the subscription price of shares to Ruhnn Holding.
4.: On October 4, 2018, Hangzhou Ruhnn transferred 1% of its equity interest in Hanyi E-Commerce to one of the Founding Shareholders and the remaining 99% equity interest to Hangzhou Xinghui Corporate Management Consulting Co., Ltd., an entity that was wholly owned by the same Founding Shareholder for the purposes of creating new nominee shareholders for the VIE arrangements. Ruhnn Holding is deemed a foreign legal person under PRC law and accordingly subsidiaries owned by Ruhnn Holding are not eligible to obtain necessary licenses and permits in the industries that are currently subject to foreign investment restrictions or prohibitions in the PRC. Due to these restrictions, Ruhnn Holding through its wholly owned subsidiary in the PRC, WFOE entered into a series of contractual arrangements, with Hanyi E-Commerce and its new nominee shareholders on October 4, 2018 to give Ruhnn Holding effective control over Hanyi E-Commerce and transfer all of the economic benefits to Ruhnn Holding. Pursuant to these VIE arrangements, Hanyi E-Commerce was established as a consolidated VIE of the Group.

Upon the completion of the Equity Restructuring, the shareholders' rights and obligations remained the same, and the Group recognized the net assets of Hanyi E-commerce on a historical cost basis with no change in basis in the accompanying combined and consolidated financial statements. The Group's per share information including the basic and diluted loss per share have been presented retrospectively as of the beginning of the earliest period presented on the unaudited condensed combined and consolidated financial statements.

2. Summary of Principal Accounting Policies

(a) Basis of Presentation

The accompanying unaudited condensed combined and consolidated financial statements of the Group have been prepared in accordance with accounting principles generally accepted in the United States of America ("US GAAP") and applicable rules and regulations of the Securities and Exchange Commission regarding interim financial reporting. Certain information and footnote disclosure normally included in annual financial statements prepared in accordance with US GAAP have been condensed

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NOTES TO THE UNAUDITED CONDENSED COMBINED AND
CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2. Summary of Principal Accounting Policies (Continued)

or omitted pursuant to such rules and regulations. Accordingly, these unaudited condensed combined and consolidated financial statements should be read in conjunction with the Group's combined and consolidated financial statements as of and for the years ended March 31, 2017 and 2018.

The accompanying unaudited condensed combined and consolidated financial statements have been prepared assuming that the Group will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The realization of assets and the satisfaction of liabilities in the normal course of business are dependent on, among other things, the Group's ability to generate cash flows from operations, and the Group's ability to arrange adequate financing arrangements, to support its working capital requirements. For the nine months ended December 31, 2017 and 2018, the Group had generated net losses of RMB26,132,774 and RMB57,503,929, respectively which raised substantial doubt about the Group's ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary if the Group is unable to continue as a going concern.

These factors are mitigated by the following plans and actions:

1.: As of December 31, 2018, the Group had advances from Hangzhou Ruhnn of RMB558,995,348, which are expected to be repaid to Hangzhou Ruhnn and returned as capital contribution to Ruhnn Holding as part of the Equity Restructuring, and therefore are not expected to result in a net use of cash. See Note 1.
2.: An unconditional line of credit of RMB50,000,000 was granted to the Group by a commercial bank in the PRC during July 2018.
3.: A letter of support of RMB50,000,000 in financing was committed by one of the investors of Hangzhou Ruhnn during February 2019.

(b) Principles of Consolidation

The financial statements presented herein represent (1) prior to May 11, 2018, the combined financial statements of the Company, its subsidiaries and Hanyi E-Commerce ("VIE") and its subsidiaries; (2) subsequent to May 11, 2018, the consolidated financial statements of the Company, its subsidiaries and VIE and its subsidiaries. All inter-company transaction and balances have been eliminated.

Applicable PRC laws and regulations currently limit foreign ownership of companies that provide internet content distribution services. The Company is deemed a foreign legal person under PRC laws and accordingly subsidiaries owned by the Company are not eligible to engage in provisions of internet content or online services. To provide the Group effective control over the VIE and receive substantially all of the economic benefits of the VIE, the Company's wholly owned subsidiary, WFOE entered into a series of contractual arrangements, described below, with the VIE and their respective shareholders.

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NOTES TO THE UNAUDITED CONDENSED COMBINED AND
CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2. Summary of Principal Accounting Policies (Continued)

Agreements that provide the Company effective control over the VIE include:

Voting Rights Proxy Agreements & Irrevocable Power of Attorney

Exclusive Call Option Agreements

Equity Pledge Agreements

Agreements that transfer economic benefits of VIE to the Group include:

Exclusive Business Cooperation Agreements

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RUHNN HOLDING LIMITED

NOTES TO THE UNAUDITED CONDENSED COMBINED AND
CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2. Summary of Principal Accounting Policies (Continued)

Company is deemed the primary beneficiary of the VIE. Accordingly, the Company has consolidated the VIE's financial results of operations, assets and liabilities in the Group's consolidated financial statements. The aforementioned agreements are effective agreements between a parent and consolidated subsidiaries, neither of which is accounted for in the consolidated financial statements or are ultimately eliminated upon consolidation (i.e. service fees under the Exclusive Business Cooperation Agreement).

•: revoke the business and operating licenses of the Company's PRC subsidiaries and VIE;
•: discontinue or restrict the operations of any related-party transactions between the Company's PRC subsidiaries and VIE;
•: limit the Group's business expansion in China by way of entering into contractual arrangements;
•: impose fines or other requirements with which the Company's PRC subsidiaries and VIE may not be able to comply;
•: require the Company or the Company's PRC subsidiaries or VIE to restructure the relevant ownership structure or operations; or
•: restrict or prohibit the Company's use of the proceeds of the additional public offering to finance the Group's business and operations in China.

The following consolidated financial statement balances and amounts of the Company's VIE, were included in the accompanying unaudited condensed combined and consolidated financial statements

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NOTES TO THE UNAUDITED CONDENSED COMBINED AND
CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2. Summary of Principal Accounting Policies (Continued)

after the elimination of intercompany balances and transactions among the Company, its subsidiaries, consolidated VIE and its subsidiaries.

	As of

	March 31, 2018		December 31, 2018
	RMB		RMB
ASSETS
Cash and cash equivalents		9,713,466		156,508,823
Restricted cash		21,207,771		14,866,151
Accounts receivable, net		6,239,617		18,464,551
Inventories		320,383,465		289,716,705
Advances to suppliers, net		24,694,549		40,462,368
Prepaid expense and other assets, net		30,295,221		31,558,855
Amounts due from related parties		295,000		872,600
Property and equipment, net		5,145,359		131,227,018
Intangible assets, net		3,740,000		3,192,347
Goodwill		1,002,000		1,002,000
Long-term investments		1,090,052		162,755
Other non-current assets		837,145		1,381,569

Total Assets		424,643,645		689,415,742



LIABILITIES
Accounts payable		72,889,659		150,529,496
Notes payable		47,105,605		29,620,215
Accrued salary and benefits		41,436,994		55,889,308
Accrued expenses and other current liabilities		13,877,331		28,600,436
Amounts due to related parties		374,558,131		575,125,369
Dividends payable		—		115,043
Income tax payable		6,950,908		6,115,350
Long-term deposits		1,850,000		1,400,000

Total Liabilities		558,668,628		847,395,217

	Nine Months ended December 31,

	2017			2018
	RMB			RMB
Net revenue		751,086,517			856,180,998
Loss from operations		(12,527,711	)		(46,226,757	)
Net loss		(26,132,774	)		(56,271,389	)
Net cash generated from operating activities		54,031,495			45,738,799
Net cash used in investing activities		(1,738,514	)		(3,074,232	)
Net cash provided by (used in) financing activities		(9,967,056	)		97,797,872

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RUHNN HOLDING LIMITED

NOTES TO THE UNAUDITED CONDENSED COMBINED AND
CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2. Summary of Principal Accounting Policies (Continued)

The VIE and its subsidiaries contributed 100% and 100% of the Group's consolidated revenue for the period ended December 31, 2017 and 2018, respectively. As of December 31, 2018, the VIE and its subsidiaries accounted for an aggregate of 100% of the consolidated total assets, and 99.94% of the consolidated total liabilities. As of March 31, 2018, the VIE and its subsidiaries accounted for an aggregate of 100% of the consolidated total assets and 100% of the consolidated total liabilities.

The Group believes that there are no assets held in the VIE that can be used only to settle obligations of the VIE, except for registered capital and the PRC statutory reserves. As the VIE is incorporated as a limited liability company under the PRC Company Law, creditors of the VIE do not have recourse to the general credit of the Company for any of the liabilities of the VIE. Relevant PRC laws and regulations restrict the VIE from transferring a portion of their net assets, equivalent to the balance of its statutory reserve and its share capital, to the Company in the form of loans and advances or cash dividends.

(c): Use of Estimates

(d): Convenience Translation

The financial statements of the Group are stated in RMB. Translations of amounts from RMB into United States dollars are solely for the convenience of the reader and were calculated at the rate of US$1.00 = RMB6.8755, on December 31, 2018, as set forth in H.10 statistical release of the Federal Reserve Board. The translation is not intended to imply that the RMB amounts could have been, or could be, converted, realized or settled into United States dollars at that rate on December 31, 2018, or at any other rate.

(e): Net Loss Per Share

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NOTES TO THE UNAUDITED CONDENSED COMBINED AND
CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2. Summary of Principal Accounting Policies (Continued)

the nine months ended December 31, 2017 and 2018, given that the Company has no potentially dilutive ordinary shares, the basic and diluted EPS are the same for the years presented.

(f): Recent Accounting Pronouncements

The Group is in the process of completing the assessment of all revenue from existing contracts with customers. The Group's product revenue consists of a single performance obligation that is satisfied at a point in time. Service revenue generated from advertising and sales services are considered as separate performance obligations as they are distinct from each other. The Group expects that there will not be a significant impact to its revenue recognition practices, internal controls, financial positions, results of operations or cash flows.

The new standard will require the Group to provide more robust disclosures than required by previous guidance, including disclosures related to disaggregation of revenue into appropriate categories, performance obligations, and the judgments made in revenue recognition determinations.

3. Accounts Receivable, net

Accounts receivable, net, consists of the following:

	As of

	March 31, 2018			December 31, 2018
	RMB			RMB
Accounts receivable, gross		6,533,859			19,219,059
Allowance for doubtful accounts:
Balance at beginning of the period		(11,530	)		(294,242	)
Additions		(282,712	)		(460,266	)
Balance at end of the period		(294,242	)		(754,508	)

Accounts receivable, net		6,239,617			18,464,551

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NOTES TO THE UNAUDITED CONDENSED COMBINED AND
CONSOLIDATED FINANCIAL STATEMENTS (Continued)

3. Accounts Receivable, net (Continued)

The Group only offers credit terms to certain corporate customers for KOL sales and advertising services based on a number of factors to determine their creditworthiness.

4. Advances to Suppliers, net

	As of

	March 31, 2018			December 31, 2018
	RMB			RMB
Advances to suppliers, gross		51,011,558			40,462,368
Allowance for doubtful accounts		(26,317,009	)		—

Advances to suppliers, net		24,694,549			40,462,368



Movement of allowance for doubtful accounts:
Balance at beginning of the period		—			(26,317,009	)
Addition		(26,317,009	)		—
Reversal		—			3,628,749
Write-off		—			22,688,260

Balance at end of the period		(26,317,009	)		—

The Group was in dispute with one of its suppliers in 2018. Based on an assessment of the recoverability, the Group provided full provision against the advances paid to the supplier as of March 31, 2018. During the nine months ended December 31, 2018, the Group was able to recoup a portion of the advances to this supplier in the amount of RMB3,628,749. The remaining RMB22,688,260 of advances to this supplier that were previously fully provided has been written off in the nine month period ended December 31, 2018.

5. Inventories

Inventories, consisted of the followings:

	As of

	March 31, 2018		December 31, 2018
	RMB		RMB
Products		265,771,215		246,214,401
Raw materials		54,612,250		43,502,304

Inventories		320,383,465		289,716,705

The Group purchases raw materials such as fabric and buttons from various suppliers and outsources them to third party manufacturing companies for production and processing. Inventories write-downs are recorded in cost of revenues in the unaudited condensed combined and consolidated statements of comprehensive loss, which were RMB28,147,487 and RMB37,670,098 for the nine months ended December 31, 2017 and 2018, respectively.

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NOTES TO THE UNAUDITED CONDENSED COMBINED AND
CONSOLIDATED FINANCIAL STATEMENTS (Continued)

6. Property and equipment, net

Property and equipment, net, consist of the following:

	As of

	March 31, 2018			December 31, 2018
	RMB			RMB
Cost:
Buildings		—			124,238,281
General equipment		5,250,429			5,728,520
Motor vehicle		1,178,438			1,178,438
Leasehold improvements		1,412,930			2,398,867

		7,841,797			133,544,106
Less: Accumulated depreciation		(2,696,438	)		(3,965,150	)
Construction in progress—Leasehold improvements		—			1,648,062

Property and equipment, net		5,145,359			131,227,018

In December 2018, the Group acquired buildings from Hangzhou Ruhnn with a price of RMB124,238,281. As of December 31, 2018, the title certificates for these buildings had not been obtained. Depreciation expense was RMB1,388,776 and RMB1,861,425 for the nine months ended December 31, 2017 and 2018, respectively.

7. Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consist of the following:

	As of

	March 31, 2018		December 31, 2018
	RMB		RMB
Value added tax ("VAT") payable		8,308,980		20,376,512
Advances from customers		3,681,020		1,769,975
Other payables		1,224,211		5,838,020
Other tax payables		663,120		666,765

Total		13,877,331		28,651,272

8. Borrowings

During July 2018, the Group entered into an unconditional short-term credit facility of RMB50,000,000 with a commercial bank in the PRC. During August 2018, RMB20,000,000 has been drawn with interest rate of 5.8725% to fund the daily working capital of the business. The entire loan were unsecured and subsequently repaid during September.

As of December 31, 2018, RMB50,000,000 is still available for draw down.

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RUHNN HOLDING LIMITED

NOTES TO THE UNAUDITED CONDENSED COMBINED AND
CONSOLIDATED FINANCIAL STATEMENTS (Continued)

9. Income Tax

For the nine months ended December 31, 2017 and 2018, income tax expense were RMB12,462,483 and RMB 9,479,279, respectively.

The effective tax rate is based on expected income and statutory tax rates. For interim financial reporting, the Group estimates the annual tax rate based on projected taxable income for the full year and records a quarterly income tax provision in accordance with the guidance on accounting for income taxes in an interim period. As the year progresses, the Group refines the estimates of the year's taxable income as new information becomes available. This continual estimation process often results in a change to the expected effective tax rate for the year. When this occurs, the Group adjusts the income tax provision during the quarter in which the change in estimate occurs so that the year-to-date provision reflects the expected annual tax rate.

The Group's effective tax rates were –99% and –20% for the nine months ended December 31, 2017 and 2018, respectively.

10. Net Loss per Share

Net loss per share was computed by dividing net loss attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding for the nine months ended December 31, 2017 and 2018:

	For the Nine Months Ended December 31

	2017			2018
Numerator:
Net loss attributable to Ruhnn Holding Limited—basic and diluted		(41,178,565	)		(45,150,374	)
Net loss per ordinary shareholders		(0.13	)		(0.14	)
Shares (Denominator):
Weighted average number of ordinary shares outstanding—basic and diluted		319,406,760			319,406,760
Net loss per share—basic and diluted		(0.13	)		(0.14	)

11. Non-controlling Interest

For the nine months ended December 31, 2018, the Group declared dividend distribution plan of Hangzhou Dayi E-commerce Co., Ltd. ("Dayi"), an entity 49% owned by the Group's non-controlling interest holder, Hangzhou Wunai Yidui Trade Co., Ltd. ("Wunai Yidui"), which is wholly controlled and owned by Zhang Yi. According to the distribution plan, RMB17,150,000 was distributed to Wunai Yidui among which RMB17,034,957 had been paid and a dividend payable amount of RMB115,043 to Wunai Yidui still remains outstanding by the Group as of December 31, 2018.

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RUHNN HOLDING LIMITED

NOTES TO THE UNAUDITED CONDENSED COMBINED AND
CONSOLIDATED FINANCIAL STATEMENTS (Continued)

12. Related Party Balances and Transactions

The table below sets forth major related parties and their relationships with the Group:

Company Name		Relationship with the Group

Hangzhou Ruhnn		Parent Company prior to Equity Restructuring
Dayi Studio		Controlled and owned by Zhang Yi
Shanghai Xiuxi Culture Communication Studio ("Xiuxi Studio")		Controlled and owned by Zhang Yi

The Group entered into the following transactions with its related parties:

During the nine months ended December 31, 2017 and 2018, the Group engaged KOL services from Dayi Studio and Xiuxi Studio with service fee charges of RMB32,831,360 and RMB48,022,805, respectively.

During the nine months ended December 31, 2018, Hangzhou Ruhnn sold buildings and related leasehold improvements at an amount of RMB124,867,408 to Hanyi E-commerce. The amount had not been paid yet as of December 31, 2018 and has been included in amounts due to related parties.

On October 4, 2018, as part of the Equity Restructuring, Hangzhou Ruhnn waived payables in the amount of RMB50,233,247 which were incurred in relation to payroll expenses paid to certain employees on behalf of the Group. The amounts due to Hangzhou Ruhnn waived in connection with the Equity Restructuring were recorded as a capital contribution in additional paid-in capital on the combined and consolidated statements of shareholders' deficits.

As of March 31, 2018 and December 31, 2018, details of amounts due from/to related parties are as follows:

		As of

		March 31, 2018		December 31, 2018
		RMB		RMB
Amount due from	Hangzhou Ruhnn ⁽²⁾		295,000		—
	Dayi Studio ⁽³⁾		—		872,600



Amount due to	Hangzhou Ruhnn ⁽¹⁾		354,856,080		560,230,512
	Xiuxi Studio ⁽⁴⁾		—		14,894,857
	Dayi Studio ⁽³⁾		19,702,051		—

(1): Includes loan payable of RMB320,113,556 and RMB434,832,829 as of March 31, 2018 and December 31, 2018, respectively. Interest due under these related party loans are waived by Hangzhou Ruhnn. Interest expenses to Hangzhou Ruhnn were nil as of March 31, 2018 and December 31, 2018, respectively.
(2): Represents payments in advance to Hangzhou Ruhnn for provision of store registration services.
(3): Represents service fee prepayment or payable for KOL services to Dayi Studio.
(4): Represents service fee payable for KOL services to Xiuxi Studio.

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NOTES TO THE UNAUDITED CONDENSED COMBINED AND
CONSOLIDATED FINANCIAL STATEMENTS (Continued)

13. Commitments and Contingencies

Lease Obligations

The Group leases certain office and warehouse premises under operating leases. The term of each lease agreement varies and may contain renewal options. Rental payments under operating leases are charged to operating expenses on a straight-line basis over the period of the lease based on contract terms. Rental expenses under operating leases for the nine months ended December 31, 2017 and 2018 were RMB9,053,220 and RMB13,346,063, respectively.

Future lease payments under operating leases as of December 31, 2018 were as follows:

		RMB

Succeeding periods in the year ended March 31, 2019			4,710,539
In the year ended March 31, 2020			15,121,115
In the year ended March 31, 2021			9,941,207
2022 and thereafter			8,393,625

Total			38,166,486

The Group did not have other significant capital commitments or significant guarantees as of December 31, 2017 and 2018, respectively.

Contingencies

14. Subsequent Events

On February 26, 2019, the Company's existing shareholders approved their second amended and restated memorandum and articles of association to re-designate all of their ordinary shares into 822,665,750 Class A Ordinary Shares with a par value of US$0.000000001 per share and 177,334,250 Class B Ordinary Shares with a par value of US$0.000000001 per share becoming effective immediately prior to the completion of the IPO.

On March 5, 2019, the Group has reached an agreement with Zhang Yi, one of our top KOLs and shareholder of the Company, whereby the Group agreed to issue 44,165,899 ordinary shares to her in exchange for her 49% non-controlling equity interest in Dayi and exclusive cooperation rights with the Group in online sales of women apparel products until the later of five years after the completion of this offering or when her beneficial interests in the Group falls below 5%. The agreement is subject to formal approval by the board of directors and shareholders. The Group believes it is highly probable that the transaction will be completed prior to the IPO.

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Table of Contents

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 6. Indemnification of Directors and Officers

Cayman Islands law does not limit the extent to which a company's articles of association may provide indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to the public interest, such as providing indemnification against dishonesty, willful default or fraud. The registrant's articles of association provide that each officer or director of the registrant shall be indemnified against all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by such directors or officer, other than by reason of such person's dishonesty, willful default or fraud, in or about the conduct of our company's business or affairs (including as a result of any mistake of judgment) or in the execution or discharge of his duties, powers, authorities or discretions, including without prejudice to the generality of the foregoing, any costs, expenses, losses or liabilities incurred by such director or officer in defending (whether successfully or otherwise) any civil proceedings concerning the registrant or its affairs in any court whether in the Cayman Islands or elsewhere.

Under the form of indemnification agreements filed as Exhibit 10.6 to this registration statement, we will agree to indemnify our directors and executive officers against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being such a director or executive officer.

The form of underwriting agreement 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 may be permitted to directors, officers or persons controlling us under the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Item 7. Recent Sales of Unregistered Securities

During the past three years, we have issued and sold the securities described below without registering the securities under the Securities Act. None of these transactions involved any underwriters' underwriting discounts or commissions, or any public offering. We believe that each of the following issuances was exempt from registration under the Securities Act in reliance on

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Regulation S, Regulation D or Rule 701 under the Securities Act or pursuant to Section 4(a)(2) of the Securities Act regarding transactions not involving a public offering.

Purchaser	Date of Sale or Issuance		Consideration	Underwriting Discount and Commission

Ruhnn1106 Investment Limited	May 11, 2018	100	US$1	Not applicable
Ruhnn1106 Investment Limited	October 4, 2018	101,209,902	*	Not applicable
Leiyu Investment Limited	October 4, 2018	53,850,000	*	Not applicable
YangMing Investment Limited	October 4, 2018	24,660,000	*	Not applicable
China Himalaya Investment Limited	October 4, 2018	10,370,000	*	Not applicable
Ruhnn Investment Limited	October 4, 2018	6,399,998	*	Not applicable
Shanghai Yuanqiong Enterprise Management Company Limited	October 4, 2018	31,130,000	*	Not applicable
Tianjin Junlian Zhiru Enterprise Management Consulting Partnership (Limited Partnership)	October 4, 2018	31,040,000	*	Not applicable
Kunlun Tech Limited	October 4, 2018	16,170,000	*	Not applicable
Shanghai Yuanze Enterprise Management Company Limited	October 4, 2018	5,170,000	*	Not applicable
Taobao China Holding Limited	October 4, 2018	31,110,600	*	Not applicable
Beijing Junlian Yitong Equity Investment Partnership (Limited Partnership)	October 4, 2018	4,148,080	*	Not applicable
Eastern Bell XIII Investment Limited	October 4, 2018	2,074,040	*	Not applicable
Suzhou Qiming Ronghe Chuangye Investment Partnership (Limited Partnership)	October 4, 2018	2,074,040	*	Not applicable

*: Their agreements to cause Hangzhou Ruhnn to transfer to the Registrant 100% control over Hanyi E-Commerce as part of the Registrant's reorganization.

Item 8. Exhibits and Financial Statement Schedules

(a): Exhibits

See Exhibit Index beginning on page II-4 of this Registration Statement.

(b): Financial Statement Schedules.

All supplemental schedules are omitted because of the absence of conditions under which they are required or because the information is shown in the financial statements or notes thereto.

Item 9. Undertakings

(a) 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.

(b) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant under the provisions described in Item 6, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense

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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.

(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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EXHIBIT INDEX

		Description of Exhibit

1.1	*	Form of Underwriting Agreement

3.1		Amended and Restated Memorandum and Articles of Association of the Registrant, as adopted by special resolutions on October 4, 2018

3.2		Form of Second Amended and Restated Memorandum and Articles of Association of the Registrant to be effective immediately prior to the completion of the offering contemplated by this registration statement

4.1		Specimen of Ordinary Share Certificate

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

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

5.1		Form of Opinion of Ogier regarding the validity of Class A ordinary shares being registered

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

8.2		Form of Opinion of Ogier regarding certain Cayman Islands tax matters (included in Exhibit 5.1)

8.3		Opinion of Jingtian & Gongcheng regarding certain PRC tax matters (included in Exhibit 99.2)

10.1		Exclusive Business Cooperation Agreement between Yihan Technology and Hanyi E-Commerce. dated October 4, 2018 (English Translation)

10.2		Equity Interest Pledge Agreement between Yihan Technology, Hangzhou Xinghui and Hanyi E-Commerce dated October 4, 2018 (English Translation)

10.3		Exclusive Call Option Agreement among Yihan Technology, Hangzhou Xinghui and Hanyi E-Commerce, dated October 4, 2018 (English Translation)

10.4		Power of Attorney granted by the shareholders of Hanyi E-Commerce dated October 4, 2018 (English translation)

10.5		Spousal Consent granted by the spouse of FENG Min dated October 4, 2018 (English translation)

10.6		Form of Indemnification Agreement between the Registrant and its directors and executive officers

10.7		Form of Employment Agreement between the Registrant and its executive officers

10.8		Joint Venture Agreement among Hanyi E-Commerce, Hangzhou Wunai Yidui Trade Co., Ltd. and ZHANG Yi dated April 30, 2016 (English translation)

10.9		2019 Equity Incentive Plan

10.10		Share Purchase Agreement between China Himalaya Investment Limited and the Registrant, dated March 5, 2019

10.11		Equity Interest Transfer Agreement among Hangzhou Wunai Yidui Trade Co., Ltd., Hanyi E-Commerce and ZHANG Yi, dated March 5, 2019 (English translation)

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Exhibit No.			Description of Exhibit

	21.1		Significant Subsidiaries of the Registrant

	23.1		Consent of Deloitte Touche Tohmatsu Certified Public Accountants LLP, an independent registered public accounting firm.

	23.2		Consent of Ogier (included in Exhibit 5.1)

	23.3		Consent of Simpson Thacher & Bartlett LLP (included in Exhibit 8.1)

	23.4		Consent of Jingtian & Gongcheng (included in Exhibit 8.3)

	23.5		Consent of Frost & Sullivan

	23.6		Consent of QI Junhong

	23.7		Consent of XU Xiaocao (Cecilia)

	24.1		Power of Attorney (included on signature page)

	99.1		Code of Business Conduct

	99.2		Opinion of Jingtian & Gongcheng regarding certain PRC law matters

*: To be filed by amendment.
**: Incorporated by reference to the Registration Statement on Form F-6 to be filed with the Securities and Exchange Commission with respect to American depositary shares representing our Class A ordinary shares.

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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 Hangzhou, China on March 6, 2019.

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint FENG Min and SHEN Chao, and each of them singly, as his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and sign any registration statement for the same offering covered by this registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitutes or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, the Registration Statement has been signed by the following person in the capacity and on the dates indicated.

Signature	Title	Date


/s/ FENG Min Name: FENG Min	Chairman	March 6, 2019
/s/ SUN Lei (Ray) Name: SUN Lei (Ray)	Director, Chief Executive Officer (principal executive officer)	March 6, 2019
/s/ SHEN Chao (Eric) Name: SHEN Chao (Eric)	Director	March 6, 2019
/s/ JIN Fengchun Name: JIN Fengchun	Director	March 6, 2019

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Signature	Title	Date


/s/ SHAO Zhenxing Name: SHAO Zhenxing	Director	March 6, 2019
/s/ TUNG Pen Hung Name: TUNG Pen Hung	Director	March 6, 2019
/s/ CHENG Ke Name: CHENG Ke	Director	March 6, 2019
/s/ LI Shangzhen Name: LI Shangzhen	Director	March 6, 2019
/s/ CHI Zhenbo (Nick) Name: CHI Zhenbo (Nick)	Chief Financial Officer (principal financial and accounting officer)	March 6, 2019

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SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

Pursuant to the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Ruhnn Holding Limited has signed this registration statement or amendment thereto in New York on March 6, 2019.

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Exhibit 3.1

THE COMPANIES LAW (AS AMENDED)

OF THE CAYMAN ISLANDS

COMPANY LIMITED BY SHARES

AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

RUHNN HOLDING LIMITED

THE COMPANIES LAW (AS AMENDED)

OF THE CAYMAN ISLANDS

COMPANY LIMITED BY SHARES

AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION

RUHNN HOLDING LIMITED

1. The name of the Company is Ruhnn Holding Limited.

2. The registered office of the Company shall be situated at the offices of Osiris International Cayman Limited, Suite #4-210, Governors Square, 23 Lime Tree Bay Avenue, PO Box 32311, Grand Cayman KY1-1209, Cayman Islands, or at such other place in the Cayman Islands as the Directors may from time to time decide.

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 (As Amended) or as the same may be revised from time to time, or any other law of the Cayman Islands.

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

5. The liability of each Member is limited to the amount from time to time unpaid on such Member’s shares.

6. The authorized share capital of the Company is US$1 divided into 1,000,000,000 shares of a par value of US$ US$0.000000001 each provided always that subject to the Companies Law (As Amended) and the Articles of Association the Company shall have power to redeem or purchase any of its shares and to sub-divide or consolidate the said shares or any of them and to issue all or any part of its capital whether original, redeemed, increased or reduced with or without any preference, priority, special privilege or other rights or subject to any postponement of rights or to any conditions or restrictions whatsoever and so that unless the conditions of issue shall otherwise expressly provide every issue of shares whether stated to be ordinary, preference or otherwise shall be subject to the powers on the part of the Company hereinbefore provided.

7. The Company has power to register by way of continuation as a body corporate limited by shares under the laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands.

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

THE COMPANIES LAW (AS AMENDED)

OF THE CAYMAN ISLANDS

COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

RUHNN HOLDING LIMITED

Interpretation

1. In these Articles Table A in the First Schedule to the Companies Law (As Amended) does not apply and, unless there is something in the subject or context inconsistent therewith:

“Articles”	means these articles of association of the Company.

“Auditor”	means the person for the time being performing the duties of auditor of the Company (if any). The Auditor shall not be deemed to be an officer of the Company pursuant to these Articles or any agreement entered into between the Company and the Auditor.

“Company”	means the above named company.

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

“Dividend”	includes an interim dividend.

“Electronic Record”	has the same meaning as in the Electronic Transactions Law.

“Electronic Transactions Law”	means the Electronic Transactions Law (2003 Revision) of the Cayman Islands.

“Functional Currency”	means, with respect to the Shares of any class, such currency as the Directors may from time to time determine as being the currency in which such Shares shall be subscribed, valued and/or redeemed pursuant to these Articles notwithstanding the currency of the par value thereof.

“Law”	means the Companies Law (As Amended) of the Cayman Islands, as the same may be further amended or revised from time to time.

“Member”	has the same meaning as in the Law.

“Memorandum”	means the memorandum of association of the Company.

“Ordinary Resolution”	means a resolution passed by a simple majority of the Members as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting, and includes a unanimous written resolution. In computing the majority when a poll is demanded regard shall be had to the number of votes to which each Member is entitled by the Articles.

“Register of Members ”	means the register maintained in accordance with the Law and includes (except where otherwise stated) any duplicate Register of Members.

“Registered Office”	means the registered office for the time being of the Company located in the Cayman Islands.

“Seal”	means any common seal of the Company and includes any duplicate seal or facsimile seal.

“Share” and “Shares”	means a share or shares in the capital of the Company issued subject to and in accordance with the provisions of the Law and these Articles, and having the rights and being subject to the restrictions as provided for under these Articles with respect to such Share. All references to “Shares” herein shall be deemed to be Shares of any or all classes or series as the context may require and shall include a fraction of a share.

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

“Special Resolution”	has the same meaning as in the Law, and includes a unanimous written resolution.

“Subscriber”	means the subscriber to the Memorandum.

2. In these Articles:

i. words importing the singular number include the plural number and vice versa;

ii. words importing the masculine gender include the feminine gender;

iii. words importing persons include corporations;

iv. reference to “in writing” shall be construed as written or represented by any means reproducible in writing, including any form of print, Iithograph, email, facsimile, photograph or telex or represented by any other substitute or format for storage or transmission for writing or partly one and partly another;

v. references to provisions of any law or regulation shall be construed as references to those provisions as amended, modified, re-enacted or replaced from time to time;

vi. any phrase introduced by the terms “including”, “include”, “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and

vii. all headings are inserted for reference only and shall be ignored in construing these Articles.

Commencement of Business

3. The business of the Company may be commenced as soon after incorporation as the Directors shall see fit.

Shares

4. Subject to applicable laws of the Cayman Islands and subject to the provisions, if any, in that behalf of the Memorandum and without prejudice to any rights previously conferred on the holders of existing Shares, the Directors may allot, issue, grant options over or otherwise dispose of Shares (including fractions of a Share) with or without preferred, deferred or other special rights or restrictions, whether in regard to dividend, voting, return of share capital or otherwise as the Company may, from time to time in a general meeting determine, and to such persons, at such times and on such other terms as the Directors think proper.

5. The Directors may authorise the division of Shares into any number of classes and series and the different classes and series 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 and series (if any) and the relevant Functional Currency thereof shall be fixed and determined by the Directors. The pro rata portion of the Company’s assets that may be attributed to each class or series may be invested together with the pro rata portion of the Company’s assets that may be attributed to each other class or series as designated from time to time.

6. 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.

7. The Company shall not issue Shares to bearer.

8. The Directors may resolve to accept non-cash assets in satisfaction (in whole or in part) of the subscription price or the issue price of any Shares.

Variation of Rights Attached to Shares

9. If at any time the share capital of the Company is divided into different classes of Shares, the rights attached to any class (unless otherwise provided by the terms of issue of the Shares of that class) may be varied with the consent in writing of the holders of not less than two-thirds of the issued Shares of that class, or with the sanction of a resolution passed by at least a two-thirds majority of the holders of Shares of the class present in person or by proxy at a separate general meeting of the holders of the Shares of that class. To every such separate general meeting all the provisions of these Articles relating to general meetings of the Company or to the proceedings thereat shall, mutatis mutandis , apply, but so that the necessary quorum shall be one or more persons at least holding or representing by proxy one-third in nominal or par value amount of the issued Shares of the relevant class (but so that if at any adjourned meeting of such holders a quorum as above defined is not present, those Members 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 Member of the class present in person or by proxy may demand a poll and shall on a poll have one vote for each Share of the class held by him.

10. For the purposes of convening and holding a meeting pursuant to the preceding Article, the Directors may treat all the classes or any two or more classes as forming one class if they consider that the variation or abrogation of the rights attached to such classes proposed for consideration at such meeting is the same variation or abrogation for all such relevant classes, but in any other case shall treat them as separate classes.

11. The rights conferred upon the holders of the Shares of any class shall not be deemed to be materially adversely varied or abrogated by, inter alia , the creation, allotment or issue of further Shares ranking pari passu with or subsequent to them, the redemption or purchase of any Shares, the conversion of Shares or by the passing of any Directors’ resolution to change or vary any investment objective, investment technique and strategy and/or investment policy in relation to a class of Shares or any modification of the fees payable to any service provider to the Company.

Register of Members

12. The Company shall maintain or cause to be maintained the Register of Members.

13. For the purpose of determining Members entitled to notice of, or to vote at any meeting of Members or any adjournment thereof, or Members entitled to receive payment of any Dividend, or in order to make a determination of Members for any other purpose, the Directors may provide that the Register of Members shall be closed for transfers for a stated period which shall not in any case exceed thirty days. If the Register of Members shall be closed for the purpose of determining Members entitled to notice of, or to vote at, a meeting of Members the Register of Members shall be closed for at least ten days immediately preceding the meeting.

14. In lieu of, or apart from, closing the Register of Members, the Directors may fix in advance or arrears a date as the record date for any such determination of Members entitled to notice of, or to vote at any meeting of the Members or any adjournment thereof, or for the purpose of determining the Members entitled to receive payment of any Dividend or in order to make a determination of Members for any other purpose.

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

Certificates

16. A Member shall only be entitled to a share certificate if the Directors resolve that share certificates shall be issued. Share certificates representing Shares, if any, shall be in such form as the Directors may determine. Share certificates shall be signed by one or more Directors or other person authorised by the Directors. The Directors may authorise certificates to be issued with the authorised signature(s) affixed by mechanical process. All certificates for Shares shall be consecutively numbered or otherwise identified and shall specify the Shares to which they relate. All certificates surrendered to the Company for transfer shall be cancelled and subject to these Articles no new certificate shall be issued until the former certificate representing a like number of relevant Shares shall have been surrendered and cancelled.

17. The Company shall not be bound to issue more than one certificate for Shares held jointly by more than one person and delivery of a certificate to one joint holder shall be a sufficient delivery to all of them.

18. If a share certificate is defaced, lost or destroyed, it may be renewed on payment of such fee as determined by the directors, if any, and on such terms, if any, as to the evidence and indemnity, as the Directors think fit.

Lien

19. The Company shall have a lien on every Share (not being a fully-paid Share) for all moneys (whether presently payable or not) called or payable at a fixed time in respect of that Share, and the Company shall also have a lien on all Shares (other than fully-paid Shares) standing registered in the name of a single person for all moneys presently payable by him or his estate to the Company; but the Directors may, at any time, declare any share to be wholly or in part exempt from this Article. The Company’s lien, if any, on any Share shall extend to all dividends payable thereon.

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

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

22. The proceeds of the sale shall be received by the Company and applied in payment of such part of the amount in respect of which the lien exists as is presently payable, and the residue 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 at the date of the sale.

Calls on Shares

23. The Directors may, from time to time, make calls upon the Members in respect of any moneys unpaid on their Shares.

24. Each Member shall (subject to receiving at least fourteen days’ notice specifying the time or times of payment) pay to the Company at the time or times so specified the amount called on his Shares.

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

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

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

28. The Directors may make arrangements on the issue of Shares for a difference between the holders in the amount of calls to be paid and in the times of payment.

29. The Directors may, if they think fit, receive from any Member willing to advance the same all or any part of the moneys uncalled and unpaid upon any 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 as may be agreed upon between the Member paying the sum in advance and the Directors.

Transfer and Transmission of Shares

30. The instrument of transfer of any Share shall be executed by or on behalf of the transferor (and if the Directors so require, signed by the transferee) and the transferor shall be deemed to remain a holder of the Share until the name of the transferee is entered in the Register of Members in respect thereof.

31. Subject to applicable laws of the Cayman Islands and these Articles, Shares may be transferred in any usual or common form approved by the Directors.

32. The Directors may also suspend the registration of transfers at such time and for such periods as they may determine and may decline to register any transfer of Shares for any reason as they may from time to time determine, provided that if the directors refuse to register a transfer of any Shares, they shall, within two months after the date on which the transfer was lodged with the Company, send to the transferee notice of the refusal.

33. The legal personal representative of a deceased sole holder of a Share shall be the only person that may be recognized by the Company as having title to the Share. In the case of a Share registered in the name of two or more holders, the survivors. Survivor or the legal personal representatives of the deceased survivor shall be the only person recognized by the Company as having title to the Share.

34. Any person becoming entitled to a Share in consequence of the death or bankruptcy of a Member 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 Member 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.

35. A person becoming entitled to a Share by reason of the death or bankruptcy of the holder shall be entitled to the same dividends and other advantages to which he would be entitled if he were the registered holder of the Share, except that he shall, before being registered as a Member in respect of the Share, be entitled in respect of it to exercise any right conferred by membership in relation to meetings of the Company.

36. The Company shall not be bound by or compelled to recognise in any way (even when notified) any equitable, contingent, future or partial interest in any Share, or (except only as is otherwise provided by these Articles or the Law) any other rights in respect of any Share other than an absolute right to the entirety thereof in the registered holder.

Forfeiture of Shares

37. If a Member fails to pay any call or instalment of a call on the day appointed for payment thereof, the Directors may, at any time thereafter during such time as any part of such call or instalment remains unpaid, serve a notice on such Member requiring payment of so much of the call or instalment as is unpaid, together with any interest which may have accrued.

38. Such notice shall name a further day (not earlier than the expiration of fourteen 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.

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

40. 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.

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

42. A statutory declaration in writing that the declarant is a Director of the Company, and that a Share in the Company has been duly forfeited on a date stated in the declaration, shall be conclusive evidence of the facts therein stated as against all persons claiming to be entitled to the Share. The Company may receive the consideration, if any, given for the Share on any sale or disposition thereof and may execute a transfer of the Share in favour of the person to whom the Share is sold or disposed of and he shall thereupon be registered as the holder of the Share, and shall not be bound to see to the application of the purchase money, if any, nor shall his title to the share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or disposal of the Share.

43. The provisions of these Articles as to forfeiture shall apply in the case of nonpayment 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 been payable by virtue of a call duly made and notified.

44. The Company may, by Ordinary Resolution, convert any paid-up Shares into stock, and reconvert any stock into paid-up Shares of any denomination.

45. The holders of stock may transfer the same, or any part thereof, in the same manner and subject to the same terms as and subject to which the Shares from which the stock arose might prior to the conversion have been transferred, or as near thereto as circumstances admit; but the Directors may, from time to time, fix the minimum amount of stock transferrable and restrict or forbid the transfer of fractions of that minimum, but the minimum shall not exceed the nominal amount of the Shares from which the stock arose.

46. The holders of stock shall, according to the amount of the stock held by them, have the same rights, privileges and advantages as regards dividends, voting at meetings of the Company and other matters as if they held the Shares from which the stock arose, but no such privilege or advantage (except participation in the dividends and profits of the Company) shall be conferred by any such aliquot part of stock as would not, if existing Shares, have conferred that privilege or advantage.

47. Such of the regulations of the Company as are applicable to paid-up Shares shall apply to stock, and the words “share” and “member” therein shall include “stock” and “stockholder”.

Alteration of Capital and Changes to Memorandum and Articles of Association

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

49. All new Shares shall be subject to the same provisions with reference to the payment of calls, lien, transfer, transmission, forfeiture and otherwise as the Shares in the original share capital.

50. The Company may, by Ordinary Resolution:

i. consolidate and divide all or any of its share capital into Shares of a larger amount than its existing Shares;

ii. sub-divide its existing Shares, or any of them, into Shares of smaller amounts than is fixed by the Memorandum; and

iii. 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.

51. Subject to any authorization or consent required by the Law or these Articles, the Company may by Special Resolution:

i. change its name;

ii. alter or add to these Articles;

iii. alter or add to the Memorandum with respect to any objects, powers or other matters specified therein; and

iv. reduce its share capital and any capital redemption reserve fund.

Redemption and Repurchase of Shares

52. Subject to the provisions of the Law, the Company may issue Shares on terms that they are to be redeemed or are liable to be redeemed at the option of the Company or at the option of a Member, on such terms and in such manner as the Directors may, at the time of or before the issue of such Shares, determine, or as may otherwise be determined from time to time.

53. The Directors may levy a charge of such amount as they may from time to time determine on the redemption of Shares of any class or series which are redeemed within such periods of the date of issue or in such other circumstances as the Directors may from time to time determine. Such charge may be waived by the Directors or paid to the Company or to such other person as the Directors may determine.

54. The timing of payments to a redeeming Member of the redemption proceeds to which such redeeming Member is entitled upon a redemption of Shares pursuant to these Articles, the amounts of each such payment, the currency in which such redemption proceeds shall be paid and the extent to which amounts may be withheld therefrom and the interest (if any) to be applied thereto shall be determined by the Directors from time to time.

55. Amounts payable to a redeeming Member in connection with the redemption of Shares may be paid in cash (unless the Directors determine to pay the redemption price (or any amount thereof) by way of delivery of assets in specie) and normally will be posted or sent by wire transfer upon the redeeming Member’s request and at his expense.

56. The nominal value of Shares may be redeemed out of the proceeds arising from the issue of an equal number of Shares and the premium (if any) on such Shares shall be paid from the Share Premium Account provided always that at the discretion of the Directors such Shares may be redeemed out of the profits of the Company which would otherwise have been available for dividends and any premiums thereon may be paid out of the profits of the Company or, if permitted by the Law, out of capital.

57. Upon the redemption of a Share being effected pursuant to these Articles, the redeeming Member shall cease to be entitled to any rights in respect thereof (excepting always the right to receive a dividend which has been declared in respect thereof prior to such redemption being effected or any redemption proceeds payable under these Articles) and accordingly his name shall be removed from the Register with respect thereto and the Share shall be available for re-issue as an unclassified Share and until re-issue shall form part of the unissued share capital of the Company.

58. Upon the redemption of any Shares being effected pursuant to these Articles, the Directors shall have the power to divide in specie the whole or any part of the assets of the Company and appropriate such assets in satisfaction or part satisfaction of the redemption price to one or more redeeming Members or Members being compulsorily redeemed on such terms as they may determine.

59. Subject to the provisions of the Law, the Company may purchase its own Shares (including any redeemable Shares) on such terms and in such manner as the Directors may determine and agree with a Member.

General Meetings

60. A general meeting shall be held once in every calendar year at such time and place as may be resolved by the Company in general meeting, or in default, at such time in the third month following that in which the anniversary of the Company’s incorporation occurs, and at such place as the Directors shall appoint.

61. General meetings shall also be convened on the requisition in writing of any Member or Members entitled to attend and vote at general meetings of the Company holding at least ten percent of the paid up voting share capital of the Company deposited at the Registered Office specifying the objects of the meeting for a date no later than 21 days from the date of deposit of the requisition signed by the requisitionists, and if the Directors do not convene such meeting for a date not later than 45 days after the date of such deposit, the requisitionists themselves may convene the general meeting in the same manner, as nearly as possible, as that in which general meetings may be convened by the Directors, and all reasonable expenses incurred by the requisitionists as a result of the failure of the Directors to convene the general meeting shall be reimbursed to them by the Company.

62. The Directors may, whenever they think fit, convene an extraordinary general meeting. If, at any time, there are not sufficient Directors capable of acting to form a quorum, any Director or any two Members of the Company may convene an extraordinary general meeting in the same manner as nearly as possible as that in which meetings are to be convened by Directors.

Notice of General Meetings

63. At least seven days’ notice (exclusive of the day on which notice is served or deemed to be served, but inclusive of the day for which notice is given) specifying the place, day and hour of meeting and, in case of special business, the general nature of that business shall be given in the manner hereinafter provided, or in such other manner, if any, as may be prescribed by the Directors or the Company in general meetings, to such persons as are, under the Articles, entitled to receive such notices from the Company, but with the consent of seventy-five per cent of the Members entitled to receive notice of some particular meeting, that meeting may be convened by such shorter notice and in such manner as those Members may think fit.

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

Proceedings at General Meetings

65. All business shall be deemed special that is transacted at any extraordinary general meeting, and also all that is transacted at an ordinary meeting, with the exception of sanctioning a dividend, consideration of the accounts, balance sheets, an ordinary report of the Directors or Auditors, the appointment and removal of Directors and the fixing of the remuneration of the Auditors.

66. No business shall be transacted at any general meeting unless a quorum of Members is present at the time when the meeting proceeds to business; save as herein otherwise provided, one or more Members present in person or by proxy and entitled to vote at that meeting shall form a quorum.

67. If, within half an hour from the time appointed for the meeting, a quorum is not present, the meeting, if convened upon the requisition of Members, shall be dissolved; in any other case it shall stand adjourned to the same day in the next week, at the same time and place, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting the Member or Members present and entitled to vote shall form a quorum.

68. 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, or if at any general meeting he is not present within fifteen minutes after the time appointed for holding the meeting or is unwilling to act as chairman, any Director or person nominated by the Directors shall preside as chairman, failing which the Members present 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 ten 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, except for general meetings requisitioned by the Members in accordance with these Articles, for any reason or for no reason, upon notice in writing to Members. 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 or one or more Members present in person or by proxy entitled to vote, and unless a poll is so demanded, a declaration by the chairman that a resolution has, on a show of hands, been carried, or carried unanimously, or by a particular majority, or lost, and an entry to that effect in the book of the proceedings of the Company, shall be conclusive evidence of the fact, without proof of the number or proportion of the votes recorded in favour of, or against, that resolution.

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

75. 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 Members

77. On a show of hands every holder of Shares present in person and every person representing such a Member by proxy shall have one vote. On a poll, every such person shall have one vote for each Share of which he is a holder.

78. In the case of joint holders the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the Register of Members.

79. A Member of unsound mind, or in respect of whom an order has been made by any court having jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, by his committee or other person in the nature of a committee appointed by that court, and any such committee or other person may, on a poll, vote by proxy.

80. No Member shall be entitled to vote at any general meeting of the Company unless all calls or other sums presently payable by him in respect of his voting Shares in the Company have been paid.

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

82. 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 Member of the Company.

83. The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of that power or authority shall be deposited at the registered office of the Company or at such other place as is specified for that purpose in the notice convening the meeting not less than forty-eight hours before the time for holding the meeting or adjourned meeting (subject to the discretion of the Directors to reduce this period from forty-eight hours to the time of the holding of the meeting) at which the person named in the instrument proposes to vote, and in default the instrument of proxy may not be treated as valid.

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

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 Members 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 Member of the Company 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 class of Members of the Company, and the person so authorised shall be entitled to exercise the same powers on behalf of the corporation which he represents as the corporation could exercise if it were an individual Member of the Company.

Directors

88. The minimum number of Directors shall be one, however, the Company may, from time to time change this limit by way of an Ordinary Resolution of the Company passed in general meeting.

89. The first Directors shall be appointed by way of a resolution of the Subscriber.

90. The remuneration of the Directors shall, from time to time, be determined by the Board of Directors. The Directors may also be reimbursed for any reasonable traveling or other expenses in connection with attendance at any meetings.

91. The Company in general meeting may fix a minimum shareholding required to be held by a Director, but unless and until such a shareholding qualification is fixed a Director is not required to hold Shares.

Powers and Duties of Directors

92. The business of the Company shall be managed by the Directors, who may pay all expenses incurred in getting up and registering the Company and may exercise all such powers of the Company as are not, by Law or these Articles, required to be exercised by the Company in general meeting, subject nevertheless, to any regulation of these Articles, to the Law and to such regulations, being not inconsistent with the aforesaid regulations or Law, as may be prescribed by the Company in general meeting; but no regulation made by the Company in general meeting shall invalidate any prior act of the Directors which would have been valid if that regulation had not been made.

93. The Directors may, from time to time, appoint one or more of their number to the office of managing director or some other person, whether or not being a Director, as manager for such term and at such remuneration as they may think fit; but where the person is a Director, his appointment as managing director or manager shall be subject to determination ipso facto if he ceases from any cause to be a Director, or if the Company in general meeting resolves that his tenure of office of managing director or manager be determined. Any other person appointed as manager is also subject to such determination.

94. Regarding any expenses that may be incurred in getting up and registering the Company as referred to in these Articles, the Directors may pay for such expenses out of the capital or any other monies of the Company. Any such expenses may be amortized over such period as the Directors may determine.

95. All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments and all receipts for monies paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed as the case may be in such manner as the Directors shall determine by resolution.

96. The Directors on behalf of the Company may pay a gratuity or pension or allowance on retirement to any Director who has held any other salaried office or place of profit with the Company or to his widow or dependants and may make contributions to any fund and pay premiums for the purchase or provision of any such gratuity, pension or allowance.

97. The Directors may exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking, property and uncalled capital or any part thereof and to issue debentures, debenture stock, mortgages, bonds and other such securities whether outright or as security for any debt, liability or obligation of the Company or of any third party.

98. The Directors shall cause minutes to be made in books provided for the purpose-

i. of all appointments of officers made by the Directors;

ii. of the names of the Directors present at each meeting of the Directors and of any committee of the Directors; and

iii. of all resolutions and proceedings at all meetings of the Company, and of the Directors and of committees of Directors.

Seal

99. A Seal, if the Directors determine to have one, of the Company shall not be affixed to any instrument except by the authority of a resolution of the Directors, and in the presence of a Director or such other person as the Directors may appoint for the purpose; and that Director or other person as aforesaid shall sign every instrument to which any seal of the Company is so affixed in their presence.

100. The Company may have for use in any place or places outside the Cayman Islands a duplicate Seal or Seals each of which shall be a facsimile of the common Seal of the Company and, if the Directors so determine, with the addition on its face of the name of every place where it is to be used.

101. A Director or officer, representative or attorney of the Company may without further authority of the Directors affix the Seal over his signature alone to any document of the Company required to be authenticated by him under seal or to be filed with the Registrar of Companies in the Cayman Islands or elsewhere wheresoever.

Disqualification of Directors

102. The office of a Director shall be vacated if:

i. he becomes bankrupt;

ii. he is found to be or becomes of unsound mind;

iii. he resigns his office by notice in writing to the Company;

iv. he dies; or

v. he is found to be or becomes of unsound mind; or

vi. all the other Directors of the Company (being not less than two in number) resolve that he should be removed as a Director.

Change of Directors

103. Subject to applicable laws, the Company may by Ordinary Resolution appoint any person to be a Director or may by Ordinary Resolution remove any Director.

104. Subject to applicable laws, the Directors may appoint any person to be a Director, either to fill a vacancy or as an additional Director provided that the appointment does not cause the number of Directors to exceed any number fixed by or in accordance with the Articles as the maximum number of Directors.

Proceedings of Directors

105. The Directors may meet together for the despatch of business, adjourn and otherwise regulate their meetings, as they think fit. Questions arising at any meeting shall be decided by a majority of votes. In the case of an equality of votes, the chairman shall have a second or casting vote.

106. A Director (or his alternate or any other office of the Company) may, at any time, summon a meeting of the Directors by at least three days’ notice in writing to every Director and alternate Director which notice shall set forth the general nature of the business to be considered unless notice is waived by all the Directors (or their alternates) either at, before or after the meeting is held.

107. The quorum necessary for the transaction of the business of the Directors may be fixed by the Directors, and unless so fixed shall be two if there are two or more Directors, and shall be one if there is only one Director.

108. A Director who is also an alternate Director shall be entitled in the absence of his appointor to a separate vote on behalf of his appointor in addition to his own vote and shall, if his appointor is not present, be counted in the quorum.

109. A person may participate in a meeting of the Directors or committee of Directors by conference telephone or other communications equipment by means of which all the persons participating in the meeting can communicate with each other at the sae time. Participation by a person in a meeting in this manner is treated as presence in person at that meeting. Unless otherwise determined by the Directors the meeting shall be deemed to be held at the place where the chairman is at the start of the meeting.

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

111. The Directors may elect a chairman of their meetings and determine the period for which he is to hold office; but if no such chairman is elected, or if at any meeting the chairman is not present within five minutes after the time appointed for holding the same, the Directors present may choose one of their number to be chairman of the meeting.

112. A Director but not an alternate Director may be represented at any meetings of the board of Directors by a proxy appointed in writing by him. The proxy shall count towards the quorum and the vote of the proxy shall for all purposes be deemed to be that of the appointing Director.

113. A resolution in writing (in one or more counterparts) signed by all the Directors or all the members of a committee of Directors (an alternate Director being entitled to sign such a resolution on behalf of his appointor) shall be as valid and effectual as if it had been passed at a meeting of the Directors, or committee of Directors as the case may be, duly convened and held.

114. The Directors may delegate any of their powers to committees consisting of such member or members of the body of Directors as the Directors 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.

115. A committee may elect a chairman of its meetings; if no such chairman is elected, or if at any meeting the chairman is not present within five minutes after the time appointed for holding the same, the members present may choose one of their number to be chairman of the meeting.

116. A committee may meet and adjourn as it thinks proper. Questions arising at any meeting shall be determined by a majority of the votes of the members present and, in the case of an equality of votes, the chairman shall have a second or casting vote.

117. All acts done by any meeting of the Directors or of a committee of Directors or by any person acting as a Director (including his alternate) shall, notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such Director or his alternate Director, 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 or alternate Director as the case may be.

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

Declaration of Directors’ Interests

119. A Director may hold any other office or place of profit under the Company in conjunction with his office of Director for such period and on such terms as to remuneration and otherwise as the Directors may determine.

120. A Director shall not enter into a contract in a non-officer position as Auditor of the Company.

121. A Director may act by himself or his firm in a professional capacity for the Company and he or his firm shall be entitled to remuneration for professional services as if he were not a Director or alternate Director.

122. A Director or alternate Director of the Company may be or become a director or other officer of or otherwise interested in any company promoted by the Company or in which the Company may be interested as shareholder or otherwise, and no such Director or alternate Director shall be accountable to the Company for any remuneration or other benefits received by him as a director or officer of, or from his interest in, such other company.

123. No person shall be disqualified from the office of Director or alternate Director or prevented by such office from contracting with the Company, either as vendor, purchaser or otherwise, nor shall any such contract or any contract or transaction entered into by or on behalf of the Company in which any Director or alternate Director shall be in any way interested be or be liable to be avoided, nor shall any Director or alternate Director so contracting or being so interested be liable to account to the Company for any profit realised by any such contract or transaction by reason of such Director holding office or of the fiduciary relation thereby established. A Director (or his alternate Director in his absence) shall be at liberty to vote in respect of any contract or transaction in which he is interested provided that the nature of the interest of any Director or alternate Director in any such contract or transaction shall be disclosed by him at or prior to its consideration and any vote thereon.

124. A general notice that a Director or alternate Director is a shareholder, director, officer or employee of any specified firm or company and is to be regarded as interested in any transaction with such firm or company shall be sufficient disclosure for the purposes of voting on a resolution in respect of a contract or transaction in which he has an interest, and after such general notice it shall not be necessary to give special notice relating to any particular transaction.

Delegation of Directors’ Powers To Persons Other Than Committees

125. The Directors may by power of attorney or otherwise appoint any person to be the agent of the Company on such conditions as the Directors may determine, provided that the delegation is not to the exclusion of their own powers and may be revoked by the Directors at any time.

126. The Directors may by power of attorney or otherwise appoint any company, firm, person or body of persons, whether nominated directly or indirectly by the Directors, to be the attorney or authorised signatory of the Company for such purpose and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Directors under these Articles) and for such period and subject to such conditions as they may think fit, and any such powers of attorney or other appointment may contain such provisions for the protection and convenience of persons dealing with any such attorneys or authorised signatories 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 discretions vested in him.

127. The Directors may appoint such officers as they consider necessary on such terms, at such remuneration and to perform such duties, and subject to such provisions as to disqualification and removal as the Directors may think fit. Unless otherwise specified in the terms of his appointment an officer may be removed by resolution of the Directors or Members.

128. The Directors may appoint any one or more persons to act, or remove any one or more persons from so acting, as service providers to the Company and the Directors may entrust to and confer upon such persons any of the powers exercisable by them as Directors upon such terms and conditions including the right to remuneration payable by, and indemnification from, the Company and with such restrictions and with such powers of delegation as they may determine and either collaterally with or to the exclusion of their own powers. Any such provider may be appointed or removed by the Directors at any time without notice to, or the consent of, the Members.

Appointment of Alternates

129. Any Director (other than an alternate Director) may by writing appoint any other Director, or any other person willing to act, to be an alternate Director and by writing may remove from office an alternate Director so appointed by him.

130. An alternate Director shall be entitled to receive notice of all meetings of Directors and of all meetings of committees of Directors of which his appointor is a member, to attend and vote at every such meeting at which the Director appointing him is not personally present, and generally to perform all the functions of his appointor as a Director in his absence.

131. An alternate Director shall cease to be an alternate Director if his appointor ceases to be a Director.

132. Any appointment or removal of an alternate Director shall be by notice to the Company signed by the Director making or revoking the appointment or in any other manner approved by the Directors.

133. An alternate Director shall be deemed for all purposes to be a Director and shall alone be responsible for his own acts and defaults and shall not be deemed to be the agent of the Director appointing him.

Dividends and Reserve

134. Subject to the Law and this Article, the Directors may declare Dividends and distributions on Shares in issue and authorise payment of the Dividends or distributions out of the funds of the Company lawfully available therefor. No Dividend or distribution shall be paid except out of the realised or unrealised profits of the Company, or out of the Share Premium Account or as otherwise permitted by the Law.

135. Except as otherwise provided by the rights attached to Shares, all Dividends shall be declared and paid according to the par value of the Shares that a Member holds. If any Share is issued on terms providing that it shall rank for Dividend as from a particular date, that Share shall rank for Dividend accordingly.

136. The Directors may deduct from any Dividend or distribution payable to any Member all sums of money (if any) then payable by him to the Company on account of calls or otherwise.

137. The Directors may declare that any Dividend or distribution be paid wholly or partly by the distribution of specific assets and in particular of shares, debentures, or securities of any other company or in any one or more of such ways and where any difficulty arises in regard to such distribution, the Directors may settle the same as they think expedient and in particular may issue fractional Shares and fix the value for distribution of such specific assets or any part thereof and may determine that cash payments shall be made to any Members upon the basis of the value so fixed in order to adjust the rights of all Members and may vest any such specific assets in trustees as may seem expedient to the Directors.

138. Any Dividend, distribution, interest or other monies payable in cash in respect of Shares may be paid by wire transfer to the holder or by cheque or warrant sent through the post directed to the registered address of the holder or, in the case of joint holders, to the registered address of the holder who is first named on the Register of Members or to such person and to such address as such holder or joint holders may in writing direct. Every such cheque or warrant shall be made payable to the order of the person to whom it is sent. Any one of two or more joint holders may give effectual receipts for any Dividends, bonuses, or other monies payable in respect of the Share held by them as joint holders.

139. No Dividend or distribution shall bear interest against the Company.

140. Any Dividend which cannot be paid to a Member and/or which remains unclaimed after six months from the date of declaration of such Dividend may, in the discretion of the Directors, be paid into a separate account in the Company’s name, provided that the Company shall not be constituted as a trustee in respect of that account and the Dividend shall remain as a debt due to the Member. Any Dividend which remains unclaimed after a period of six years from the date of declaration of such Dividend shall be forfeited and shall revert to the Company.

Capitalisation

141. The Directors may capitalise any sum standing to the credit of any of the Company’s reserve accounts (including the Share Premium Account and capital redemption reserve fund) or any sum standing to the credit of profit and loss account or otherwise available for distribution and to appropriate such sum to Members in the proportions in which such sum would have been divisible amongst them had the same been a distribution of profits by way of Dividend and to apply such sum on their behalf in paying up in full unissued Shares for allotment and distribution credited as fully paid-up to and amongst them in the proportion aforesaid. In such event the Directors shall do all acts and things required to give effect to such capitalisation, with full power to the Directors to make such provisions as they think fit for the case of Shares becoming distributable in fractions (including provisions whereby the benefit of fractional entitlements accrue to the Company rather than to the Members concerned). The Directors may authorise any person to enter on behalf of all of the Members interested into an agreement with the Company providing for such capitalisation and matters incidental thereto and any agreement made under such authority shall be effective and binding on all concerned.

Share Premium Account

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

143. 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 Law, out of capital.

Accounts

144. The Directors shall cause proper books of account to be kept with respect to-

i. all sums of money received and expended by the Company and the matters in respect of which the receipt or expenditure takes place; and

ii. all sales and purchases of goods by the Company and the assets and liabilities of the Company.

145. In accordance with the Law, proper books shall not be deemed to be kept if there are not kept such books of account as are necessary to give a true and fair view of the state of the Company’s affairs and to explain its transactions.

146. The books of account shall be kept at such place or places as the Directors think fit and shall always be open to inspection of the Directors.

147. The Directors shall, from time to time, determine whether and to what extent, at what times and places and under what conditions or regulations the accounts and books of the Company or any of them shall be open to the inspection of Members not being Directors, and no Member (not being a Director) shall have any right of inspecting any account, book or document of the Company except as conferred by law or authorized by the Directors of the Company in general meeting.

148. At the ordinary general meeting in every year the Directors may cause to be prepared and may lay before the Company a profit and loss account and a balance sheet for the period since the preceding account or, (in the case of the first ordinary general meeting) since the commencement of business by the Company, made up to a date not more than six months before such meeting.

149. A copy of every balance sheet (including every document required by law to be annexed thereto) which is to be laid before the Company in general meeting together with a copy of the Auditor’s report ma, at any time prior to the date of the meeting, be sent to all persons entitled to receive notices of general meetings of the Company.

Audit

150. The Directors may, on behalf of the Company, enter into a contract with an Auditor who shall remain the Auditor of the Company until removed from office by a resolution of the Directors, and may fix his or their remuneration.

151. 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 Auditor.

152. 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 in the case of a company which is registered with the Registrar of Companies as an ordinary company, and at the next extraordinary general meeting following their appointment in the case of a company which is registered with the Registrar of Companies as an exempted company, and at any other time during their term of office, upon request of the Directors or any general meeting of the Members.

153. No Auditor shall be deemed to be an officer or Director of the Company for any reason and no Director or officer of the Company may act as Auditor.

154. In not being an officer, no Auditor shall have the benefit of any of the indemnity provisions of these Articles.

Notices

155. Notices shall be in writing and may be given by the Company to any Member either personally or by sending it by courier, post, cable, telex, fax or e-mail to him or to his address as shown in the Register of Members (or where the notice is given by e-mail by sending it to the e-mail address provided by such Member). Any notice, if posted from one country to another, is to be sent airmail.

156. Where a notice is sent by courier, service of the notice shall be deemed to be effected by delivery of the notice to a courier company, and shall be deemed to have been received on the third day (not including Saturdays or Sundays or public holidays) following the day on which the notice was delivered to the courier. Where a notice is sent by post, service of the notice shall be deemed to be effected by properly addressing, pre paying and posting a letter containing the notice, and shall be deemed to have been received on the fifth day (not including Saturdays or Sundays or public holidays) following the day on which the notice was posted. Where a notice is sent by cable, telex or fax, service of the notice shall be deemed to be effected by properly addressing and sending such notice and shall be deemed to have been received on the same day that it was transmitted. Where a notice is given by e-mail service shall be deemed to be effected by transmitting the e-mail to the e-mail address provided by the intended recipient and shall be deemed to have been received on the same day that it was sent, and it shall not be necessary for the receipt of the e-mail to be acknowledged by the recipient.

157. A notice may be given by the Company to the person or persons which the Company has been advised are entitled to a Share or Shares in consequence of the death or bankruptcy of a Member in the same manner as other notices which are required to be given under these Articles and shall be addressed to them by name, or by the title of representatives of the deceased, or trustee of the bankrupt, or by any like description at the address supplied for that purpose by the persons claiming to be so entitled, or at the option of the Company by giving the notice in any manner in which the same might have been given if the death or bankruptcy had not occurred.

158. Notice of every general meeting shall be given in any manner hereinbefore authorised to every person shown as a Member in the Register of Members on the record date for such meeting except that in the case of joint holders the notice shall be sufficient if given to the joint holder first named in the Register of Members and every person upon whom the ownership of a Share devolves by reason of his being a legal personal representative or a trustee in bankruptcy of a Member of record where the Member of record but for his death or bankruptcy would be entitled to receive notice of the meeting, and no other person shall be entitled to receive notices of general meetings.

Winding Up

159. 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.

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

Indemnity

161. Every Director, officer or servant of the Company shall be indemnified out of the assets of the Company against all costs, charges, expenses, losses and liabilities incurred by him (a) in the conduct of the Company’s business, or (b) in the discharge of his duties, provided that no Director, officer or servant of the Company shall be liable (c) for the acts, defaults or omissions of any other Director, officer or servant of the Company, or (d) by reason of his having joined in any receipt for money not received by him personally, or (e) for any loss on account of defect of title to any property acquired by the Company, or (f) on the account of the insufficiency of any security in or upon which any moneys of the Company shall be invested, or (g) for any loss incurred through any bank, broker or other agent, or (h) for any loss occasioned by any error of judgment or oversight on his part, or (i) for any loss, damage, or misfortune whatever which shall happen in the execution of the duties of his office or in relation thereto, unless the same shall happen through his own dishonesty, willful default or actual fraud.

162. Any Director, officer or servant of the Company seeking the benefit of the foregoing indemnity provision may apply to the Company for an advance of reasonable attorneys’ fees and other costs and expenses incurred in connection with the defence of any action, suit, proceeding or investigation involving such person for which indemnity will or could be sought. In connection with any advance of any expenses actually approved by a resolution of the Directors, the person seeking the indemnification shall execute an undertaking to repay the advanced amount to the Company if it shall be determined by final judgment or other final adjudication that such person was not entitled to indemnification pursuant to this Article. If it shall be determined by a final judgment or other final adjudication that such person was not entitled to indemnification with respect to such judgment, costs or expenses, then such party shall not be indemnified with respect to such judgment, costs or expenses and any advancement shall be returned to the Company (without interest) by such person.

163. The Directors, on behalf of the Company, may purchase and maintain insurance for the benefit of any Director or other officer of the Company against any liability which, by virtue of any rule of law, would otherwise attach to such person in respect of any negligence, default, breach of duty or breach of trust of which such person may be guilty in relation to the Company.

164. No Auditor shall be deemed to be a director, an officer or servant of the Company for the purpose of the foregoing provisions and no Auditor shall have the benefit of the foregoing indemnity provisions.

Financial Year

165. Unless the Directors otherwise prescribe, the financial year of the Company shall end on 30 September in each year and, following the year of incorporation, shall begin on 1st October in each year.

Transfer by way of Continuation

166. Subject to the provisions of the Law and with the approval of a Special Resolution, the Company shall have the power to register by way of continuation as a body corporate under the laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands.

Registered Office

167. Subject to applicable laws, the Company may by resolution of the Directors change the location of its Registered Office.

Exhibit 3.2

THE COMPANIES LAW (AS AMENDED)

OF THE CAYMAN ISLANDS

COMPANY LIMITED BY SHARES

SECOND AMENDED AND RESTATED

MEMORANDUM AND ARTICLES OF ASSOCIATION

RUHNN HOLDING LIMITED

(adopted by special resolutions of the Company dated March 5, 2019 with effect immediately prior to the completion of the Company’s initial public offering of its Class A Ordinary Shares represented by American Depository Shares)

THE COMPANIES LAW (AS AMENDED)

OF THE CAYMAN ISLANDS

COMPANY LIMITED BY SHARES

SECOND AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION

RUHNN HOLDING LIMITED

1. The name of the Company is Ruhnn Holding Limited.

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 Member is limited to the amount from time to time unpaid on such Member’s shares.

7. The authorized share capital of the Company is US$1 divided into 1,000,000,000 shares comprising of (i) 812,295,750 Class A Ordinary Shares with a par value of US$0.000000001 each and (ii) 187,704,250 Class B Ordinary Shares with a par value of US$0.000000001 each; provided always that subject to the Companies Law (As Amended) and the Articles of Association the Company shall have power to redeem or purchase any of its shares and to sub-divide or consolidate the said shares or any of them and to issue all or any part of its capital whether original, redeemed, increased or reduced with or without any preference, priority, special privilege or other rights or subject to any postponement of rights or to any conditions or restrictions whatsoever and so that unless the conditions of issue shall otherwise expressly provide every issue of shares whether stated to be ordinary, preference or otherwise shall be subject to the powers on the part of the Company hereinbefore provided.

8. The Company has power to register by way of continuation as a body corporate limited by shares under the laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands.

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

THE COMPANIES LAW (AS AMENDED)

OF THE CAYMAN ISLANDS

COMPANY LIMITED BY SHARES

SECOND AMENDED AND RESTATED ARTICLES OF ASSOCIATION

RUHNN HOLDING LIMITED

Interpretation

1. In these Articles Table A in the First Schedule to the Companies Law (As Amended) does not apply and, unless there is something in the subject or context inconsistent therewith:

“ 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 (1) 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 the trustee or administrator of such trust (in their capacity as such trustee or administrator), 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.

“ Auditor ”		means the person for the time being performing the duties of auditor of the Company (if any). The Auditor shall not be deemed to be an officer of the Company pursuant to these Articles or any agreement entered into between the Company and the Auditor.

“ 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.

“ Class A Ordinary Shares ”		means the class A ordinary shares with a par value of US$0.000000001 each of the Company and having the rights provided for in these Articles.

“ Class B Ordinary Shares ”		means the class B ordinary shares with a par value of US$0.000000001 each of the Company and having the rights provided for in these Articles.

“ Company ”		means the above named company.

“ Company’s Website ”		means the main corporate and investors relations website of the Company, the address or domain name of which has been notified to Members.

“ 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.

“ Dividend ”		includes an interim dividend.

“ 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 Record ”		has the same meaning as in the Electronic Transactions Law.

“ Electronic Transactions Law ”		means the Electronic Transactions Law (2003 Revision) of the Cayman Islands.

“ Functional Currency ”		means, with respect to the Shares of any class, such currency as the Directors may from time to time determine as being the currency in which such Shares shall be subscribed, valued and/or redeemed pursuant to these Articles notwithstanding the currency of the par value thereof.

“ Law ”		means the Companies Law (As Amended) of the Cayman Islands, as the same may be further amended or revised from time to time.

“ Member ”		has the same meaning as in the Law.

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

“ Ordinary Resolution ”		means a resolution passed by a simple majority of the Members as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting, and includes a unanimous written resolution. In computing the majority, regard shall be had to the number of votes to which each Member is entitled by the Articles.

“ Ordinary Shares ”		means the Class A Ordinary Shares and Class B Ordinary Shares.

“ 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 of Members ”		means the register maintained in accordance with the Law and includes (except where otherwise stated) any duplicate Register of Members.

“ Registered Office ”		means the registered office for the time being of the Company located in the Cayman Islands

“ Seal ”		means any common seal of the Company and includes any duplicate seal or facsimile seal.

“ Securities Act ”		means the Securities Act of 1933 of the United States, 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 ” or “ Shares ”		means a share or shares in the capital of the Company issued subject to and in accordance with the provisions of the Law and these Articles, and having the rights and being subject to the restrictions as provided for under these Articles with respect to such Share. All references to “Shares” herein shall be deemed to be Shares of any or all classes or series as the context may require and shall include a fraction of a share.

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

“ Special Resolution ”		has the same meaning as in the Law, and includes a unanimous written resolution.

“ Subscriber ”		means the subscriber to the Memorandum.

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

2. In the interpretation of these Articles, the following provisions apply unless the context otherwise requires:

i. words importing the singular number include the plural number and vice versa;

ii. words importing the masculine gender include the feminine gender;

iii. words importing persons include corporations;

iv. reference to “in writing” shall be construed as written or represented by any means reproducible in writing, including any form of print, Iithograph, email, facsimile, photograph or telex or represented by any other substitute or format for storage or transmission for writing or partly one and partly another;

v. any requirements as to delivery under the Articles include delivery in the form of an Electronic Record or an electronic communication;

vi. 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 Transactions Law;

vii. references to provisions of any law or regulation shall be construed as references to those provisions as amended, modified, re-enacted or replaced from time to time;

viii. 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;

ix. any phrase introduced by the terms “including”, “include”, “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms;

x. all headings are inserted for reference only and shall be ignored in construing these Articles; and

xi. sections 8 and 19 of the Electronic Transactions Law shall not apply.

Commencement of Business

3. The business of the Company may be commenced as soon after incorporation as the Directors shall see fit.

4. 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.

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

Shares

6. 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 approval of the existing Members, (i) allot, issue, grant options over or otherwise dispose of such Shares (including fractions of a Share) with or without preferred, deferred or other special rights or restrictions (all or any of which may be greater than the rights of Ordinary Shares), (ii) issue shares, grant rights over existing shares or issue other securities in one or more series as they deem necessary and appropriate and determine designations, powers, preferences, privileges and other rights, whether in regard to dividend, voting, return of share capital or otherwise (all or any of which may be greater than the rights of Ordinary Shares) to such persons, at such times and on such other terms as the Directors think proper.

7. The Directors may authorise the division of Shares into any number of classes and series and the different classes and series 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 and series (if any) and the relevant Functional Currency thereof shall be fixed and determined by the Directors or by a Special Resolution. The pro rata portion of the Company’s assets that may be attributed to each class or series may be invested together with the pro rata portion of the Company’s assets that may be attributed to each other class or series as designated from time to time.

8. With respect to any series of preferred shares, the Directors may determine the terms and rights of that series, including:

i. 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;

ii. 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;

iii. 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 preferred shares;

iv. 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;

v. 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;

vi. 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;

vii. 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;

viii. 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;

ix. 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

x. 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.

9. 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.

10. The Company shall not issue Shares to bearer.

11. The Directors may resolve to accept non-cash assets in satisfaction (in whole or in part) of the subscription price or the issue price of any Shares.

Class A Ordinary Shares and Class B Ordinary Shares

12. Holders of Class A Ordinary Shares and Class B Ordinary Shares shall at all times vote together as one class on all resolutions submitted to a vote by the Members. Each Class A Ordinary Share shall be entitled to one (1) vote on all matters subject to vote at general meetings of the Company, and each Class B Ordinary Share shall be entitled to ten (10) votes on all matters subject to vote at general meetings of the Company.

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

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

15. Upon any sale, transfer, assignment or disposition of any Class B Ordinary Share by a Member to any person who is not an Affiliate of such Member, or upon a change of beneficial ownership of any Class B Ordinary Share as a result of which any Person who is not an Affiliate of the registered Member of such Share becomes a beneficial owner of such Share, 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 of Members; 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 any contractual or legal obligations shall not be deemed as a sale, transfer, assignment or disposition unless and until any such pledge, charge, encumbrance or other third party right is enforced and results in the third party who is not an Affiliate of the relevant Member becoming a beneficial owner of the relevant Class B Ordinary Shares, in which case all the related Class B Ordinary Shares shall be automatically converted into the same number of Class A Ordinary Shares. For purpose of this Article 15, beneficial owner or beneficial ownership shall have the meaning set forth in Rule 13d-3 under the United States Securities Exchange Act of 1934, as amended.

16. Save and except for voting rights and conversion rights as set out in Articles 12 to 16 (inclusive), the Class A Ordinary Shares and the Class B Ordinary Shares shall rank pari passu with one another and shall have the same rights, preferences, privileges and restrictions.

Variation of Rights Attached to Shares

17. If at any time the share capital of the Company is divided into different classes of Shares, the rights attached to any class (unless otherwise provided by the terms of issue of the Shares of that class) may be varied with the consent in writing of the holders of not less than three-fourths of the issued Shares of that class, or with the sanction of a special resolution passed by the holders of Shares of that class present in person or by proxy at a separate general meeting of the holders of the Shares of that class. To every such separate general meeting all the provisions of these Articles relating to general meetings of the Company or to the proceedings thereat shall, mutatis mutandis, apply, but so that the necessary quorum shall be one or more persons at least holding or representing by proxy one-third in nominal or par value amount of the issued Shares of the relevant class (but so that if at any adjourned meeting of such holders a quorum as above defined is not present, those Members 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 holder of Class A Ordinary Share(s) present in person or by proxy shall on a poll have one (1) vote for each Class A Ordinary Share held by him and every holder of Class B Ordinary Share present in person or by proxy shall on a poll have ten (10) votes for each Class B Ordinary Share held by him.

18. For the purposes of convening and holding a meeting pursuant to the preceding Article, the Directors may treat all the classes or any two or more classes as forming one class if they consider that the variation or abrogation of the rights attached to such classes proposed for consideration at such meeting is the same variation or abrogation for all such relevant classes, but in any other case shall treat them as separate classes.

19. The rights conferred upon the holders of the Shares of any class shall not be deemed to be materially adversely varied or abrogated by, inter alia, the creation, allotment or issue of further Shares ranking pari passu with or subsequent to them, the redemption or purchase of any Shares, the conversion of Shares or by the passing of any Directors’ resolution to change or vary any investment objective, investment technique and strategy and/or investment policy in relation to a class of Shares or any modification of the fees payable to any service provider to the Company.

Register of Members

20. The Company shall maintain or cause to be maintained the Register of Members.

21. For the purpose of determining Members entitled to notice of, or to vote at any meeting of Members or any adjournment thereof, or Members entitled to receive payment of any Dividend, or in order to make a determination of Members for any other purpose, the Directors may provide that the Register of Members shall be closed for transfers for a stated period which shall not in any case exceed thirty days. If the Register of Members shall be closed for the purpose of determining Members entitled to notice of, or to vote at, a meeting of Members the Register of Members shall be closed for at least ten days immediately preceding the meeting.

22. In lieu of, or apart from, closing the Register of Members, the Directors may fix in advance or arrears a date as the record date for any such determination of Members entitled to notice of, or to vote at any meeting of the Members or any adjournment thereof, or for the purpose of determining the Members entitled to receive payment of any Dividend or in order to make a determination of Members for any other purpose.

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

Certificates

24. A Member shall only be entitled to a share certificate if the Directors resolve that share certificates shall be issued. Share certificates representing Shares, if any, shall be in such form as the Directors may determine. Share certificates shall be signed by one or more Directors or other person authorised by the Directors. The Directors may authorise certificates to be issued with the authorised signature(s) affixed by mechanical process. All certificates for Shares shall be consecutively numbered or otherwise identified and shall specify the Shares to which they relate. All certificates surrendered to the Company for transfer shall be cancelled and subject to these Articles no new certificate shall be issued until the former certificate representing a like number of relevant Shares shall have been surrendered and cancelled.

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

26. The Company shall not be bound to issue more than one certificate for Shares held jointly by more than one person and delivery of a certificate to one joint holder shall be a sufficient delivery to all of them. 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.

27. If a share certificate is defaced, lost or destroyed, it may be renewed on payment of such fee as determined by the directors, if any, and on such terms, if any, as to the evidence and indemnity, as the Directors think fit.

Fractional Shares

28. 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

29. The Company shall have a lien on every Share (not being a fully-paid Share) for all moneys (whether presently payable or not) called or payable at a fixed time in respect of that Share, and the Company shall also have a lien on all Shares (other than fully-paid Shares) standing registered in the name of a single person for all moneys presently payable by him or his estate to the Company; but the Directors may, at any time, declare any share to be wholly or in part exempt from this Article. The Company’s lien, if any, on any Share shall extend to all dividends payable thereon.

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

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

32. The proceeds of the sale shall be received by the Company and applied in payment of such part of the amount in respect of which the lien exists as is presently payable, and the residue 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 at the date of the sale.

Calls on Shares

33. The Directors may, from time to time, make calls upon the Members in respect of any moneys unpaid on their Shares.

34. Each Member shall (subject to receiving at least fourteen days’ notice specifying the time or times of payment) pay to the Company at the time or times so specified the amount called on his Shares.

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

36. 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 six per cent 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.

37. 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.

38. The Directors may make arrangements on the issue of Shares for a difference between the holders in the amount of calls to be paid and in the times of payment.

39. The Directors may, if they think fit, receive from any Member willing to advance the same all or any part of the moneys uncalled and unpaid upon any 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 as may be agreed upon between the Member paying the sum in advance and the Directors.

Transfer and Transmission of Shares

40. The instrument of transfer of any Share shall be executed by or on behalf of the transferor (and if the Directors so require, signed by the transferee) and the transferor shall be deemed to remain a holder of the Share until the name of the transferee is entered in the Register of Members in respect thereof.

41. Subject to applicable laws of the Cayman Islands and these Articles, Shares may be transferred in any usual or common form approved by the Directors.

42. 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. 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; or

v. the Shares transferred are free of any lien in favour of the Company; or

vi. 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.

43. The registration of transfers may, on 14 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 of Members closed at such times and for such periods as the Directors may, in their absolute discretion, from time to time determine, provided always that such registration of transfer shall not be suspended nor the Register of Members closed for more than thirty calendar days in any calendar year. 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 one calendar month 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.

44. The legal personal representative of a deceased sole holder of a Share shall be the only person that may be recognized by the Company as having title to the Share. In the case of a Share registered in the name of two or more holders, the survivors. Survivor or the legal personal representatives of the deceased survivor shall be the only person recognized by the Company as having title to the Share.

45. Any person becoming entitled to a Share in consequence of the death or bankruptcy of a Member 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 Member 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.

46. A person becoming entitled to a Share by reason of the death or bankruptcy of the holder shall be entitled to the same dividends and other advantages to which he would be entitled if he were the registered holder of the Share, except that he shall, before being registered as a Member in respect of the Share, be entitled in respect of it to exercise any right conferred by membership in relation to meetings of the Company.

47. The Company shall not be bound by or compelled to recognise in any way (even when notified) any equitable, contingent, future or partial interest in any Share, or (except only as is otherwise provided by these Articles or the Law) any other rights in respect of any Share other than an absolute right to the entirety thereof in the registered holder.

Forfeiture of Shares

48. If a Member fails to pay any call or instalment of a call on the day appointed for payment thereof, the Directors may, at any time thereafter during such time as any part of such call or instalment remains unpaid, serve a notice on such Member requiring payment of so much of the call or instalment as is unpaid, together with any interest which may have accrued.

49. Such notice shall name a further day (not earlier than the expiration of fourteen 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.

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

51. 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.

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

53. A statutory declaration in writing that the declarant is a Director of the Company, and that a Share in the Company has been duly forfeited on a date stated in the declaration, shall be conclusive evidence of the facts therein stated as against all persons claiming to be entitled to the Share. The Company may receive the consideration, if any, given for the Share on any sale or disposition thereof and may execute a transfer of the Share in favour of the person to whom the Share is sold or disposed of and he shall thereupon be registered as the holder of the Share, and shall not be bound to see to the application of the purchase money, if any, nor shall his title to the share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or disposal of the Share.

54. The provisions of these Articles as to forfeiture shall apply in the case of nonpayment 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 been payable by virtue of a call duly made and notified.

55. The Company may, by Ordinary Resolution, convert any paid-up Shares into stock, and reconvert any stock into paid-up Shares of any denomination.

56. The holders of stock may transfer the same, or any part thereof, in the same manner and subject to the same terms as and subject to which the Shares from which the stock arose might prior to the conversion have been transferred, or as near thereto as circumstances admit; but the Directors may, from time to time, fix the minimum amount of stock transferrable and restrict or forbid the transfer of fractions of that minimum, but the minimum shall not exceed the nominal amount of the Shares from which the stock arose.

57. The holders of stock shall, according to the amount of the stock held by them, have the same rights, privileges and advantages as regards dividends, voting at meetings of the Company and other matters as if they held the Shares from which the stock arose, but no such privilege or advantage (except participation in the dividends and profits of the Company) shall be conferred by any such aliquot part of stock as would not, if existing Shares, have conferred that privilege or advantage.

58. Such of the regulations of the Company as are applicable to paid-up Shares shall apply to stock, and the words “share” and “member” therein shall include “stock” and “stockholder”.

Alteration of Capital and Changes to Memorandum and Articles of Association

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

60. All new Shares shall be subject to the same provisions with reference to the payment of calls, lien, transfer, transmission, forfeiture and otherwise as the Shares in the original share capital.

61. The Company may, by Ordinary Resolution:

i. consolidate and divide all or any of its share capital into Shares of a larger amount than its existing Shares;

ii. sub-divide its existing Shares, or any of them, into Shares of smaller amounts than is fixed by the Memorandum; and

iii. 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.

62. Subject to any authorization or consent required by the Law or these Articles, the Company may by Special Resolution:

i. change its name;

ii. alter or add to these Articles;

iii. alter or add to the Memorandum with respect to any objects, powers or other matters specified therein; and

iv. reduce its share capital and any capital redemption reserve fund.

Redemption and Repurchase of Shares

63. Subject to the provisions of the Law, the Company may issue Shares on terms that they are to be redeemed or are liable to be redeemed at the option of the Company or at the option of a Member, on such terms and in such manner as the Directors may, at the time of or before the issue of such Shares, determine, or as may otherwise be determined from time to time.

64. The Directors may levy a charge of such amount as they may from time to time determine on the redemption of Shares of any class or series which are redeemed within such periods of the date of issue or in such other circumstances as the Directors may from time to time determine. Such charge may be waived by the Directors or paid to the Company or to such other person as the Directors may determine.

65. The timing of payments to a redeeming Member of the redemption proceeds to which such redeeming Member is entitled upon a redemption of Shares pursuant to these Articles, the amounts of each such payment, the currency in which such redemption proceeds shall be paid and the extent to which amounts may be withheld therefrom and the interest (if any) to be applied thereto shall be determined by the Directors from time to time.

66. Amounts payable to a redeeming Member in connection with the redemption of Shares may be paid in cash (unless the Directors determine to pay the redemption price (or any amount thereof) by way of delivery of assets in specie) and normally will be posted or sent by wire transfer upon the redeeming Member’s request and at his expense.

67. The nominal value of Shares may be redeemed out of the proceeds arising from the issue of an equal number of Shares and the premium (if any) on such Shares shall be paid from the Share Premium Account provided always that at the discretion of the Directors such Shares may be redeemed out of the profits of the Company which would otherwise have been available for dividends and any premiums thereon may be paid out of the profits of the Company or, if permitted by the Law, out of capital.

68. Upon the redemption of a Share being effected pursuant to these Articles, the redeeming Member shall cease to be entitled to any rights in respect thereof (excepting always the right to receive a dividend which has been declared in respect thereof prior to such redemption being effected or any redemption proceeds payable under these Articles) and accordingly his name shall be removed from the Register with respect thereto and the Share shall be available for re-issue as an unclassified Share and until re-issue shall form part of the unissued share capital of the Company.

69. Upon the redemption of any Shares being effected pursuant to these Articles, the Directors shall have the power to divide in specie the whole or any part of the assets of the Company and appropriate such assets in satisfaction or part satisfaction of the redemption price to one or more redeeming Members or Members being compulsorily redeemed on such terms as they may determine.

70. Subject to the provisions of the Law, the Company may purchase its own Shares (including any redeemable Shares) on such terms and in such manner as the Directors may determine and agree with a Member.

Treasury Shares

71. Shares that the Company purchases, redeems or acquires by way of surrender in accordance with the Law shall be held as treasury shares and not treated as cancelled if:

i. the Directors so determine prior to the purchase, redemption or surrender of those shares; and

ii. the relevant provisions of the Law are otherwise complied with.

72. The Directors may allot Shares as fully paid up bonus shares in respect of a treasury share and Shares allotted as fully paid up bonus shares in respect of a treasury share shall be treated as treasury shares.

73. Treasury shares shall have the rights as set out under the Law and may be disposed of by the Company in accordance with the Law and otherwise on such terms and conditions as the Directors determine.

General Meetings

74. The Company may (but is not 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. All general meetings other than annual general meetings shall be called extraordinary general meetings.

75. Extraordinary general meetings shall be convened on the requisition in writing of any Member or Members entitled to attend and vote at general meetings of the Company representing in aggregate not less than one-third of the votes attaching to the outstanding shares of the Company deposited at the Registered Office specifying the objects of the meeting for a date no later than 21 days from the date of deposit of the requisition signed by the requisitionists, and if the Directors do not convene such meeting for a date not later than 45 days after the date of such deposit, the requisitionists themselves may convene the general meeting in the same manner, as nearly as possible, as that in which general meetings may be convened by the Directors, and all reasonable expenses incurred by the requisitionists as a result of the failure of the Directors to convene the general meeting shall be reimbursed to them by the Company.

76. The chairman of the board of Directors or a majority of the Directors may, whenever they think fit, convene a general meeting. If, at any time, there are not sufficient Directors capable of acting to form a quorum, any Director may convene a general meeting in the same manner as nearly as possible as that in which meetings are to be convened by Directors.

Notice of General Meetings

77. At least seven days’ notice (exclusive of the day on which notice is served or deemed to be served, but inclusive of the day for which notice is given) specifying the place, day and hour of meeting and, in case of special business, the general nature of that business shall be given in the manner hereinafter provided, or in such other manner, if any, as may be prescribed by the Directors or the Company in general meetings, to such persons as are, under the Articles, entitled to receive such notices from the Company, but with the consent of seventy-five per cent of the Members entitled to receive notice of some particular meeting, that meeting may be convened by such shorter notice and in such manner as those Members may think fit.

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

Proceedings at General Meetings

79. All business shall be deemed special that is transacted at any extraordinary general meeting, and also all that is transacted at an ordinary meeting, with the exception of sanctioning a dividend, consideration of the accounts, balance sheets, an ordinary report of the Directors or Auditors, the appointment and removal of Directors and the fixing of the remuneration of the Auditors.

80. No business shall be transacted at any general meeting unless a quorum of Members is present at the time when the meeting proceeds to business; save as herein otherwise provided, one or more Members present in person or by proxy representing not less than one-third of all votes attaching to all Shares in issue and entitled to vote at that meeting shall form a quorum.

81. If, within half an hour from the time appointed for the meeting, a quorum is not present, the meeting, if convened upon the requisition of Members, shall be dissolved; in any other case it shall stand adjourned to the same day in the next week, at the same time and place, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting the Member or Members present and entitled to vote shall form a quorum.

82. 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.

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

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

85. 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 ten 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.

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

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

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

89. 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.

90. 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 Members

91. Subject to any rights and restrictions for the time being attached to any Share, on a show of hands every holder of Shares present in person and every person representing such a Member by proxy shall have one vote. On a poll, every such person present in person and every person representing such a Member by proxy shall have one (1) vote for each Class A Ordinary Share and ten (10) votes for each Class B Ordinary Share of which he is a holder.

92. In the case of joint holders the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the Register of Members.

93. A Member of unsound mind, or in respect of whom an order has been made by any court having jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, by his committee or other person in the nature of a committee appointed by that court, and any such committee or other person may, on a poll, vote by proxy.

94. No Member shall be entitled to vote at any general meeting of the Company unless all calls or other sums presently payable by him in respect of his voting Shares in the Company have been paid.

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

96. 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 Member of the Company. Each Member, 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.

97. The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of that power or authority shall be deposited at the registered office of the Company or at such other place as is specified for that purpose in the notice convening the meeting not less than forty-eight hours before the time for holding the meeting or adjourned meeting (subject to the discretion of the Directors to reduce this period from forty-eight hours to the time of the holding of the meeting) at which the person named in the instrument proposes to vote, and in default the instrument of proxy may not be treated as valid.

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

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

100. A resolution in writing signed by all the Members 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

101. Any corporation which is a Member of the Company 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 class of Members of the Company, and the person so authorised shall be entitled to exercise the same powers on behalf of the corporation which he represents as the corporation could exercise if it were an individual Member of the Company.

Depository and Clearing Houses

102. If a recognized 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 Member 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 authorized 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

103. The minimum number of Directors shall be one, however, the Company may, from time to time change this limit by way of an Ordinary Resolution of the Company passed in general meeting. For so long as the Shares or ADSs are listed on the Designated Stock Exchange, the Directors shall include such number of independent directors as applicable law, rules or regulations or the Designated Stock Exchange Rules require, unless the Board resolves to follow any available exceptions or exemptions.

104. The first Directors shall be appointed by way of a resolution of the Subscriber.

105. The remuneration of the Directors shall, from time to time, be determined by the Board of Directors. The Directors may also be reimbursed for any reasonable traveling or other expenses in connection with attendance at any meetings.

106. The Company in general meeting may fix a minimum shareholding required to be held by a Director, but unless and until such a shareholding qualification is fixed a Director is not required to hold Shares.

Powers and Duties of Directors

107. The business of the Company shall be managed by the Directors, who may pay all expenses incurred in getting up and registering the Company and may exercise all such powers of the Company as are not, by Law or these Articles, required to be exercised by the Company in general meeting, subject nevertheless, to any regulation of these Articles, to the Law and to such regulations, being not inconsistent with the aforesaid regulations or Law, as may be prescribed by the Company in general meeting; but no regulation made by the Company in general meeting shall invalidate any prior act of the Directors which would have been valid if that regulation had not been made.

108. The Directors 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 Directors shall determine by resolution of Directors from time to time.

109. The Directors may, from time to time, appoint one or more of their number to the office of managing director or some other person, whether or not being a Director, as manager for such term and at such remuneration as they may think fit; but where the person is a Director, his appointment as managing director or manager shall be subject to determination ipso facto if he ceases from any cause to be a Director, or if the Company in general meeting resolves that his tenure of office of managing director or manager be determined. Any other person appointed as manager is also subject to such determination.

110. Regarding any expenses that may be incurred in getting up and registering the Company as referred to in these Articles, the Directors may pay for such expenses out of the capital or any other monies of the Company. Any such expenses may be amortized over such period as the Directors may determine.

111. All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments and all receipts for monies paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed as the case may be in such manner as the Directors shall determine by resolution.

112. The Directors on behalf of the Company may pay a gratuity or pension or allowance on retirement to any Director who has held any other salaried office or place of profit with the Company or to his widow or dependants and may make contributions to any fund and pay premiums for the purchase or provision of any such gratuity, pension or allowance.

113. The Directors may exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking, property and uncalled capital or any part thereof and to issue debentures, debenture stock, mortgages, bonds and other such securities whether outright or as security for any debt, liability or obligation of the Company or of any third party.

114. The Directors shall cause minutes to be made in books provided for the purpose-

i. of all appointments of officers made by the Directors;

ii. of the names of the Directors present at each meeting of the Directors and of any committee of the Directors; and

iii. of all resolutions and proceedings at all meetings of the Company, and of the Directors and of committees of Directors.

Seal

115. A Seal, if the Directors determine to have one, of the Company shall not be affixed to any instrument except by the authority of a resolution of the Directors, and in the presence of a Director or such other person as the Directors may appoint for the purpose; and that Director or other person as aforesaid shall sign every instrument to which any seal of the Company is so affixed in their presence.

116. The Company may have for use in any place or places outside the Cayman Islands a duplicate Seal or Seals each of which shall be a facsimile of the common Seal of the Company and, if the Directors so determine, with the addition on its face of the name of every place where it is to be used.

117. A Director or officer, representative or attorney of the Company may without further authority of the Directors affix the Seal over his signature alone to any document of the Company required to be authenticated by him under seal or to be filed with the Registrar of Companies in the Cayman Islands or elsewhere wheresoever.

Disqualification of Directors

118. The office of a Director shall be vacated if:

i. he becomes bankrupt;

ii. he is found to be or becomes of unsound mind;

iii. he resigns his office by notice in writing to the Company;

iv. he dies; or

v. he is found to be or becomes of unsound mind; or

vi. all the other Directors of the Company (being not less than two in number) resolve that he should be removed as a Director.

Change of Directors

119. Subject to applicable laws, the Company may by Ordinary Resolution appoint any person to be a Director or may by Ordinary Resolution remove any Director.

120. Subject to applicable laws, the Directors may appoint any person to be a Director, either to fill a vacancy or as an additional Director provided that the appointment does not cause the number of Directors to exceed any number fixed by or in accordance with the Articles as the maximum number of Directors and subject to the Company’s compliance with director nomination procedures required under the Designated Stock Exchange Rules as long as Shares or ADSs are listed on the Designated Stock Exchange, unless the Board resolves to follow any available exceptions or exemptions.

Proceedings of Directors

121. The Directors may meet together for the despatch of business, adjourn and otherwise regulate their meetings, as they think fit. Questions arising at any meeting shall be decided by a majority of votes. In the case of an equality of votes, the chairman shall have a second or casting vote.

122. A Director (or his alternate or any other office of the Company) may, at any time, summon a meeting of the Directors by at least three days’ notice in writing to every Director and alternate Director which notice shall set forth the general nature of the business to be considered unless notice is waived by all the Directors (or their alternates) either at, before or after the meeting is held.

123. The quorum necessary for the transaction of the business of the Directors may be fixed by the Directors, and unless so fixed shall be a majority of the Directors.

124. A Director who is also an alternate Director shall be entitled in the absence of his appointor to a separate vote on behalf of his appointor in addition to his own vote and shall, if his appointor is not present, be counted in the quorum.

125. A person may participate in a meeting of the Directors or committee of Directors by conference telephone or other communications equipment by means of which all the persons participating in the meeting can communicate with each other at the sae time. Participation by a person in a meeting in this manner is treated as presence in person at that meeting. Unless otherwise determined by the Directors the meeting shall be deemed to be held at the place where the chairman is at the start of the meeting.

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

127. The Directors may elect a chairman of their meetings and determine the period for which he is to hold office; but if no such chairman is elected, or if at any meeting the chairman is not present within five minutes after the time appointed for holding the same, the Directors present may choose one of their number to be chairman of the meeting.

128. A Director but not an alternate Director may be represented at any meetings of the board of Directors by a proxy appointed in writing by him. The proxy shall count towards the quorum and the vote of the proxy shall for all purposes be deemed to be that of the appointing Director.

129. A resolution in writing (in one or more counterparts) signed by all the Directors or all the members of a committee of Directors (an alternate Director being entitled to sign such a resolution on behalf of his appointor) shall be as valid and effectual as if it had been passed at a meeting of the Directors, or committee of Directors as the case may be, duly convened and held.

130. The Directors may delegate any of their powers to committees consisting of such member or members of the body of Directors as the Directors 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.

131. A committee may elect a chairman of its meetings; if no such chairman is elected, or if at any meeting the chairman is not present within five minutes after the time appointed for holding the same, the members present may choose one of their number to be chairman of the meeting.

132. A committee may meet and adjourn as it thinks proper. Questions arising at any meeting shall be determined by a majority of the votes of the members present and, in the case of an equality of votes, the chairman shall have a second or casting vote.

133. All acts done by any meeting of the Directors or of a committee of Directors or by any person acting as a Director (including his alternate) shall, notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such Director or his alternate Director, 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 or alternate Director as the case may be.

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

Declaration of Directors’ Interests

135. A Director may hold any other office or place of profit under the Company in conjunction with his office of Director for such period and on such terms as to remuneration and otherwise as the Directors may determine.

136. A Director shall not enter into a contract in a non-officer position as Auditor of the Company.

137. A Director may act by himself or his firm in a professional capacity for the Company and he or his firm shall be entitled to remuneration for professional services as if he were not a Director or alternate Director.

138. A Director or alternate Director of the Company may be or become a director or other officer of or otherwise interested in any company promoted by the Company or in which the Company may be interested as shareholder or otherwise, and no such Director or alternate Director shall be accountable to the Company for any remuneration or other benefits received by him as a director or officer of, or from his interest in, such other company.

139. No person shall be disqualified from the office of Director or alternate Director or prevented by such office from contracting with the Company, either as vendor, purchaser or otherwise, nor shall any such contract or any contract or transaction entered into by or on behalf of the Company in which any Director or alternate Director shall be in any way interested be or be liable to be avoided, nor shall any Director or alternate Director so contracting or being so interested be liable to account to the Company for any profit realised by any such contract or transaction by reason of such Director holding office or of the fiduciary relation thereby established. Subject to the Designated Stock Exchange Rules and disqualification by the chairman of the relevant Board meeting, 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 interested provided that the nature of the interest of any Director or alternate Director in any such contract or transaction shall be disclosed by him at or prior to its consideration and any vote thereon, 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.

140. A general notice that a Director or alternate Director is a shareholder, director, officer or employee of any specified firm or company and is to be regarded as interested in any transaction with such firm or company shall be sufficient disclosure for the purposes of voting on a resolution in respect of a contract or transaction in which he has an interest, and after such general notice it shall not be necessary to give special notice relating to any particular transaction.

Delegation of Directors’ Powers To Persons Other Than Committees

141. The Directors may by power of attorney or otherwise appoint any person to be the agent of the Company on such conditions as the Directors may determine, provided that the delegation is not to the exclusion of their own powers and may be revoked by the Directors at any time.

142. The Directors may by power of attorney or otherwise appoint any company, firm, person or body of persons, whether nominated directly or indirectly by the Directors, to be the attorney or authorised signatory of the Company for such purpose and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Directors under these Articles) and for such period and subject to such conditions as they may think fit, and any such powers of attorney or other appointment may contain such provisions for the protection and convenience of persons dealing with any such attorneys or authorised signatories 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 discretions vested in him.

143. The Directors may appoint such officers as they consider necessary on such terms, at such remuneration and to perform such duties, and subject to such provisions as to disqualification and removal as the Directors may think fit. Unless otherwise specified in the terms of his appointment an officer may be removed by resolution of the Directors or Members.

144. The Directors may appoint any one or more persons to act, or remove any one or more persons from so acting, as service providers to the Company and the Directors may entrust to and confer upon such persons any of the powers exercisable by them as Directors upon such terms and conditions including the right to remuneration payable by, and indemnification from, the Company and with such restrictions and with such powers of delegation as they may determine and either collaterally with or to the exclusion of their own powers. Any such provider may be appointed or removed by the Directors at any time without notice to, or the consent of, the Members.

Appointment of Alternates

145. Any Director (other than an alternate Director) may by writing appoint any other Director, or any other person willing to act, to be an alternate Director and by writing may remove from office an alternate Director so appointed by him.

146. An alternate Director shall be entitled to receive notice of all meetings of Directors and of all meetings of committees of Directors of which his appointor is a member, to attend and vote at every such meeting at which the Director appointing him is not personally present, and generally to perform all the functions of his appointor as a Director in his absence.

147. An alternate Director shall cease to be an alternate Director if his appointor ceases to be a Director.

148. Any appointment or removal of an alternate Director shall be by notice to the Company signed by the Director making or revoking the appointment or in any other manner approved by the Directors.

149. An alternate Director shall be deemed for all purposes to be a Director and shall alone be responsible for his own acts and defaults and shall not be deemed to be the agent of the Director appointing him.

Dividends and Reserve

150. Subject to the Law and this Article, the Directors may declare Dividends and distributions on Shares in issue and authorise payment of the Dividends or distributions out of the funds of the Company lawfully available therefor. No Dividend or distribution shall be paid except out of the realised or unrealised profits of the Company, or out of the Share Premium Account or as otherwise permitted by the Law.

151. Except as otherwise provided by the rights attached to Shares, all Dividends shall be declared and paid according to the par value of the Shares that a Member holds. If any Share is issued on terms providing that it shall rank for Dividend as from a particular date, that Share shall rank for Dividend accordingly.

152. The Directors may deduct from any Dividend or distribution payable to any Member all sums of money (if any) then payable by him to the Company on account of calls or otherwise.

153. The Directors may declare that any Dividend or distribution be paid wholly or partly by the distribution of specific assets and in particular of shares, debentures, or securities of any other company or in any one or more of such ways and where any difficulty arises in regard to such distribution, the Directors may settle the same as they think expedient and in particular may issue fractional Shares and fix the value for distribution of such specific assets or any part thereof and may determine that cash payments shall be made to any Members upon the basis of the value so fixed in order to adjust the rights of all Members and may vest any such specific assets in trustees as may seem expedient to the Directors.

154. Any Dividend, distribution, interest or other monies payable in cash in respect of Shares may be paid by wire transfer to the holder or by cheque or warrant sent through the post directed to the registered address of the holder or, in the case of joint holders, to the registered address of the holder who is first named on the Register of Members or to such person and to such address as such holder or joint holders may in writing direct. Every such cheque or warrant shall be made payable to the order of the person to whom it is sent. Any one of two or more joint holders may give effectual receipts for any Dividends, bonuses, or other monies payable in respect of the Share held by them as joint holders.

155. No Dividend or distribution shall bear interest against the Company.

156. Any Dividend which cannot be paid to a Member and/or which remains unclaimed after six months from the date of declaration of such Dividend may, in the discretion of the Directors, be paid into a separate account in the Company’s name, provided that the Company shall not be constituted as a trustee in respect of that account and the Dividend shall remain as a debt due to the Member. Any Dividend which remains unclaimed after a period of six years from the date of declaration of such Dividend shall be forfeited and shall revert to the Company.

Capitalisation

157. The Directors may capitalise any sum standing to the credit of any of the Company’s reserve accounts (including the Share Premium Account and capital redemption reserve fund) or any sum standing to the credit of profit and loss account or otherwise available for distribution and to appropriate such sum to Members in the proportions in which such sum would have been divisible amongst them had the same been a distribution of profits by way of Dividend and to apply such sum on their behalf in paying up in full unissued Shares for allotment and distribution credited as fully paid-up to and amongst them in the proportion aforesaid. In such event the Directors shall do all acts and things required to give effect to such capitalisation, with full power to the Directors to make such provisions as they think fit for the case of Shares becoming distributable in fractions (including provisions whereby the benefit of fractional entitlements accrue to the Company rather than to the Members concerned). The Directors may authorise any person to enter on behalf of all of the Members interested into an agreement with the Company providing for such capitalisation and matters incidental thereto and any agreement made under such authority shall be effective and binding on all concerned.

Share Premium Account

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

159. 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 Law, out of capital.

Accounts

160. The Directors shall cause proper books of account to be kept with respect to-

i. all sums of money received and expended by the Company and the matters in respect of which the receipt or expenditure takes place; and

ii. all sales and purchases of goods by the Company and the assets and liabilities of the Company.

161. In accordance with the Law, proper books shall not be deemed to be kept if there are not kept such books of account as are necessary to give a true and fair view of the state of the Company’s affairs and to explain its transactions.

162. The books of account shall be kept at such place or places as the Directors think fit and shall always be open to inspection of the Directors.

163. The Directors shall, from time to time, determine whether and to what extent, at what times and places and under what conditions or regulations the accounts and books of the Company or any of them shall be open to the inspection of Members not being Directors, and no Member (not being a Director) shall have any right of inspecting any account, book or document of the Company except as conferred by law or authorized by the Directors of the Company in general meeting.

164. At the ordinary general meeting in every year the Directors may cause to be prepared and may lay before the Company a profit and loss account and a balance sheet for the period since the preceding account or, (in the case of the first ordinary general meeting) since the commencement of business by the Company, made up to a date not more than six months before such meeting.

165. A copy of every balance sheet (including every document required by law to be annexed thereto) which is to be laid before the Company in general meeting together with a copy of the Auditor’s report ma, at any time prior to the date of the meeting, be sent to all persons entitled to receive notices of general meetings of the Company.

Audit

166. The Directors may, on behalf of the Company, enter into a contract with an Auditor who shall remain the Auditor of the Company until removed from office by a resolution of the Directors, and may fix his or their remuneration.

167. 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 Auditor.

168. 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 in the case of a company which is registered with the Registrar of Companies as an ordinary company, and at the next extraordinary general meeting following their appointment in the case of a company which is registered with the Registrar of Companies as an exempted company, and at any other time during their term of office, upon request of the Directors or any general meeting of the Members.

169. No Auditor shall be deemed to be an officer or Director of the Company for any reason and no Director or officer of the Company may act as Auditor.

170. In not being an officer, no Auditor shall have the benefit of any of the indemnity provisions of these Articles.

Notices

171. Notices shall be in writing and may be given by the Company to any Member either personally or by sending it by airmail, courier, post, cable, telex, fax or e-mail to him or to his address as shown in the Register of Members (or where the notice is given by e-mail by sending it to the e-mail address provided by such Member) or placing it on the Company’s Website should the Directors deem it appropriate provided that the Company shall notify the Members of the placement of such notice by any of the means set out above.

172. Where a notice is sent by courier, service of the notice shall be deemed to be effected by delivery of the notice to a courier company, and shall be deemed to have been received on the third day (not including Saturdays or Sundays or public holidays) following the day on which the notice was delivered to the courier. Where a notice is sent by post, service of the notice shall be deemed to be effected by properly addressing, pre paying and posting a letter containing the notice, and shall be deemed to have been received on the fifth day (not including Saturdays or Sundays or public holidays) following the day on which the notice was posted. Where a notice is sent by cable, telex or fax, service of the notice shall be deemed to be effected by properly addressing and sending such notice and shall be deemed to have been received on the same day that it was transmitted. Where a notice is given by e-mail service shall be deemed to be effected by transmitting the e-mail to the e-mail address provided by the intended recipient and shall be deemed to have been received on the same day that it was sent, and it shall not be necessary for the receipt of the e-mail to be acknowledged by the recipient.

173. Where a notice is delivered by posting to the Company’s Website, such notice is deemed to be given when the Member is given notice of its publication. Where notice of a meeting is published on the Company’s Website, it shall continue to be published in the same place on that website from the date of the notification until the conclusion of the meeting to which the notice relates.

174. A notice may be given by the Company to the person or persons which the Company has been advised are entitled to a Share or Shares in consequence of the death or bankruptcy of a Member in the same manner as other notices which are required to be given under these Articles and shall be addressed to them by name, or by the title of representatives of the deceased, or trustee of the bankrupt, or by any like description at the address supplied for that purpose by the persons claiming to be so entitled, or at the option of the Company by giving the notice in any manner in which the same might have been given if the death or bankruptcy had not occurred.

175. Notice of every general meeting shall be given in any manner hereinbefore authorised to every person shown as a Member in the Register of Members on the record date for such meeting except that in the case of joint holders the notice shall be sufficient if given to the joint holder first named in the Register of Members and every person upon whom the ownership of a Share devolves by reason of his being a legal personal representative or a trustee in bankruptcy of a Member of record where the Member of record but for his death or bankruptcy would be entitled to receive notice of the meeting, and no other person shall be entitled to receive notices of general meetings.

Winding Up

176. 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.

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

Indemnity

178. Every Director, officer or servant of the Company shall be indemnified out of the assets of the Company against all costs, charges, expenses, losses and liabilities incurred by him (a) in the conduct of the Company’s business, or (b) in the discharge of his duties, provided that no Director, officer or servant of the Company shall be liable (c) for the acts, defaults or omissions of any other Director, officer or servant of the Company, or (d) by reason of his having joined in any receipt for money not received by him personally, or (e) for any loss on account of defect of title to any property acquired by the Company, or (f) on the account of the insufficiency of any security in or upon which any moneys of the Company shall be invested, or (g) for any loss incurred through any bank, broker or other agent, or (h) for any loss occasioned by any error of judgment or oversight on his part, or (i) for any loss, damage, or misfortune whatever which shall happen in the execution of the duties of his office or in relation thereto, unless the same shall happen through his own dishonesty, willful default or actual fraud.

179. Any Director, officer or servant of the Company seeking the benefit of the foregoing indemnity provision may apply to the Company for an advance of reasonable attorneys’ fees and other costs and expenses incurred in connection with the defence of any action, suit, proceeding or investigation involving such person for which indemnity will or could be sought. In connection with any advance of any expenses actually approved by a resolution of the Directors, the person seeking the indemnification shall execute an undertaking to repay the advanced amount to the Company if it shall be determined by final judgment or other final adjudication that such person was not entitled to indemnification pursuant to this Article. If it shall be determined by a final judgment or other final adjudication that such person was not entitled to indemnification with respect to such judgment, costs or expenses, then such party shall not be indemnified with respect to such judgment, costs or expenses and any advancement shall be returned to the Company (without interest) by such person.

180. The Directors, on behalf of the Company, may purchase and maintain insurance for the benefit of any Director or other officer of the Company against any liability which, by virtue of any rule of law, would otherwise attach to such person in respect of any negligence, default, breach of duty or breach of trust of which such person may be guilty in relation to the Company.

181. No Auditor shall be deemed to be a director, an officer or servant of the Company for the purpose of the foregoing provisions and no Auditor shall have the benefit of the foregoing indemnity provisions.

Financial Year

182. Unless the Directors otherwise prescribe, the financial year of the Company shall end on 30 September in each year and, following the year of incorporation, shall begin on 1st October in each year.

Transfer by way of Continuation

183. Subject to the provisions of the Law and with the approval of a Special Resolution, the Company shall have the power to register by way of continuation as a body corporate under the laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands.

Registered Office

184. Subject to applicable laws, the Company may by resolution of the Directors change the location of its Registered Office.

Exhibit 4.1

Share certificate

Number of certificate		Number of shares

Ruhnn Holding Limited
(Incorporated under the laws of the Cayman Islands)

Share capital is US$1 divided into 1,000,000,000 shares comprising of
(i) 812,295,750 Class A Ordinary Shares with a par value of US$0.000000001 each and
(ii) 187,704,250 Class B Ordinary Shares with a par value of US$0.000000001 each

This is to certify that [Name] of [Address] is the registered holder of [Number] [Share Class] shares in the above-named company subject to the Memorandum and Articles of Association of the Company.

EXECUTED for and on behalf of the Company on	by:


		Director

Exhibit 5.1

Ruhnn Holding Limited	D +852 3656 6054
[address]	E nathan.powell@ogier.com

	Reference: NMP/FYC/175901.00001

[date]

Dear Sirs

Ruhnn Holding Limited (the Company)

We have acted as Cayman Islands counsel to the Company in connection with the Company’s registration statement on Form F-1, including all amendments or supplements thereto (the Registration Statement ), as filed with the United States Securities and Exchange Commission (the Commission ) under the United States Securities Act of 1933, as amended to date (the Act ). The Registration Statement relates to the offering by the Company (the Offering ) of certain American depository shares (the ADSs ) representing the Company’s Class A ordinary shares of par value of US$0.000000001 par value each (the Underlying Shares ).

We are furnishing this opinion as Exhibits 5.1, 8.1 and 23.2 to the Registration Statement.

Unless a contrary intention appears, all capitalised terms used in this opinion have the respective meanings set forth in Schedule 1. A reference to a Schedule is a reference to a schedule to this opinion and the headings herein are for convenience only and do not affect the construction of this opinion.

1 Documents examined

For the purposes of giving this opinion, we have examined originals, copies, or drafts of the following documents:

(a) the certificate of incorporation of the Company dated 11 May 2018 issued by the Registrar of Companies of the Cayman Islands (the Registrar );

(b) the amended and restated memorandum and articles of association of the Company adopted by special resolutions dated 4 October 2018 (the Pre-IPO Memorandum and Articles );

(c) the second amended and restated memorandum and articles of association of the Company adopted by special resolutions dated [date] and effective immediately prior to the completion of the Company’s initial public offering of the ADSs representing the Underlying Shares (the IPO Memorandum and Articles );

Ogier
British Virgin Islands, Cayman Islands,
Guernsey, Jersey and Luxembourg
practitioners

Floor 11 Central Tower
28 Queen’s Road Central
Central
Hong Kong

T +852 3656 6000
F +852 3656 6001
ogier.com

Partners
Nicholas Plowman
Nathan Powell
Ray Ng
Kate Hodson
Anthony Oakes
Oliver Payne
James Bergstrom
Marcus Leese

(d) a certificate of good standing dated [date] (the Good Standing Certificate ) issued by the Registrar in respect of the Company;

(e) a register of directors and officers of the Company filed with the Registrar on [date] (the ROD );

(f) a copy of the register of members of the Company filed with the Registrar on 20 November 2018 (the ROM , and together with the ROD, the Registers );

(g) a certificate from a director of the Company dated [date], a copy of which is attached hereto (the Director’s Certificate );

(h) a copy of the unanimous written resolutions of the directors of the Company dated [date] approving the Company’s filing of the Registration Statement and issuance of the ADSs and the Underlying Shares (the Board Resolutions );

(i) a copy of the unanimous written resolutions of the shareholders of the Company dated [date] (the Shareholder Resolutions, and together with the Board Resolutions, the Resolutions ); and

(j) the Registration Statement.

2 Assumptions

In giving this opinion we have relied upon the assumptions set forth in this paragraph 2 without having carried out any independent investigation or verification in respect of those assumptions:

(a) all original documents examined by us are authentic and complete;

(b) all copy documents examined by us (whether in facsimile, electronic or other form) conform to the originals and those originals are authentic and complete;

(d) each of the Good Standing Certificate, the Registers and the Director’s Certificate is accurate and complete as at the date of this opinion;

(e) all copies of the Registration Statement are true and correct copies and the Registration Statement conform in every material respect to the latest drafts of the same produced to us and, where the Registration Statement has been provided to us in successive drafts marked-up to indicate changes to such documents, all such changes have been so indicated;

(f) the Board Resolution remains in full force and effect and each of the directors of the Company has acted in good faith with a view to the best interests of the Company and has exercised the standard of care, diligence and skill that is required of him or her in approving the Offering and no director has a financial interest in or other relationship to a party of the transactions contemplated by the Offering which has not been properly disclosed in the Board Resolutions;

(g) neither the directors and shareholders of the Company have taken any steps to appoint a liquidator of the Company and no receiver has been appointed over any of the Company’s property or assets;

(h) the maximum number of Underlying Shares to be issued by the Company under the ADSs is [ ] and the consideration payable for each ADS representing [ ] Underlying Shares shall not be less than the aggregate par value of such number of Underlying Shares; and

(i) there is no provision of the law of any jurisdiction, other than the Cayman Islands, which would have any implication in relation to the opinions expressed herein.

3 Opinions

On the basis of the examinations and assumptions referred to above and subject to the limitations and qualifications set forth in paragraph 4 below, we are of the opinion that:

Corporate status

(a) The Company has been duly incorporated as an exempted company with limited liability and is validly existing and in good standing with the Registrar under the laws of the Cayman Islands.

Share capital

(b) The authorised share capital of the Company, with effect immediately prior to the completion of the Company’s initial public offering of the ADSs representing the Underlying Shares, will be US$1 divided into 1,000,000,000 shares compromising of 812,295,750 Class A ordinary shares of a par value of US$0.000000001 each and 187,704,250 Class B ordinary shares of a par value of US$0.000000001.

Valid Issuance of Underlying Shares

(c) The issuance and allotment of the Underlying Shares have been duly authorised and, when issued and allotted and once consideration is paid for in accordance with the Registration Statement, will be validly issued, fully paid and non-assessable. Once the register of members of the Company has been updated to reflect the issuance, the shareholders recorded in the register of members will be deemed to have legal title to the shares set against their respective name.

Registration Statement - Taxation

(d) The statements contained in the Registration Statement in the section headed “Cayman Islands Taxation”, in so far as they purport to summarise the laws or regulations of the Cayman Islands, are accurate in all material respects and that such statements constitute our opinion.

4 Limitations and Qualifications

4.1 We offer no opinion:

(a) as to any laws other than the laws of the Cayman Islands, and we have not, for the purposes of this opinion, made any investigation of the laws of any other jurisdiction, and we express no opinion as to the meaning, validity, or effect of references in the Documents to statutes, rules, regulations, codes or judicial authority of any jurisdiction other than the Cayman Islands; or

(b) except to the extent that this opinion expressly provides otherwise, as to the commercial terms of, or the validity, enforceability or effect of the Registration Statement, the accuracy of representations, the fulfilment of warranties or conditions, the occurrence of events of default or terminating events or the existence of any conflicts or inconsistencies among the Registration Statement and any other agreements into which the Company may have entered or any other documents.

4.2 Under the Companies Law (Revised) ( Companies Law ) of the Cayman Islands annual returns in respect of the Company must be filed with the Registrar, together with payment of annual filing fees. A failure to file annual returns and pay annual filing fees may result in the Company being struck off the Register of Companies, following which its assets will vest in the Financial Secretary of the Cayman Islands and will be subject to disposition or retention for the benefit of the public of the Cayman Islands.

4.3 In good standing means only that as of the date of this opinion the Company is up-to-date with the filing of its annual returns and payment of annual fees with the Registrar. We have made no enquiries into the Company’s good standing with respect to any filings or payment of fees, or both, that it may be required to make under the laws of the Cayman Islands other than the Companies Law.

5 Governing law of this opinion

5.1 This opinion is:

(a) governed by, and shall be construed in accordance with, the laws of the Cayman Islands;

(b) limited to the matters expressly stated in it; and

5.2 Unless otherwise indicated, a reference to any specific Cayman Islands legislation is a reference to that legislation as amended to, and as in force at, the date of this opinion.

6 Reliance

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” and “Legal Matters” of the Registration Statement. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the U.S. Securities Act of 1933, as amended, or the Rules and Regulations of the Commission thereunder.

This opinion may be used only in connection with the offer and sale of the ADSs and the Underlying Shares while the Registration Statement is effective.

Yours faithfully

Ogier

Exhibit 8.1

[Simpson Thacher Letterhead]

, 2019

Ruhnn Holding Limited

4F, Building 1, Blue Collar Garment Industrial Park

7-1 North Hong Pu Road

Yu Hang District, Hangzhou 311100

People’s Republic of China

Ladies and Gentlemen:

We have acted as U.S. counsel to Ruhnn Holding Limited, a Cayman Islands company (the “Company”), in connection with the Registration Statement on Form F-1 (File No. 333-[ ]) (the “Registration Statement”) filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”) under the U.S. Securities Act of 1933, as amended (the “Act”), relating to the issuance of [ ] ordinary shares, par value US$0.000000001 per share (“Ordinary Shares”), of the Company which will be represented by American depositary shares (“ADSs”) evidenced by American depositary receipts, together with any additional shares of such stock that may be issued by the Company pursuant to Rule 462(b) (as prescribed by the Commission pursuant to the Act) in connection with the offering described in the Registration Statement.

We have examined the Registration Statement (including the form of prospectus contained therein (the “Prospectus”)) and a form of deposit agreement among the Company, Citibank, N.A., as depositary, and holders and beneficial owners from time to time of ADSs (the “Deposit Agreement”), including the form of American depositary receipt, which have been filed with the Commission as an exhibit to the Registration Statement. In addition, we have examined, and have relied as to matters of fact upon, originals, or duplicates or certified or conformed copies, of such records, agreements, documents and other instruments and such certificates or comparable documents of public officials and of officers and representatives of the Company and have made such other investigations as we have deemed relevant and necessary in connection with the opinion hereinafter set forth. In such examination, we have assumed the accuracy of the factual matters described in the Registration Statement.

In rendering the opinion set forth below, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies and the authenticity of the originals of such latter documents.

Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that the statements made in the Prospectus under the caption “Taxation — Certain United States Federal Income Tax Considerations,” insofar as they purport to constitute summaries of certain provisions of U.S. federal income tax law and regulations or legal conclusions with respect thereto, constitute accurate summaries of such matters in all material respects.

We note that, because the determination of the Company’s status as a passive foreign investment company (a “PFIC”) for U.S. federal income tax purposes is based on an annual determination that cannot be made until the close of a taxable year, and involves extensive factual investigation, we do not express any opinion herein with respect to the Company’s PFIC status in any taxable year.

We do not express any opinion herein concerning any law other than U.S. federal income tax law.

We hereby consent to the filing of this opinion letter as Exhibit 8 to the Registration Statement.

	Very truly yours,

	SIMPSON THACHER & BARTLETT LLP

Exhibit 10.1

Exclusive Business Cooperation Agreement

This Exclusive Business Cooperation Agreement (this “agreement”) is made and entered into by and between the following parties in Hangzhou on October 4, 2018:

Party A: Hangzhou Yihan Technology Co., Ltd.

Address: Room 410, Floor 4, Building A11, Jiusheng Road 9, Jianggan District, Hangzhou.

Party B: Hangzhou Hanyi E-commerce Co., Ltd.

Address: Room 430, Floor 4, Building A13, Jiusheng Road 9, Jianggan District, Hangzhou

Each of Party A and Party B shall be hereinafter referred to as a “Party” individually, and as the “Parties” collectively.

Whereas,

1. Party A is a wholly foreign-owned enterprise established in China with businesses in technological development of computer software and hardware, technological consulting, technological services, clothing, shoes & hats, design of leather goods; wholesales and retailing (including online sales): garment, shoes & hats, leather goods, computer software and hardware, digital and electronic products, cosmetics, articles of daily use, communication equipment, sports equipment and bicycle accessories.

2. Party B is a company registered in China with businesses in the following: wholesales and retailing (including online sales), garment, shoes & hats, leather goods, computer software & hardware, digital & electronic products, household appliances, pet supplies, jewelry, kitchenware, cosmetics, articles of daily use, communication equipment, sports equipment, auto accessories, prepackaged foods (validated license), fresh aquatic products, fodder, sanitation supplies and disinfection supplies; services: technological development, technological consulting, technological services and results transferring of computer software & hardware, garment, shoes and hats, design of leather goods, domestic advertisement (excluding internet advertisement); international cargo trade (except items forbidden by national and administrative laws and regulations, business of items that restricted by laws and administrative regulations cannot be started unless license is obtained); all other legitimate business for which no approval is required. All existing businesses of Party B and Party B’s subsidiaries and those during the effective term of this agreement shall be jointly referred to as the “Primary Business”.

3. Party A is willing to provide Party B with exclusive technical service, consulting services and other services (for the specific scope, please refer to the following clauses) during the term of this agreement by utilizing Party A’s advantages over human resource, technology and information, and Party B is willing to accept such services provided by Party A or Party A’s designee(s) (including Party A’s oversea parent company or a subsidiary under its direct or indirect control) according to the provisions herein.

Now, therefore, through mutual discussion, the Parties have reached the following agreement:

1. Services provided by Party A

1.1 Party B hereby appoints Party A as Party B’s exclusive service provider to provide Party B with complete technology support, business support and related consulting services during the term of this agreement, in accordance with the terms and conditions of this agreement. Such services may include all necessary services within the scope of the Principal Business of Party B as may be determined from time to time by Party A, including, but not limited to, the following: technical service, network support, business consulting, intellectual property license, equipment leasing, marketing consultation, system integration, product development and system maintenance, provide management and consulting services related to Party B’s business operation and, from time to time, provide other consultations and services related to the foregoing services and according to Party B’s requests, given that such requests are permitted under PRC laws.

1.2 Party B agrees to accept consultations and services provided by Party A. Party B further agrees that Party B shall not accept any consultations and/or services provided by any other party during the term of this agreement and shall not cooperate with any third party. Party A can designate a third party (the third party can sign agreements described under article 1.4 herein in part or full) to provide consultations and/or services herein to Party B.

1.3 In order to ensure Party B meets the cash flow required for daily operations and/or to compensate any losses arising from the daily operation, regardless of whether Party B actually suffers from operational losses, Party A can independently decide to provide financial support to Party B (given that it is permitted by PRC laws). Party A can provide financial support for Party B through entrusted loan, for which the Parties shall sign a separate entrusted loan contract.

1.4 Service Providing Methodology:

(1) The Parties agree that, during the term of this Agreement, Party B may enter into further technology and consulting service agreements with Party A directly or through their respective affiliates and reach an agreement on the contents, methods, personnel and fees of the specified services.

(2) To fulfill this agreement, the Parties agree that both Party A and Party B can sign license agreements on intellectual property rights (including but not limited to: software, trademark, patents and technical secrets) directly or through their respective affiliates during the term of this agreement. Such license agreements shall allow Party B or Party B’s affiliates to use the relevant intellectual property rights of Party A at any time according to the business needs of Party B or Party B’s related parties.

(3) To fulfill this agreement, the Parties agree that both Party A and Party B can sign equipment or plant leasing agreements directly or through their respective affiliates during the term of this agreement. Such equipment or plant leasing agreements shall allow Party B or Party B’s affiliates to use the relevant intellectual property rights of Party A at any time according to Party B’s business needs.

(4) To fulfill this agreement, the Parties agree that both Party A and Party B can enter into other agreements such that Party A can provide other services to Party B directly or through their respective affiliates during the term of this agreement.

(5) Party A can independently decide to subcontract the services to be provided to Party B in part or full herein to a third party with the corresponding business capacity and resource.

1.5 For the purpose of providing services in accordance to this agreement, the Parties shall promptly communicate with each other with regards to relevant information about business and/or other customers.

The service provided by Party A herein shall be exclusive. Without Party A’s prior written consent during the term of this agreement, Party B shall not enter into any agreement or, in any way, accept any services that are identical or similar to that provided by Party A from any third party. Party B may continue to implement existing service contracts with third parties that involve identical or similar services provided by Party A with the written consent of Party A; If Party A does not approve the existing service contracts with third parties, Party B shall immediately terminate this agreement with the third party and also undertake any expenses and responsibilities for terminating this agreement. Other contracts that Party B is implementing or other legal documents defining Party B’s obligations shall still be implemented by Party B. Without Party A’s prior written consent, Party B shall not change, revise or terminate such contracts or legal documents.

1.6 In order to specify the Parties’ rights and obligations and ensure that the foregoing service provisions are actually implemented, the Parties agree to the following, provided that they are permitted under PRC laws:

(1) Party B shall carry out its business in accordance the opinions and suggestions provided by Party A under article 1.1 herein.

(2) Party B will appoint the nominee recommended by Party A as Party B’s director through the appointment procedures of PRC Laws (including any laws, regulations, rules, notices, interpretations or other documents with binding force issued by the central government, local legislative, administrative or judicial departments before and after the signing of this agreement, hereinafter referred to as “PRC Laws ”) and, to the extent permitted by PRC laws, will appoint the senior manager recommended and employed by Party A as Party B’s general manager, chief financial officer and other senior management personnel that are in charge of monitoring Party B’s company business and operation. Except for retirement, resignation, disqualification or death, Party B shall not dismiss the company’s director recommended by Party A under any circumstances without the prior written consent of Party A.

(3) Party B agrees to have Party B’s director and senior manager exercise the powers that they have under the laws, regulations and articles of association based on Party A’s instruction.

(4) Party A can establish relevant business departments in Party B’s company. Party A shall pay salary and remunerations to staffs of the relevant business department and also undertake relevant welfare costs and expenditure according to PRC laws.

(5) Party A is entitled to conduct business activities related to the provision of services on behalf of Party B. Party B shall provide all necessary support and convenience for Party A to conduct such business activities smoothly, including without limitation, issuing all necessary power of attorney for the provision of services.

(6) In cases permitted by PRC Laws, Party A is entitled to check Party B’s accounts periodically and at any time, and Party B shall keep its accounts accurately and in due course, and provide the accounts to Party A upon its request. Party A agrees to coordinate with Party A and Party A’s shareholders (direct or indirect) over auditing (including but not limited to connected transaction auditing and other various auditing contents) and provide related information about Party B’s operation, business, customers, finance and staffs to Party A, Party A’s shareholders (direct or indirect) and/or auditor engaged by Party A during the term of this agreement, and also agree that Party A’s shareholders can disclose such information to satisfy the requirements of the securities regulation.

(7) Party B agrees to deliver the relevant certificates and seals which are important to Party B’s daily operation, including Party B’s business license, organizational code certificate (if any), official seal, contract seal, special seal for finance and legal representative’s seal, to Party B’s director, legal representative, general manager, chief financial officer and other senior management personnel recommended by Party A and appointed by Party B according to legal procedures for custody.

2. Calculation of Service Fee, Payment Mode, Financial Statements, Auditing and Taxation

2.1 With regard to the services provided by Party A according to this agreement and to the extent permitted by PRC Laws, Party B and Party B’s subsidiary shall pay to Party B service fees (hereinafter referred to as “service fees”) equivalent to the net profit of Party B and Party B’s subsidiary after deducting the annual loss of the year before (if necessary), deducting the necessary costs, expenses and taxes within the corresponding fiscal year and appropriating the statutory reserve fund according to the law during the term of this agreement; Party B is entitled to affirm the foregoing deduction items. The amount of such service fees shall be determined by Party A. The calculation and adjustment of the service fees shall take into consideration the following factors without limitation, and Party A is entitled to independently decide to adjust the service fees without obtaining Party B’s consent: (a) the difficulty in technologies provided by Party A and the complexity of technological consulting and other services provided by Party A; (b) the time required by Party A’s technical staffs to provide such software development, technological consulting and other services; (c) specific content and commercial value of software development, technological consulting and other services provided by Party A; (d) market price of the services of the same type. In case that Party A does not adjust the amount or proportion of the foregoing service fees, the amount or proportion determined the last time shall prevail. The service fees shall be calculated annually. Party B shall pay the service fees to Party A’s designated bank account within 10 working days after receiving the bill for the service provided by Party A of the previous fiscal year, and Party B shall send the copy of payment voucher to Party A by mail or fax within 10 days after payment. In case that Party B fails to pay the service fees on time due to the actual business situation of the previous fiscal year, the unpaid service fee of the previous fiscal year can be postponed to the end of next year with Party A’s written permission. Party A is entitled to adjust the frequency in paying the service fees, including without limitation, monthly or quarterly payments, and Party B shall cooperate. Unless otherwise stated herein, if Party B fails to pay the service fees to Party A in full on time according to this clause, Party A is entitled to ask Party B to pay a daily 0.03% delay surcharge of the unpaid balance in addition to paying the service fees.

2.2 Party A agrees that Party will enjoy and undertake all economic interests and risks arising from Party B’s business during the term of this agreement; When Party B suffers from operating loss or faces management difficulties, Party A can choose to provide financial support. In case of the occurrence of foregoing situation, Party A is entitled to decide whether Party B will continue its business operation. Party B shall accept Party A’s decision unconditionally.

2.3 Party B shall provide its audited consolidated financial statement to Party A within 90 days of the end of each fiscal year (hereinafter referred to as the “previous fiscal year” ). The consolidated financial statement shall be audited and certified by an independent CPA approved by Party A. In case of any insufficient amount paid to Party A by Party B in the previous fiscal year according to the audited consolidated financial statement, Party B shall pay the balance to Party A within 5 working days as of the date when the balance is discovered by Party A or Party B.

2.4 Party B shall prepare financial statements required by Party A in accordance with the requirements of applicable laws, generally acknowledged accounting standards and business practice.

2.5 After notified by Party A one working day in advance, Party B shall allow Party A and/or Party A’s designated auditor to review Party B’s relevant account books and record and copy necessary partial book accounts and records in the main office location of Party B so as to verify the accuracy in Party B’s income and statements. Party B shall provide related information about Party B’s operation, business, customers, finance and staffs according to Party A’s requirements, and agree that Party A or Party A’s direct or indirect shareholder can disclose or make such information publicly accessible if necessary.

2.6 The tax arising from the execution of this agreement shall be undertaken respectively by each party.

3. Intellectual Property Right, Confidentiality and Prohibited Competition

3.1 Unless otherwise permitted by Party A, Party A shall have exclusive and proprietary ownership in any rights, ownership, interests and intellectual property right generated or created by Party B and Party B’s subsidiary during the term of this agreement, including without limitation, existing and future total copyrights, patents (including invention patents, utility model patents and appearance design patents), patent applications, trademarks, brands, software, technical secrets, commercial secrets, relevant reputations, domain names and other any similar rights (herein after referred to as “the rights”), whether or not developed by Party A, Party B, or both Parties. Party B shall not claim any such rights from Party A. Party B shall sign all documents and take all actions for Party A to become the owner of the rights. Party B shall guarantee that there is no defects of right for the rights and will compensate any losses to Party A for any defects of rights.

3.2 Without Party A’s prior written consent, Party A shall not and shall urge Party B’s subsidiary not to transfer, mortgage, permit or dispose of the rights in other ways.

3.3 Upon Party A’s request, Party B shall have the intellectual property right of Party B’s subsidiary transferred to Party A. Party A can use the intellectual property right possessed by Party B and Party B’s subsidiary during the term of this agreement.

3.4 Party B shall manage the rights according to Party A’s instruction from time to time, including without limitation, the transferring or authorizing of the rights to Party A or a party designated by Party A to the extent permitted by PRC Laws.

3.5 The Parties admit that any oral or written information exchanged between the parties in connection with this agreement are regarded as confidential information. Each party shall maintain confidentiality of all such confidential information, and without written consent of other parties, the Parties shall not disclose any relevant confidential information to any third party, except for information that are: (a) known to the public (not disclosed to the public by the party receiving the information); (b) disclosed according to the requirements of applicable laws or any stock exchange; or (c) required to be disclosed by any Party to its legal or financial consultant to fulfill transactions contemplated hereunder, provided that such legal or financial consultant is also bound by confidentiality obligations similar to those set forth in this article. Disclosure of any confidential information by the employees or institutions employed by any Party shall be deemed as disclosure of such confidential information by such Party, and such Party shall be held liable for breach of this agreement. This article shall survive the termination of this agreement, notwithstanding the reason for the termination.

3.6 Party B shall not sign any documents or make relevant commitments that conflicts with the interests provided by the legal documents, such as agreements, signed by Party A, Party B and Party A’s designated staff. Party B shall not cause conflict of interests between Party B, Party A and Party A’s shareholder through action or omission. In case of such conflict of interest (Party A is entitled to decide whether such conflict of interest exists), Party B shall immediately take measures to eliminate it as much as possible, subject to the approval by Party A or Party A’s designated person. However, in case that any measures to eliminate the conflict of interest are rejected, Party A is entitled to execute the purchase option in the “Exclusive Option Agreement” signed by Party A, Party B and Party B’s existing shareholders on October 4, 2018.

3.7 Without Party A’s consent, Party B shall not (directly or indirectly) and shall urge Party B’s subsidiary not to engage in businesses outside the scope permitted by Party B’s business license and/or business certificate, not to engage in businesses that compete against Party A’s business in China directly or indirectly, including investing in the business entities that compete against Party A’s business, and also not to engage in other businesses outside the scope permitted by Party A in writing.

3.8 During the term of this agreement, all customer information relating to Party B’s business and provided by Party A and other related information shall be possessed by Party A.

3.9 The Parties hereby agree that article 3 shall survive the termination or modification of this agreement.

4. Representations and Warranties

4.1 Party A hereby represents and warrants as follows:

(1) Party A is a company legally registered and validly existing in accordance with PRC Laws, is an independent legal person, possesses complete and independent legal status and capacity, has obtained appropriate authorization to sign, deliver and execute this agreement, and can serve as the subject of litigation independently.

(2) Party A signs and executes this agreement in accordance with its legal person qualification and business scope. Party A has taken necessary corporate action, been given appropriate authorization and also has obtained the permission and approval of third party and governmental institutions to fulfill the transactions contemplated hereunder, and will not violate laws or restrictions applicable to Party A.

(3) After being signed and delivered, this agreement will constitute Party A’s legal and effective binding obligations and shall be executed compulsorily.

(4) There are no existing or threatened litigation, arbitration or other judicial or administrative procedures known to Party A that may affect Party A’s ability to perform the obligations herein.

(5) Party A has already disclosed all contracts, government approvals and licenses that may have significant adverse effect on Party A’s ability to fully fulfill the obligations herein or documents that may bind Party A’s assets or businesses. There is no misrepresentation or omission of any major facts in the documents previously provided by Party A to Party B.

4.2 Party B hereby represents and warrants as follows:

(1) Party B is a company legally registered and validly existing in accordance with PRC Laws, is an independent legal person, has complete and independent legal status and capacity, has obtained appropriate authorization to sign, deliver and execute this agreement, and can serve as the subject of litigation independently.

(2) Party B’s acceptance of the services provided by Party A does not violate any PRC Laws. Party B signs and executes this agreement in accordance with its legal person qualification and business scope. Party B has taken necessary corporate action, been given appropriate authorization and also has obtained the permission and approval of third party and governmental institutions to fulfill the transactions contemplated hereunder, and will not violate laws or restrictions applicable to Party B.

(3) After being signed and delivered, this agreement will constitute Party B’s legal and effective obligations with binding force and can be executed compulsorily.

(4) There are no existing or threatened litigation, arbitration or other judicial or administrative procedures known to Party B that may affect Party B’s ability to perform the obligations herein. In case of any litigation, arbitration or other judicial or administrative penalty occurring or possibly occurring to Party B’s assets, businesses or income, Party B shall instantly notify Party A after learning of the fact.

(5) Party B will obtain the certificates and licenses relating to Party B’s business.

(6) Party B has already disclosed all contracts, government approvals and licenses that may have significant adverse effect on Party B’s ability to fully fulfill the obligations herein or documents binding Party B’s assets or businesses. There is no misrepresentation or omission of any major facts in documents provided by Party B to Party A previously.

(7) Party B shall pay service fee to Party A in full according to the clauses herein and maintain the continuous validity of related licenses and qualifications of business of Party B and Party B’s subsidiaries, and assist Party A, provide sufficient cooperation with Party A, actively cooperate over the service provided by Party A in all affairs for Party A to effectively execute the responsibilities and obligations herein, and also accept reasonable comments and suggestions from Party A relating to the businesses of Party B and Party B’s subsidiaries.

(8) Without Party A’s prior written consent, beginning from the signing date of this agreement, Party B shall not and shall urge Party B’s subsidiary not to sell, transfer, mortgage or dispose in through other ways any assets (except for assets of less than RMB1 million necessary for normal business operation), intellectual property right, certificates, business, right of management and legitimate rights and interests.

(9) Without Party A’s prior written consent, Party B shall not pay any expenses to any third party for any reason except for reasonable expenditures in the course of normal business operation, and shall not exempt any third party’s debts or borrow or lend loan to any third party, or provide guarantee or warranty, or allow any third party to place other security interests on Party B’s assets or interests.

(10) Without Party A’s prior written consent, beginning from the signing date of this agreement, Party B shall not and shall urge Party B’s subsidiary not to incur, inherit, guarantee or tolerate any debts (except debt of less than 1 million Yuan necessary for normal business operation).

(11) Without Party A’s prior written consent, beginning from the signing date of this agreement, Party B shall not and shall urge Party B’s subsidiary not to sign any major contracts (except the contract of less than 1 million Yuan necessary for normal business operation) or sign any other contracts, agreements or arrangements conflicting with this agreement or possibly damaging Party A’s rights and interests herein.

(12) Without Party A’s prior written consent, Party B shall not and shall urge Party B’s subsidiary not to be merged into or constitute a joint entity with any third party, invest in or purchase any third party or be invested in, purchased or controlled, increase or decrease the registered capital, change the corporation form or registered capital structure in other ways or accept the investment and capital increase of existing shareholders or third party in Party B, or liquidate and dissolve as of the signing date herein.

(13) To the extent permitted by relevant PRC Laws, Party B will appoint candidates recommended by Party A as Party B’s director; Except for written permission from Party A or legal reasons, Party B shall not refuse to appoint the candidate recommended by Party A by any excuse.

(14) Party B shall hold any and all governmental licenses, certificates, authorizations and approvals necessary for starting business during the effective term of the agreement, and also shall ensure all foregoing governmental licenses, certificates, authorizations and approvals are effective and legal during the entire term of this agreement. In case of alteration and/or increase of governmental licenses, certificates, authorizations and approvals for Party B to start business during the term of this agreement, Party B shall implement the alteration and/or supplementation according to the requirements of related local laws.

(15) Immediately notify Party A of occurrence or possible occurrence of situations that may have significant adverse effect on Party B’s business and operation, and put forth its best effort to prevent such situation from occurring and/or prevent losses from increasing.

(16) Without Party A’s prior written consent, Party B and /or Party B’s subsidiary shall not alter articles of association, change Primary Business, change business scope, model, profit model, marketing strategies, business principles or make major adjustments in customer relations.

(17) Without Party A’s prior written consent, Party B and /or Party B’s subsidiary shall not have any arrangement of enter into any partnership or joint venture or profit sharing with any third party, or other arrangements, such as pay usage fees, service fees or consulting fees, to transfer benefits or share profits.

(18) Without Party A’s prior written consent, Party B and /or Party B’s subsidiary shall not transfer the rights or obligations herein to any third party.

(19) Upon Party A’s request, Party B shall provide information about Party B’s operation management and financial condition to Party A from time to time.

(20) Without Party A’s prior written consent, Party B shall not disclose or distribute profits, dividends or any other interests to other shareholders.

(21) Provide any technologies or other information to necessary or useful for Party A to provide services contemplated herein.

(22) Without Party A’s prior written consent, Party B shall not alter, change or dismiss Party B’s director and senior manager.

4.3 Under the circumstance of death, insolvency, bankruptcy, liquidation, dissolution, termination of Party B’s registered shareholder or occurrence of other situations that may influence Party B’s shares held by Party A, the registered shareholder’s successor or shareholder or transferee of Party B’s equities at that time will be regarded as a party to this agreement and will inherit/undertake all rights and obligations herein.

The Parties represents to each other: In the event that PRC laws allow Party A to directly hold Party B’s equities and permits Party A and/or Party A’s subsidiaries (if any) to be engaged in Party B’s business, and if Party A intends to directly hold Party B’s equities, the Parties will terminate this agreement immediately and enter into relevant agreements that will allow Party A to directly or indirectly hold the equities of Party B and Party B’s subsidiaries. When this agreement is terminated, Party B’s shareholders shall return any consideration that Party A’s overseas holding company pays to purchase Party B’s equities to Party A’s overseas holding company.

5. Validation and Effective Term

This agreement shall take effect as of the signing date. Unless terminated according to article 6.1 herein, this agreement will be valid perpetually.

6. Termination

6.1 This agreement shall be terminated:

(a) on the effective date of Party B’s bankruptcy, liquidation, termination or dissolution in accordance with the law prior to the expiration date of this agreement, ;

(b) on the effective date of the transfer of Party B’s equities to Party A or Party A’s designee pursuant to the “Exclusive Option Agreement” signed by the Parties and Party B’s existing shareholder on October 4, 2018;

(c) on the date when Party A is officially registered as the Party B’s sole shareholder after Party A is permitted to directly hold Party B’s equities under PRC Laws and Party A and/or Party A’s subsidiaries and branches can legally engage in Party B’s business;

(d) On the expiration date of the written notification of terminating this agreement sent by Party A to Party B 30 days in advance at any time within the effective term of this agreement;

(e) in advance in accordance with the provisions of article 7 herein.

6.2 Party B shall not terminate this agreement before the expiry of this agreement. Party A shall not undertake the responsibility for breach of this agreement if it terminates this agreement unilaterally in accordance with article 6.1(d).

6.3 The rights and obligations of articles 3, 8, 19, 11 and 16.3 shall survive the termination of this agreement.

6.4 Each Party’s payment obligations (including but not limited service fee) herein due on the termination date of this agreement or before the expiry date of this agreement will not be exempted and any liability for breach of the contract before the termination of this agreement will also not be exempted when this agreement is terminated in advance or expired for any reason. All payable service fees before the termination and expiry of this agreement shall be paid to Party A within 15 working days as of the termination date of this agreement.

7. Liability for Breach of this Agreement

7.1 Unless otherwise specified in other articles herein, if one Party fails to fulfill certain obligations herein or violates this agreement in other ways (the “Defaulting Party” ), the other party (the “Damaged Party” ) can: (a) notify the Defaulting Party of the nature and scope of the violation in writing and ask the Defaulting Party to remediate at its own expense within a reasonable period of time (hereinafter referred to as “Remediation Period” ); and if the Defaulting Party fails to take remedial measures during the Remediation Period, the Damaged Party is entitled to ask the Defaulting Party to undertake all responsibilities for the Defaulting Party’s violation and also compensate all actual economic losses due to the Damaged Party, including without limitation, the legal fees incurred in litigation and arbitration proceedings relating to the violation. The Default Party is also entitled to ask the Default Party to perform its contractual obligations and request the court or the relevant arbitration institution to issue an order of specific performance by the Default Party; (b) terminate this agreement and ask the Defaulting Party to undertake all responsibilities for the Defaulting Party’s violation and also compensate all damages; or (c) place the pledged equity on discount, auction or selling according to the Equity Pledge Agreement signed on October 4, 2018, be entitled to compensation priority in the amount of discount, auction and selling, and ask the Defaulting Party to undertake all losses hereof. While exercising the foregoing remedial right, the Damaged Party is entitled to other remedial rights regulated herein and under the relevant laws and regulations.

7.2 The Parties hereby agree and confirm that, subject to the compulsory requirements of PRC laws, if Party B is the Defaulting Party, the Damaged Party is entitled to terminate this agreement unilaterally and ask the Defaulting Party to compensate the losses. However, if Party A is the Defaulting Party, the Damaged Party shall exempt Party A’s obligation of compensating the losses, and unless the law states otherwise, the Damaged Party is not entitled to terminate this agreement under any circumstance.

8. Governing Laws, Dispute Settlement and Modification of Law

8.1 The signing, validation, interpretation, implementation, revision and termination of this agreement and settlement of disputes herein shall be governed by PRC Laws.

8.2 Any disputes arising from the interpretation and implementation of this agreement shall be firstly solved through the Parties’ friendly negotiations. In case that the consensus on settlement of such disputes is not reached within 30 days after any party asks the other party to reach solution through friendly negotiations, any party can submit the disputes to Shanghai International Economic Trade Arbitration Committee, which gives verdict according to the prevailing arbitration rule at that time. The arbitration shall take place in Shanghai and language for arbitration shall be Chinese. The arbitration award is final and binding on each party. The arbitral tribunal can order Party B to compensate the losses of Party A with Party B’s equity interests, assets or property rights & interests, reach judgment of mandatory relief through mandatory transfer of related business or assets or order Party B to declare bankruptcy. After the arbitration award becomes effective, any party is entitled to apply for the relevant court to execute the arbitration award. If necessary, the arbitral institution is entitled to order the defaulting party to cease the breach of this agreement or refrain from actions that would increase the losses to Party A before making final verdict for the disputes of all parties. The courts in Hong Kong, Cayman Islands, China or other places with right of jurisdiction (including the court in the place of Party B, or the court in the place of main asset of Party A or Party B shall be deemed as the court with right of jurisdiction) similarly are entitled to confer or execute the verdict of the arbitral tribunal and is also entitled to make judgment or execute temporary relief for Party B’s equity or property interests, and give verdict or judgment of providing certain temporary relief for the party instigating the arbitration before the establishment of arbitral tribunal, such as reaching verdict or judgment of ordering the Defaulting Party to cease the breaching of this agreement or not have behaviors of further increasing the losses to Party A.

8.3 In the arbitration for any disputes arising from the interpretation and implementation of this agreement, the Parties herein shall continue executing other rights and obligations herein respectively except the matters herein in dispute.

8.4 Due to the issuing or alteration of any PRC Laws, rules or regulations or due to the change in interpretation or application of such laws, rules or regulations any time after the signing date, the following agreement shall be applicable: to the extent permitted by PRC Laws, (a) if the alteration of laws or newly issued regulations are more preferential for a Party compared to the relevant laws, decrees, orders or regulations that were in effect on the signing date hereof, each Party shall actively and immediately apply for obtaining the benefits brought by the modification or new regulations and put forth their best effort to obtain the approval for the application; or (b) in case that any party’s economic benefit is directly or indirectly adversely influenced due to the alteration of foregoing laws or newly issued regulations, this agreement shall be continuously executed as scheduled. All parties shall obtain the exemption from the altered or new regulations through legal means. If the negative effect on the economic benefit of any Party cannot be resolved under this agreement, all Parties shall immediately negotiate and make all necessary alterations to this agreement after receiving the notification of the affected Party to safeguard the economic benefit of the affected Party.

9 Force Majeure

9.1 “Force majeure” refers to events that cannot be foreseen, avoided and overcome so that the this agreement cannot be executed in part or full. Such events include but are limited to earthquake, typhoon, flood, water disaster, war, strike, turmoil, governmental behavior, changes to legal regulations or their application.

9.2 In case of the occurrence of a force majeure event, a Party’s obligation that is being affected by force majeure shall be automatically suspended during the delay caused by force majeure, and the party’s period of implementation of this agreement shall be automatically prolonged. The prolonged period is the period of the suspension, and the party shall not undertake responsibility and suffer from punishment for it. In case of force majeure, all parties shall instantly negotiate with each other to seek a fair solution and try to minimize effect of force majeure by exerting all reasonable efforts.

10 Compensations

With regard to any litigation and claim for compensation directed at Party A or any losses, damages, responsibilities or expenses incurred arising from the consultation and services provided by Party A pursuant to Party B’s requests, Party B shall compensate Party A so that Party A is free of damages unless such losses, damages, responsibilities or expenses are incurred due to party A’s grievous fault or intentional misconduct.

11 Notices

11.1 All notices and other communications required or permitted to be given pursuant to this agreement shall be delivered personally or sent by registered mail, postage prepaid, by a commercial courier service or by facsimile transmission to the address of such parties set forth below. a confirmation copy of each notice shall also be sent by email. The date on which such notices shall be deemed to have been effectively given shall be determined as follows:

(1) Notices given by personal delivery, by courier service or by registered mail, postage prepaid, shall be deemed effectively delivered on the date of receipt or refusal at the address specified for notices;

(2) Notices given by facsimile transmission shall be deemed effectively delivered on the date of successful transmission (subject to transmission confirmation information automatically generated).

11.2 Any party can change the receiving address, fax and/or e-mail address when notifying other parties in accordance with the article herein.

12 Transfer

12.1 Without prior written consent of Party A, Party B shall not transfer the rights and obligations herein to any third party.

12.2 Party B agrees that Party A can notify Party B of transferring the rights and obligations herein to any third party in writing in advance without soliciting Party B’s consent.

13 Severability

In case that one or several of the terms of this agreement are found to be invalid, illegal or unenforceable in any aspect in accordance with any laws or regulations, the validity, legality or enforceability of the remaining provisions of this agreement shall not be affected or compromised in any respect. All parties shall strive for replacing such invalid, illegal or unenforceable terms with effective ones to the extent permitted by law and in accordance with the expectations of each party, and the economic effect of such effective terms shall be as close as possible to the that of those invalid, illegal or unenforceable terms.

14 Revision and supplementation

14.1 Any revision and supplementation of this agreement shall be made in writing. Any revision and supplementary agreement signed by the Parties relating to this agreement shall be the inalienable part of this agreement, having the same legal effect.

14.2 If revision of this agreement is proposed by Nasdaq or other regulatory institutions, or is required according to securities listing regulations of Nasdaq or related regulations, rules and guiding requirements, this agreement shall be revised by the Parties.

15 Text

This agreement has two copies with one held by each Party, having the same legal effect.

16. Others

16.1 Except for revision, alteration and supplementation that are executed after signing of this agreement, this agreement shall constitute the entire agreement reached by and among the Parties hereto with respect to the subject matter hereof, and also shall replace all prior oral and written consultations, representations and contracts reached with respect to the subject matter of this agreement.

16.2 This agreement shall have binding force on successors of the Parties and their respective transferees who are approved by the Parties.

16.3 A Party’s waiver to another Party’s violation of this agreement under certain situation shall not be regarded as waiver made by the Party in such similar violation of this agreement under other situations.

16.4 The titles of this agreement are for convenience in reading only, and shall not be used to interpret, explain or influence the meanings regulated herein.

This agreement is signed by and between the Parties in the place and on the date specified at the beginning of this agreement.

Hangzhou Yihan Technology Co., Ltd. (seal)

[Company seal is affixed]

Signature:	/s/ Sijia CHEN
Name: Sijia CHEN
Position: Legal representative

(No text below, the signing page of “Exclusive Business Cooperation Agreement”)

Hereby certified, this agreement is signed by and between the Parties in the place and on the date specified at the beginning of the text.

Hangzhou Hanyi E-commerce Co., Ltd. (Seal)

[Company seal is affixed]

Signature:	/s/ Lei SUN
Name: Lei SUN
Position: Legal representative

Attachment I

For the purpose of notification, the Parties’ specific address is as below:

Party A: Hangzhou Yihan Technology Co., Ltd.

Address: Room 410, Floor 4, A11 Building, Jiusheng Road 9, Jianggan District, Hangzhou.

Party B: Hangzhou Hanyi E-commerce Co., Ltd.

Address: Room 430, Floor 4, A13 Building, Jiusheng Road 9, Jianggan District, Hangzhou

Exhibit 10.2

Equity Pledge Agreement

This Equity Pledge Agreement (hereinafter referred to as “ this Agreement ”) is signed in Hangzhou, China on 4 th October 2018 among the following Parties:

Party A: Hangzhou Yihan Technology Co., Ltd. is a limited liability company duly incorporated and validly existing under the laws of the People’s Republic of China, with its office in Room 410, F4, Building A11, No.9 Jiusheng Road, Jianggan District, Hangzhou.

(Hereinafter referred to as “ Pledgee ”)

Party B: Hangzhou Xinghui Business Management Consulting Co., Ltd. is a limited liability company duly incorporated and validly existing under the laws of the People’s Republic of China, with its office in Room 409, F4, Building A11, No.9 Jiusheng Road, Jianggan District, Hangzhou, Zhejiang Province.

Feng Min, whose ID number is #####, with address of #####

(Hereinafter referred to as “ Pledgor ”)

Party C: Hangzhou Hanyi E-commerce Co., Ltd. is a limited liability company duly incorporated and validly existing under the laws of the People’s Republic of China, with its office in Room 410, F4, Building A13, No.9 Jiusheng Road, Jianggan District, Hangzhou.

In this agreement, the Pledgee, Pledgor and Party C are individually called “ Party ” and collectively referred to as “ Parties ”.

Whereas:

1. The Pledgor owns 100% equity of Party C. Party C is a limited liability company registered in Hangzhou, China. Party C acknowledges and confirms the Pledgor’s and Pledgee’s rights and obligations under this agreement. Party C agrees to provide all necessary assistance for equity pledge (including the pledge registration) under this agreement;

2. The Pledgee is a wholly owned foreign enterprise registered in Hangzhou, Zhejiang Province. The Pledgee and Party C entered into the Exclusive Business Cooperation Agreement (hereinafter referred to as the “ Business Cooperation Agreement ”) on 4 th October 2018. The Pledgee shall provide Party C with related exclusive technical services, technical consultations and other services based on the Exclusive Business Cooperation Agreement.

3. The Parties hereunder signed an exclusive call option agreement (hereinafter referred to as the “ Exclusive Call Option Agreement ”) on 4 th October 2018. To the extent permitted by PRC Laws and corresponding requirements, the Pledgor shall transfer Party C’s equity it holds to the Pledgee, and/or any other entity or individual designated by the Pledgee in whole or in part according to the Pledgee’s requirements provided that the Pledgee decides to buy the equity.

4. The Parties hereunder sign a proxy agreement on shareholders’ voting rights (hereinafter referred to as the “ Proxy Agreement on Shareholders ’ Voting Rights ”) on 4 th October 2018. The Pledgor has irrevocably entrusted the person designated by the Pledgee with the full power to exercise all her rights to entrust and vote as Party C’s shareholder.

5. The Pledgor shall pledge, in favour of the Pledgee, the Pledged Equity Interests for securing the complete and due performance of the contractual obligations and debt settlement. Party C agrees with such equity pledge arrangement.

1. Definitions

Unless otherwise defined hereunder, the following terms shall have the meanings as follows:

1.1 “ Pledgee’s Right ” shall refer to the security interests granted to the Pledgee according to Article 2 of this agreement, namely the Pledgee’s Rights to enjoy the priority of compensation from equity discounts, transfer, auction or sales.

1.2 “ Equity ” shall refer to all Party C’s equity lawfully held by the Pledgor from the effective date of this agreement, such that the Pledgor has rights to dispose and pledge it to the Pledgee according to provisions of this agreement as guarantee for Party C’s fulfillment of its obligations and debts hereunder (including the Pledgor’s current equity constituting Party C’s registered capital and all related equity) and increase equity as per Article 6.7 of this agreement.

1.3 “ Pledge term ” shall have the meaning specified in Article 3 of this agreement.

1.4 “ Default ” shall refer to any circumstance listed in Article 7 of this agreement.

1.5 “ Default notices ” shall refer to the notices for announcing defaults issued by the Pledgee as per this agreement.

1.6 “ Contractual obligations ” shall refer to all the Pledgor’s contractual obligations under the Exclusive Option Agreement and the Proxy Agreement on Shareholders’ Voting Rights; all Party C’s contractual obligations under the Business Cooperation Agreement, Exclusive Option Agreement and Proxy Agreement on Shareholders’ Voting Rights; and all the Pledgor’s and Party C’s contractual obligations under this agreement.

1.7 “ Transaction agreements ” shall refer to the Business Cooperation Agreement, Exclusive Option Agreement and Proxy Agreement on Shareholders’ Voting Rights, or either of such agreements.

1.8 “ Collateralized debts ” shall mean (i) any or all debts that Party C owes to the Pledgee, including but not limited to consultation and service fees that Party C shall pay to the Pledgee according to the Business Cooperation Agreement on the given maturity date, ahead of time or in other ways, compensation, lawyers’ fees, arbitration fees, and fees for exercising rights of pledge such as equity evaluation and auction; (ii) all the Pledgee’s direct, indirect or derivative and foreseeable losses resulting from any default of the Pledgor or Party C. The basis for determining the amount of such losses shall include without limitation the Pledgee’s reasonable business plans and earnings forecasts, and all expenses incurred when the Pledgee forces the Pledgor and/or Party C to perform their contractual obligations.

1.9 “ PRC Laws ” shall include all laws, regulations, rules, notices, interpretations or other binding documents legislated by any central or regional legislation, administrative or judicial department.

1.10 “ Security interests ” shall include security, mortgage, third-party rights or interests, all rights to purchase equity, rights of acquisition, pre-emptive rights, rights of set-off, retained title or other collateral arrangements.

2. Pledgee ’ s Right

2.1 The Pledgor hereby pledges the Equity to the Pledgee in the first order of priority to guarantee prompt and full debt repayment and performance of contractual obligations. Party C agrees that the Pledgor may pledge the equity to the Pledgee as per this agreement.

2.2 All Parties understand and acknowledge that the estimated monetary value generated for guaranteeing debts or related estimated value shall be changeable and floating until the settlement date (refer to Article 2.4 for the definition). The Pledgor and the Pledgee may adjust and confirm the maximum amount of debts guaranteed by the equity from time to time by the settlement date by revising and supplementing this agreement with both Parties’ consent in case of any change to the estimated monetary value of guaranteed debts and equity.

2.3 In any of following events (hereinafter referred to as “ events for settlement ”), the value of guaranteed debts shall be determined based on the total amount of payable guaranteed that is not paid to the Pledgee on the latest date before any event for settlement occurs or on the date of the event (hereinafter referred to as “ confirmed debts ”):

(a) The Business Cooperation Agreement has expired or has been terminated according to the relevant articles;

(b) The Pledgee issues a default notice to the Pledgor as per Article 7.3, because any default specified in Article 7 of this agreement has occurred and is still unsolved;

(c) After proper investigation, the Pledgee reasonably determines that the Pledgee and/or Party C have become insolvent or might become insolvent; or

(d) Any other event occurs, under which guaranteed debts shall be determined as per PRC laws, rules and regulations.

2.4 To avoid ambiguity, the date on which the event for settlement occurs shall be deemed the settlement date (hereinafter referred to as the “ settlement date ”). The Pledgee shall have rights to exercise the rights of pledge as per Article 8 at its discretion on the settlement date or thereafter.

2.5 Within the pledge term (refer to Article 3.1 for definition), the Pledgee shall have rights to accept any dividend, bonus or other distributable interests generated because of the equity. The Pledgor shall deposit or cause Party C to deposit such fructus in the account designated by the Pledgee in writing after receiving the Pledgee’s written requirements, or use such fructus for repaying guaranteed debts in advance. The Pledgor shall not withdraw such fructus deposited in the account deposited in the account designated by the Pledgee in writing without the written consent of the Pledgee.

2.6 Within the term of this agreement, the Pledgee shall not assume any responsibility for any equity depreciation unless otherwise caused by the Pledgee’s intentions or gross negligence. In this case, the Pledgor shall have no right to make any claim or request to the Pledgee.

2.7 Without violating Article 2.6 of this contract, the Pledgor agrees that the Pledgee may auction or sell the equity on behalf of the Pledgor anytime provided that any value of the equity is likely to decline and thereby probably impairs the Pledgee’s Rights, and the Pledgor agrees that the proceeds from such auction or sales shall be used for debt repayment or such money shall be held in escrow by a notary office of the area where the Pledgee is. All expenses thereby incurred shall be deducted from the proceeds from such auctions or sales. In addition, the Pledgor shall provide other property as guarantee to the Pledgee’s satisfaction, when there is a likelihood that any value of the equity might decline significantly and will probably impair the Pledgee’s Rights, the Pledgor must promptly notify the Pledgee, and take necessary actions to handle above events or minimize their adverse impacts in accordance with the Pledgee’s reasonable requirements, or else the Pledgor shall compensate the Pledgee for all direct or indirect losses thereby incurred.

2.8 The equity pledge hereunder is a continuous guarantee. It shall be effective until full performance of all contractual obligations and full repayment of guaranteed debts. The Pledgee’s exemption or tolerance of the Pledgor’s any default or the Pledgee’s late exercising of any right under Transaction Agreements and this agreement shall not affect the Pledgee’s subsequent rights to ask the Pledgor or Party C to strictly perform the Transaction Agreements and this agreement thereafter according to this agreement, related PRC Laws and Transaction Agreements, or affect the Pledgee’s subsequent rights against the Pledgor’s or Party C’s breach of the Transaction Agreements and/or this agreement.

3. Pledge Term

3.1 The Pledgee’s Right shall take effect from the date on which it is registered with the administration for industry and commerce of the area where Party C is (hereinafter referred to as the “ registration authority ”). The Pledgee’s Right shall be valid from such effective date and expire when the last guaranteed debt and contractual obligation is repaid and fulfilled, and the Pledgee agrees to buy all Party C’s equity held by the Pledgor to the extent permissible by PRC laws.

3.2 The Pledgee shall be authorized but not obliged to dispose of the Pledgee’s Right according to this contract provided that Party B and/or Party C fails to perform the contractual obligations or repay the guaranteed debts (including paying for exclusive consultations or services or failing to perform other obligations under any Transaction Agreement) within the pledge term.

4. Registering the Pledgee ’ s Right and Keeping Equity Records within the Pledge Term

4.1 The Pledgor and Party C agree and undertake that, after signing this agreement, Party C must immediately and the Pledgor must procure Party C to immediately record the arrangements for the equity pledge hereunder on Party C’s Register of Shareholders on the date of signing this agreement; and an application shall be submitted to the registration authority for registering (or changing) the equity pledge according to the Measures for the Registration of Equity Pledge at Administrative Departments for Industry and Commerce within 20 days after signing this agreement. The Pledgor and Party C further agree and undertake to handle all formalities for registering the equity pledge and get the registration notice from the registration authority within 30 days after the application for registering the equity pledge is formally accepted by the registration authority. The registration authority shall completely and accurately record matters about such equity pledge on the register of equity pledge.

4.2 Within the pledge term specified hereunder, the Pledgor shall submit original contribution certificate for the equity and the register of shareholders documenting pledge (and other documents reasonably required by the Pledgee, including but not limited to the notice on pledge registration issued by the administration for industry and commerce) to the Pledgee. The Pledgee shall keep such documents within the entire pledge term specified hereunder.

5. Representations and Warranties of the Pledgor and Party C

The Pledgor represents and warrants to the Pledgee as follows:

5.1 The Pledgor has complete and independent legal status and capacity under PRC Laws. Besides, the Pledgor has been legitimately authorized to sign, deliver and perform this agreement. The Pledgor may be an independent subject of litigations.

5.2 The Pledgor is the sole legal owner and beneficiary of the equity. The Pledgor has full rights and power to pledge the equity to the Pledgee according to this agreement, while the Pledgor shall be also authorized to dispose of the equity and any part of the equity. Unless the Pledgor and the Pledgee additionally enter into an agreement, the Pledgor shall possess the legitimate and full title of the equity,

5.3 The Pledgee shall have rights to dispose and transfer the equity as per this agreement.

5.4 Except for the Pledgee’s Right, the Pledgor doesn’t set any security interest or other encumbrances on the equity. There is no dispute on the equity ownership, outstanding tax or fee on the equity. The ownership of the equity isn’t detained or subject to restraints of other legal proceedings or similar threats and can be pledged and transferred according to applicable laws.

5.5 The Pledgor’s signing of this agreement or exercising of any right hereunder or performance of obligations hereunder will not violate or go against any laws, regulations, court awards, arbitration authority’s awards, administrative authorities’ decisions, agreements or contracts binding upon the Pledgor’s assets under which the Pledgor is party, or any commitments that the Pledgor makes to any third party.

5.6 All documents, materials, statements and vouchers that the Pledgor offers to the Pledgee shall be accurate, true, complete and effective no matter if they are offered before or after this agreement takes effect or within the pledge term.

5.7 This agreement shall constitute lawful, valid and binding obligations on the Pledgor after it is appropriately signed by the Pledgor.

5.8 The Pledgor has full rights and authorities to sign and deliver this agreement and all other documents on aforementioned transactions hereunder to be signed. In addition, the Pledgor has full rights and authorities to complete such transactions.

5.9 Apart from registering the equity pledge with a registration authority, any third party’s consent, permission, waiver or authorization, or any government organization’s approval, permission or exemption, or registration or filing formalities handled with any government agency, which are necessary for signing and performing this contract and making the equity pledge effective hereunder, have been obtained or handled, and will keep fully effective within the term of this agreement.

5.10 The pledge hereunder constitutes the first security interests in the equity under this contract.

5.11 All taxes and fees for obtaining the equity have been fully paid by the Pledgor.

5.12 The Pledgor, or its property or equity is not subject to any outstanding lawsuits, legal proceedings or requests or those that are known by the Pledgor to be threatening from any court or arbitration tribunal. Besides, The Pledgor, or its property or equity is not subject to any of such lawsuits, legal proceedings or requests from any government agency or administrative authority. There is no material or adverse impacts imposed upon the Pledgor’s economic conditions or abilities to fulfill obligations and perform the guarantee responsibilities hereunder.

5.13 Unless otherwise specified hereunder, the Pledgee shall not be hindered from exercising its rights as Pledgee hereunder anywhere and anytime.

5.14 Hereby, the Pledgor agrees to assume joint liability for all Party C’s statements and warranties under this agreement.

5.15 The Pledgor undertakes to the Pledgee that all these statements and warranties shall be true, correct, accurate, complete and fully obeyed anytime under all circumstances before all contractual obligations are fulfilled or guaranteed debts are fully repaid.

Party C represents and warrants to the Pledgee as follows:

5.16 Party C is a limited liability company lawfully incorporated and validly existing under PRC laws. Being qualified as independent legal entity, it may act as independent subject of litigation. Formally registered with a competent administration for industry and commerce, Party C has passed all previous annual reports or lawfully submitted the annual reports. With complete and independent legal status and standing, Party C has been appropriately authorized to sign, deliver and perform this agreement.

5.17 This contract shall constitute legitimate, effective and binding obligations upon Party C after it is appropriately signed by Party C and takes effect.

5.18 Party C owns the full power and authorities to sign and deliver this agreement and all other documents related to transactions hereunder. Party C also owns the full power and authorities to complete such transactions.

5.19 There is no material security interest or other encumbrance which might affect the Pledgee’s Rights or interests in equity, including but not limited to transfer of any of Party C’s intellectual property or any assets with a worth no less than RMB500,000, or any encumbrance in property or rights to use such assets.

5.20 The equity, or Party C or its assets are not subject to any outstanding lawsuits, arbitrations or other legal proceedings or those known to be threatening by Party C from any court or arbitration tribunal. Besides, the Pledgor, or its property or equity is not subject to any of such lawsuits, arbitrations or legal proceedings from any government agency or administrative authority. There is no material or adverse impacts imposed upon Party C’s economic conditions or the Pledgor’s or Party C’s abilities to perform the obligations and guarantee responsibilities hereunder.

5.21 Hereby, Party C agrees to assume joint liability for the Pledgor’s representations and warranties under this agreement.

5.22 Party C’s signing of this contract and exercising of its rights hereunder or fulfillment of its obligations under this agreement will not violate or conflict with any laws, rules, any court judgments, any arbitration authority’s awards, any administrative authority’s decisions, any agreement or contract under which Party C is bound as a party or its assets are bound, or any commitment that Party C makes to any third party.

5.23 All documents, materials, statements and proofs that Party C offers to the Pledgee shall be accurate, true, complete and valid no matter whether they are provided before or after this agreement takes effects within the pledge term.

5.24 Apart from registering the equity pledge with a registration authority, any third party’s consent, permission, waiver or authorization, or any government organization’s approval, permission or exemption, or registration or filing formalities handled with any government agency, which are necessary for signing and performing this contract and making the equity pledge effective hereunder, have been obtained or handled, and will continue to be effective within the term of this agreement.

5.25 The pledge hereunder constitutes the first lien secured interests in the equity under this contract.

5.26 Party C hereby undertakes to the Pledgee that all the above representations and warranties shall be true and correct under any circumstance at any time before all contractual obligations are performed or guaranteed debts are fully repaid, and Party C will completely abide by such representations and warranties.

6. Undertakings and Further Consents of the Pledgor and Party C

The Pledgor undertakes and further agrees that:

6.1 Within the term of this agreement, the Pledgor specially undertakes to the Pledgee that,

6.1.1 Except for performing the Exclusive Call Option Agreement, the Pledgor shall not transfer or permit others to transfer the equity in whole or in part, impose or permit others to impose any new pledge, security interests or other encumbrance on the equity which might affect the Pledgee’s Rights and interests in the equity without the prior written consent of the Pledgee. For the equity transfer performed with the Pledgee’s written consent, the Pledgor shall firstly use the proceeds from such equity transfer for repaying guaranteed debts to the Pledgee or hold the proceeds in escrow by a third person designated by the Pledgor.

6.1.2 The Pledgor must obey and exercise all laws, rules and regulations applicable to Pledgee’s Rights. Within 5 days after receiving any notice, order or suggestion on pledge from related competent authorities (or any other related departments), the Pledgor shall show the Pledgee such notices, orders or suggestions, or bring forth objections or statements regarding them according to the Pledgee’s reasonable requirements or with the Pledgee’s consent.

6.1.3 The Pledgor shall immediately notify the Pledgee of all events which might affect the Pledgee, the equity, or any rights of the Pledgee, or any events affecting the interests under Transaction Agreements and this agreement (including but not limited to any lawsuit, arbitration, other requests, any third party’s dispute over the equity title, any civil or criminal/administrative proceedings, arbitrations or any other legal proceedings filed against the Pledgor or equity when the Pledgee’s pledge is or might be subject to any third party’s adverse impacts, or potential threats of confronting any aforementioned lawsuit, arbitration or legal proceeding judged by the Pledgor), notices received by the Pledgor, and any event which might affect any warranties or obligations of the Pledgor under this agreement, and take all necessary measures to protect the Pledgee’s Rights and interests in the pledged equity according to the Pledgee’s reasonable requirements.

6.2 The Pledgor agrees that the Pledgee’s exercise of the Pledgee’s Right hereunder shall not be interrupted by the Pledgor or any successor or representative of the Pledgor or any others through legal proceedings.

6.3 To protect or improve the security interests granted for repaying debts and performing contractual obligations, and ensure the Pledgee’s exercise of the security interests over the pledged equity and such rights, the Pledgor hereby specially undertakes to register the equity pledge hereunder with related registration authority within 20 days after signing this agreement. Besides, the Pledgor shall appropriately sign and cause other Parties concerned in the equity pledge to sign all documents designated by the Pledgee (including but not limited to the supplemental agreement of this agreement), certificates, agreements, deeds and/or undertakings. The Pledgor also undertakes to take and cause other Parties concerned in the equity pledge to take actions required by the Pledgee, assist the Pledgee in exercising its rights and authorities hereunder, and sign all related documents regarding the equity title with the Pledgee or the party designated by the Pledgee (natural person/legal person). The Pledgor undertakes to provide the Pledgee with all notices, orders and decisions on the Pledgee’s Right within reasonable deadlines at the Pledgee’s request.

6.4 The Pledgor hereby specially undertakes to the Pledgee to obey and perform all warranties, undertakings, agreements, statements and requirements under this agreement. The Pledgor shall compensate the Pledgee all losses thereby incurred if the Pledgor fails to perform or only partially performs its warranties, undertakings, agreements, statements and requirements hereunder.

6.5 The Pledgor shall make every effort (including offering other guarantees to the court or taking other measures to rescind the court’s or other departments’ coercive measures against the equity) in case that any court or other government agency takes any compulsory measures against the equity pledged hereunder.

6.6 If the equity is concerned in any property preservation or compulsory enforcement, or is likely to depreciate or be loss to impair the Pledgee’s Rights, the Pledgor shall immediately inform the Pledgee of such circumstances in writing, and cooperatively take effective measures for protecting the Pledgee’s Rights and interests together with the Pledgee, including but not limited to offering extra property as mortgage or guarantee. If the Pledgor refuses to offer such mortgage or guarantee, the Pledgee may auction or sell the equity anytime, and firstly use the proceeds from such auction or sales for advance debt repayment or drawing. All expenses thereby incurred shall be borne by the Pledgor.

6.7 Without the Pledgee’s prior written consent, the Pledgor and/or Party C shall not or help others increase, reduce or transfer Party C’s registered capital (or their amount of contributions to Party C), or impose any encumbrance on the registered capital (including the equity). On the premise of following this provision, Party C’s equity that the Pledgor registers and obtains after the signing date of this agreement (hereinafter referred to as the “ extra equity ”) and corresponding capital stock of such equity in Party C’s registered capital must be also deemed the equity that the Pledgor pledges to the Pledgee in accordance with this agreement. The Pledgor and Party C shall immediately enter into a supplementary equity pledge agreement on the extra equity with the Pledgee at the time of obtaining such extra equity, request Party C’s Board of Directors (executive director) and Shareholders’ Committee to approve the supplementary equity pledge agreement. Besides, they shall offer the Pledgee all necessary documents for signing the supplementary equity pledge agreement, including but not limited to: (a) the original capital contribution certificate on such extra equity issued by Party C, and (b) capital verification report on the extra equity issued by Chinese certified public accountants or duplicates of other capital contribution certificates. The Pledgor and Party C shall handle formalities for registering the pledge of such extra equity as per Article 4.1 of this agreement, and deliver related documents to the Pledgee for safekeeping according to Article 4.2 of this agreement.

6.8 Unless otherwise instructed by the Pledgee in writing in advance, the Pledgor and/or Party C agree that if the shares are transferred between the Pledgor and any third party (hereinafter referred to as the “ share assignee ”) against this agreement in part or in whole, the Pledgee and/or Party C shall ensure that the share assignee unconditionally admits the pledge and handles the necessary formalities for registering the pledge changes (including but not limited to signing related documents) in order to guarantee survival of the Pledgee’s Right. The Pledgor’s and/or Party C’s performance of this article shall not be construed as the Pledgee’s waiver of claims regarding their breach of this agreement. Hereby, the Pledgee preserves its rights to investigate their breach.

6.9 If the Pledgee renders loans to Party C, the Pledgor and/or Party C agree to grant the Pledgee the Pledgee’s Right by pledging the equity as collateral, in order to guarantee the loan, and handle related formalities as soon as possible according to laws, regulations or local practices (if any), including but not limited to signing related documents and handling formalities for registering pledge or pledge changes.

6.10 The Pledgor shall not or allow anyone to take any actions which might have adverse effects on the Pledgee’s Rights or equity under the Transaction Agreements and this agreement. Hereby, the Pledgor irrevocably waivers the pre-emptive rights when the Pledgee exercises the Pledgee’s Right.

6.11 When it is necessary to transfer any equity for exercising the Pledgee’s Right hereunder, the Pledgor undertakes to make such transfer possible by taking all measures.

6.12 The Pledgor shall ensure that the procedures for convening meetings and ways for voting/making decisions by the Shareholders’ Committee and the Board of Directors (or the executive director) for signing this agreement, imposing pledges and exercising the Pledgee’s Right do no t violate laws, administrative regulations or Party C’s articles of associations.

6.13 Before all contractual obligations are fulfilled and guaranteed debts are fully repaid, the Pledgor shall not waive the equity pledged to the Pledgee as per this agreement, and/or waive the fructus generated for holding such equity, including but not limited to dividends.

6.14 Before all contractual obligations are fulfilled and guaranteed debts are fully repaid, the Pledgor shall not allow Party C to transfer, sell or dispose of any of its assets in any other way through any resolution without the Pledgee’s prior written consent.

6.15 The Pledgor shall not sign any document or make any related commitments (which have conflicts of interests with the agreements which have been signed and are being performed) with a third party other than Party C or the Pledgee or the nominee. The Pledgor shall not cause conflicts of interests among the Pledgor, the Pledgee and shareholders. In case of any such conflict of interests (the Pledgee shall have rights to unilaterally confirm if there is any such conflict of interests), the Pledgor shall try its best to promptly take measures to eradicate such conflicts with the Pledgee’s or its nominee’s prior written consent. The Pledgee shall be authorized to exercise the call options under the Exclusive Call Option Agreement if the Pledgor refuses to take actions to eliminate interests of conflicts.

6.16 If any revision, supplementation or update of this agreement cannot take effect until the corresponding procedures for examination/approval and/or registration of pledge changes are completed as stipulated by applicable laws, the Pledgor shall register such changes with the relevant registration authorities within 5 days of the revision, supplementation or update.

Party C undertakes and further agrees that:

6.16 If any third party’s consent, permission, waiver or authorization or any government organization’s approval, permission or exemption or registration or filing with any government organizations are necessary for signing/performing this agreement and pledging the equity hereunder, Party C shall try its best to assist in handling such formalities and keep them fully effective within the term of this agreement. Party C shall handle registration formalities for extending its business term if it expires within the term of this agreement, in order to maintain effectiveness of this agreement.

6.17 Without the Pledgee’s prior written consent, Party C shall not help or allow the Pledgor to impose any new pledge on equity, or authorize any other security interests or encumbrances, or help or permit the Pledgor to transfer the equity.

6.18 Party C agrees to strictly perform the obligations under articles 6.3, 6.7, 6.8, 6.9, 6.11, 6.12, 6.14 and 6.15 with the Pledgor.

6.19 Without the Pledgee’s prior written consent, Party C shall not transfer or sell Party C’s assets or impose or allow others to impose any security interests or other encumbrances which might impact the Pledgee’s equity rights and interests, including but not limited to transfer of any of Party C’s intellectual property or any assets with a worth of no less than RMB500,000 or any encumbrance in property or rights to use such assets.

6.20 When there is any lawsuit, arbitration or other request which might have adverse impacts upon interests of Party C, equity or the Pledgee under Transaction Agreements and this agreement, Party C undertakes to promptly notify the Pledgee in writing, and take all necessary measures for protecting the Pledgee’s Rights and interests over the pledged equity according to the Pledgee’s reasonable requests.

6.21 Party C shall not or allow anyone to take any actions which might have adverse impacts upon the Pledgee’s Rights or equity under the Transaction Agreements and this agreement.

6.22 Party C shall provide the Pledgee with financial statements of the preceding quarter of the Gregorian calendar (including but not limited to the balance sheet, income statement and cash flow statement) within the first month of each quarter of the Gregorian calendar.

6.23 Party C undertakes to take all necessary measures and sign all requisite documents according to the Pledgee’s reasonable requirements, so as to protect the Pledgee’s Rights and interests in the pledged equity, exercise and realize such rights and interests.

6.24 When it is necessary to transfer any equity for exercising of the Pledgee’s Right hereunder, Party C undertakes to make such transfer possible by taking all measures.

6.25 When the Pledgor is subject to liquidation, bankruptcy, dissolution, termination, death, loss of capacity or other circumstances which might impact its exercising of Party C’s equity, the Pledgor’s successor, or Party C’s current shareholder or assignee shall be deemed as Party of this agreement to inherit/bear all of the Pledgor’s rights and obligations under this agreement.

6.26 This agreement shall be terminated if Party C is required to be dissolved or liquidated by PRC laws; Party C and Party B shall transfer all their assets (including the equity) to Party A without charge or at the minimum prices and within the limits permitted by current Chinese laws, or the current liquidator shall dispose of all Party C’s assets (including the equity) at its discretion for the purpose of protecting interests of shareholders and/or creditors of Party A’s direct or indirect parents overseas.

6.27 All Parties undertake to each other that they shall terminate this agreement immediately once the Pledgee is permitted by PRC laws and the Pledgee decides to purchase all of Party C’s equity from the Pledgor in accordance with the Exclusive Option Agreement.

7. Defaults

7.1 All of following circumstances shall be deemed defaults:

7.1.1 The Pledgor violates or fails to perform any contractual obligations under the Exclusive Option Agreement, the Power of Attorney and/or this Agreement; Party C violates or fails to perform any contractual obligations under the Exclusive Option Agreement, Power of Attorney and/or this agreement.

7.1.2 Any statements or undertakings made by the Pledgor under Article 5 of this agreement contain material misstatements or errors, and/or the Pledgor violates any undertakings under Article 5 of this agreement, and/or any commitments under Article 6 of this agreement;

7.1.3 The Pledgor and Party C fail to register equity pledge with related registration authority according to Article 4.1;

7.1.4 The Pledgor and Party C violate any rules or articles of this agreement;

7.1.5 Unless otherwise clearly specified in Article 6.1.1, the Pledgor transfers or intends to transfer or waivers pledged equity or transfers pledged equity without the Pledgee’s written consent;

7.1.6 The Pledgor’s loans, undertakings, compensations, commitments or other debts to a third party (1) are required to be repaid or performed ahead of time due to the Pledgor’s breach of the relevant agreement with the third party; or (2) have become due, but cannot be repaid or performed on time;

7.1.7 The Pledgor cannot repay general debts or other debts;

7.1.8 Any approval, license, consent, permission or authorization from government organizations making this agreement compulsorily enforceable, legitimate and effective is revoked, terminated, nullified or changes substantively;

7.1.9 The promulgation of applicable laws makes this agreement illegal or makes it impossible for the Pledgor to continue to perform the obligations hereunder;

7.1.10 The Pledgee believes that the Pledgor’s abilities to fulfill its obligations hereunder have been affected in case of adverse changes to the Pledgor’s property.

7.1.11 Party C or its successor or trustee can only partially perform or refuses to perform its payment responsibilities under the Business Cooperation Agreement, and/or Party C can only partially repay or refuse to repay the guaranteed debts;

7.1.12 Any other circumstances under which the Pledgee can’t or might not exercise its rights of pledge hereunder.

7.2 The Pledgor shall immediately notify the Pledgee in writing once any circumstances mentioned in Article 7.1 are known or discovered, or any events leading to above circumstances have occurred.

7.3 Unless the defaults listed in Article 7.1 have been solved to the Pledgee’s satisfaction within 30 days after receiving the Pledgee’s notice, the Pledgee may issue a default notice to the Pledgor when such defaults occur or any time after the occurrence, and exercise all its remedial rights and power against the defaults under PRC laws, transaction agreements and this agreement, including but not limited to:

(a) asking the Pledgor and/or Party C to immediately make all outstanding payments due under the Business Cooperation Agreement, repay all debts due under the transaction agreements, make other payables due to the Pledgee, and/or repay the loan; and/or

(b) Dispose of the Pledgee’s Right according to Article 8 of this agreement; and/or dispose of the pledged equity in other ways (including but not limited to giving discounts to the equity in whole or in part, and enjoying the priority of compensation from the proceeds of the equity auction and sales).

The Pledgee shall have rights to exercise any of such rights based on its independent judgments and choices. Under this situation, all other Parties of this agreement shall unconditionally agree and fully collaborate. The Pledgee shall not assume any responsibility for any loss resulting from its appropriate exercise of such rights and power.

7.4 The Pledgee shall be authorized to appoint its lawyer or other agent in writing to exercise any and all such rights and power, while the Pledgor or Party C shall not raise any objection to such appointment.

7.5 The Pledgee shall be authorized to simultaneously or successively exercise any of its remedies. Before exercising its rights to auction or sell the equity hereunder, the Pledgee need not exercise other remedies first.

8. Exercise of the Pledgee’s Right

8.1 Before all contractual obligations are performed and guaranteed debts are fully repaid, the Pledgor shall not transfer its right or its equity in Party C without the Pledgee’s prior written consent.

8.2 The Pledgee may issue a default notice to the Pledgor according to Article 7.3 in exercising the Pledgee’s Right.

8.3 The Pledgee may compulsorily enforce the Pledgee’s Right while issuing a default notice according to Article 7.3 or any time after issuing such notice. The Pledgor shall cease to own any equity-related rights or interests once the Pledgee decides on the compulsory enforcement of the Pledgee’s Right.

8.4 The Pledgee shall have disposition rights of the pledged equity in exercising the Pledgee’s Right, all payments received from the Pledgee in exercising the pledge shall be disposed of in the following order:

(a) Pay all fees incurred for disposition of the equity and the Pledgee’s exercising of its rights and power, including the lawyer fees and agent’s fees;

(b) Pay taxes for disposing of the equity;

If there is a surplus after the above payments are deducted, the balance (excluding interests) shall be paid to the Pledgor or held in escrow by a third party authorized to receive such money according to the relevant PRC Laws or a local notary office of the place where the Pledgee is based (all expenses thereby incurred shall be deducted from such balance).

8.5 The Pledgor and Party C shall provide necessary assistance when the Pledgee disposes of the Pledgee’s Right as per this agreement, in order for the Pledgee to compulsorily enforce the Pledgee’s Right according to this agreement.

8.6 All actual outlays, taxes and legal fees related to the equity pledge and the Pledgee’s exercising of rights hereunder shall be assumed by Party C, except for those borne by the Pledgee as specified by laws. The Pledgee shall be authorized to deduct such expenses from the money earned from its exercising of rights and power on an accrual basis.

8.7 The amount of guaranteed debts independently confirmed by the Pledgee in exercising its Pledgee’s Right over the equity according to this agreement shall be deemed as conclusive evidence of guaranteed debts hereunder.

9. Transfer

9.1 The Pledgor shall not transfer its rights and obligations hereunder without the Pledgee’s prior written consent.

9.2 The Pledgor and Party C agree that, on the premise of not violating current PRC Laws, the Pledgee may assign or transfer any of its rights exercisable under this agreement, transaction agreements and other security documents to a third party in any way and according to articles and requirements that it deems appropriate (including the rights to reassign) after notifying the Pledgor and Party C.

9.3 This agreement shall be binding upon the Pledgor, Party C and their respective successors and authorized assignees (if any) and shall be effective for the Pledgee, its successors and assignees.

9.4 When the Pledgee transfers any or all of its rights and obligations under transaction agreements to its designated party (natural person/legal person) anytime, the assignee shall enjoy and perform the Pledgee’s Rights and obligations hereunder as if it were an original party of this agreement. The Pledgor and/or Party C shall sign pertinent agreements or other documents related to such transfer at the Pledgee’s request when the Pledgee transfers its rights and obligations under the Transaction Agreements.

9.5 If the Pledgee changes according to the transaction agreements or this agreement, the Pledgor and Party C shall enter into a new equity pledge agreement with the new Pledgee according to the same articles and requirements of this agreement, and handle corresponding formalities for pledge registration.

9.6 The Pledgor shall strictly obey provisions of this agreement and other agreements that either party of this agreement concludes with any party, including transaction agreements, and perform the obligations hereunder and under other agreements (including transaction agreements) without any act or omission which might affect effectiveness and enforceability of such obligations. Unless otherwise instructed by the Pledgee in writing, the Pledgor shall not exercise any remaining rights in the equity pledged hereunder.

10. Termination

This agreement shall be terminated when the pledge term expires, and the Pledgor shall cancel or terminate this agreement as soon as possible to the extent feasible and practicable, and rescind the equity pledge hereunder. Besides, the Pledgee and Party C shall document the release of the equity pledge on Party C ’s Register of Shareholders and register such cancellation with the relevant registration authority. The reasonable expenses incurred for releasing the equity pledge shall be borne by the Pledgor and Party C. Articles 12, 13 and 19.5 shall survive the termination of this agreement.

11. Effectiveness and Term

This agreement shall take effect after it is signed by all Parties hereunder. This agreement shall be terminated after the Exclusive Business Cooperation Agreement is terminated, all service fees hereunder are paid, and Party C does not bear any obligation anymore under the Exclusive Business Cooperation Agreement. Besides, Party A shall cancel or rescind this agreement as early as possible within a reasonable time limit, and jointly handle formalities for registering pledge cancellation with Party B. In addition, this agreement shall be automatically terminated once Party C completes liquidation procedures according to PRC Laws or its business license is cancelled, whereas the termination of this agreement shall not affect any Party ’s rights and obligations before the termination of this agreement.

12. Commissions and Other Expenses

All expenses and actual outlays related to this agreement, including but not limited to lawyers ’ fees, flat costs, stamp duties, any other taxes and fees, shall be borne by Party C. The Pledgor shall cause Party C to fully reimburse the Pledgee for such paid taxes and fees if the Pledgee is required to bear some related taxes and fees as stipulated by applicable laws.

13. Responsibilities for Non-disclosure

All Parties admit that all oral or written materials exchanged with respect to this agreement are confidential. All Parties are required to keep such materials confidential. Without the prior written consent of all other Parties, no party is allowed to disclose any related materials to a third party unless in following cases: (a) such materials have been known to the public (but not disclosed by the party receiving such materials); (b) the materials are required to be disclosed by applicable laws or rules of any securities exchange; or (c) any Party of this agreement discloses the materials to its legal adviser or financial adviser regarding the transactions specified hereunder, and such legal adviser or financial adviser is bound by the same confidentiality obligations as those under this article. Th e disclosure of any confidential information by staff or organizations hired by any Party shall be deemed as such Party’s disclosure of such confidential materials, and such Party shall assume legal responsibilities for violating this agreement. This article shall survive the termination of this agreement, notwithstanding the reason of termination.

14. Governing Laws and Dispute Resolution

14.1 The signing, effectiveness, interpretation, performance, modification and termination of this agreement as well as dispute resolution hereunder shall be governed by PRC laws which have been formally announced and available in public. For matters not regulated by such PRC Laws, customary international laws and principles shall prevail.

14.2 In case that any dispute occurs in interpreting and performing this agreement, the Parties of this agreement shall firstly try to resolve it through negotiation in good faith. If the Parties fail to reach a consensus on such dispute resolution through negotiation within 30 days as required by any Party, any Party may submit such dispute to the China International Economic and Trade Arbitration Commission, which will resolve the dispute through arbitration according to current effective arbitration rules. The arbitration shall be performed in Shanghai in Chinese. The arbitration awards shall be final and binding upon all Parties. The arbitration tribunal may decide upon compensation with respect to Party C’s rights in the equity, assets or property, or compensate the Pledgee for the losses resulting from other Parties’ breach of this agreement, adjudicate compulsory remedies or order Party C to go bankrupt regarding related businesses or compulsory asset transfer. After arbitration awards take effects, any party shall be authorized to apply to a competent court for enforcing arbitration awards. If necessary, arbitration organizations shall have rights to firstly ask the breaching party to immediately stop its defaults before giving the final awards on disputes of all Parties concerned, or prohibit the breaching party from conducting acts which might aggravate the Pledgee’s losses. Courts of Hong Kong, Cayman Islands, China or other competent courts (including courts of the place where Party C lives, or courts of the place where Party C’s or the Pledgee’s main assets are) shall have rights to grant or execute awards of an arbitration tribunal. They shall have rights to adjudicate or enforce temporary relief with respect to Party C’s rights and interests in the equity or property. They shall also have rights to offer temporary relief to the party making a request for arbitration by giving awards or judgments before the tribunal court forms. For instance, the breaching party may be ordered by way of court judgment or arbitrated award to immediately suspend their breaches or conduct which might further aggravate the Pledgee’s losses.

14.3 When any dispute occurs in interpreting or performing this agreement, or any dispute is under arbitration, Parties of this agreement shall continue to exercise their rights and performing their respective obligations hereunder except for disputed matters.

14.4 If any PRC law, rules or regulations are promulgated or revised after the date of signing this agreement, or the interpretation or applicability of such laws, rules or regulations changes, the following provisions shall apply: (a) if the revised laws or newly promulgated rules are more preferential for any party as compared to laws, rules or regulations in effect at the time this agreement was signed without imposing material adverse impacts upon other Parties, the Parties of this agreement shall promptly apply for obtaining benefits from such modifications or new rules and try their best to have the application approved; or (b) the original articles of this agreement shall prevail if such revised laws or newly enacted rules directly or indirectly impose material adverse impacts upon any party’s economic interests hereunder. The Parties shall seek to be exempted from these revised laws or new rules by all lawful means. If the adverse impacts on any party’s economic benefits cannot be alleviated according to this agreement, all Parties shall promptly negotiate with each other and make all necessary revisions to this agreement after the affected party notifies all other Parties and protect the affected Party’s economic interests.

15. Force Majeure

15.1 “ Force majeure ” means unforeseeable, unavoidable and irresistible events which make it impossible to perform this agreement in part or in whole. Such events include but are not limited to earthquake, typhoon, flood, wars, strike, riot, government actions, or changes to laws or rules or their application.

15.2 In the event of a force majeure incident, Party’s obligations hereunder shall be naturally suspended for the delay caused by the incident, and the term for performing its obligations shall be extended accordingly. Such party shall not be subject to any punishment or assume any responsibility. In case of a force majeure incident, all Parties shall immediately negotiate with each other to look for a fair solution, and make every reasonable effort to minimize impacts of force majeure.

16. Notices

16.1 All notices and other communications which are issued as required or permitted by this agreement shall be delivered in person or sent to the Parties’ address and fax number listed in Appendix 1 through registered mail, postage prepaid, commercial express delivery services or fax. After notice is sent, an email shall be sent to confirm the delivery. The date of effective delivery of such notices shall be determined as follows:

16.1.1 The notices shall be deemed to have been delivered to the designated address on the date of sending or rejection if they are delivered in person, express delivery services or registered mail, postage prepaid.

16.1.2 The notices shall be deemed to have been delivered if they are successfully sent by fax (should be confirmed by the message automatically generated upon successful delivery).

16.2 Any party may issue a notice to all other Parties according to this article to inform them of the address, fax and/or email address, which can be changed from time to time.

17. Severability

If one or more articles of this agreement are adjudicated to be ineffective, illegitimate or unenforceable in any aspect according to any laws, rules or regulations, validity, legitimacy or enforceability of other articles of this agreement shall not be affected or impaired in any aspect. All Parties shall strive to replace such ineffective, illegitimate or unenforceable articles with valid ones to the maximum extent permitted by laws and expected by Parties. The economic results from such invalid articles shall be as similar as possible to those from ineffective, illegal or unenforceable articles.

18. Appendixes

Appendixes hereunder shall be integral parts of this agreement.

19. Revision, Modification, Supplementation and Texts

19.1 All revisions, modifications and supplementations of this agreement shall be in writing. They shall take effects after they are signed or stamped by all Parties hereunder and governmental registration procedures (if applicable) are completed.

19.2 This agreement is made in 5 copies. Each party shall hold one copy and the rest shall be used for industrial and commercial registration. All copies shall have equal legal forces.

20. Others

20.1 Except for the written revisions, supplementations or modifications made after the date of signing, this agreement shall constitute the entire agreement concluded among all Parties hereunder regarding the subject matter of this agreement. It shall supersede all previous oral and written negotiations, statements and contracts concluded regarding the subject matter of this agreement.

20.2 This agreement shall be binding upon and beneficial to all Parties’ respective successors and authorized assignees.

20.3 Any party may waive its rights hereunder, whereas such waiver shall be in writing and approved by all Parties’ signatures. Any party’s waiver against another party’s breach of this agreement under certain circumstance shall not be deemed as its waiver against such party’s similar breaches under other circumstances.

20.4 The subtitles of this agreement are only for the convenience of reading. They shall not be used for interpreting, describing or impacting definitions under this agreement in other aspects.

20.5 All Parties agree to promptly sign documents and take further actions which are reasonably necessary or convenient to perform this agreement and achieve its purposes.

20.6 To the extent there is no violation of other articles of the Transaction Agreements and this agreement, the Pledgor and Party C shall immediately take actions according to the Pledgee’s written instructions and reasonable requirements provided that the enactment or changes of any PRC laws, rules or regulations, or changes to the interpretation or applicability of such laws, rules or regulations, or changes to related registration procedures make the Pledgee believe that keeping this agreement or the Pledgee’s Right hereunder effective and/or disposing of the equity in ways designated under this agreement may become illegal or violate such laws, rules or regulations, in order to: (1) keep this agreement and the pledge hereunder effective; (2) for the convenience of disposition of the equity in ways specified hereunder; and/or (3) maintain the guarantees which have been or are to be established hereunder.

20.7 This agreement is a legal document independent of transaction agreements and other security documents, the invalidity of which shall not affect all Parties’ rights or obligations hereunder. If transaction agreements or other security documents are announced to be invalid, the Pledgor shall still continue to perform the outstanding contractual obligations and/or repay outstanding guaranteed debts to the Pledgee. Besides, the equity hereunder shall still be used as collateral for pledging the contractual obligations and guaranteed debts until the Pledgor fully repays the guaranteed debts and performs all contractual obligations.

In witness whereof, this Equity Pledge Agreement is signed by all Parties on the date and in the place indicated on the first page of this agreement.

Hangzhou Yihan Technology Co., Ltd. (seal)
[Company seal is affixed]

Signature:	/s/ Sijia CHEN
Name: Sijia Chen
Title: Legal Representative

In witness whereof, this Equity Pledge Agreement is signed by all Parties on the date and in the place indicated on the first page of this agreement.

Hangzhou Xinghui Business Management Consulting Co., Ltd. (seal)
[Company seal is affixed]

Signature:	/s/ Min FENG
Name: Min FENG
Title: Legal Representative


Min FENG


Signature:	/s/ Min FENG

In witness whereof, this Equity Pledge Agreement is signed by all Parties on the date and in the place indicated on the first page of this agreement.

Hangzhou Hanyi E-commerce Co., Ltd (seal)
[Company seal is affixed]

Signature:	/s. Lei SUN
Name: Lei SUN
Title: Legal Representative

Annex 1.

For the purpose of notices, all Parties ’ addresses are specifically indicated as follows:

Party A: Hangzhou Yihan Technology Co., Ltd

Address: Room 410, F4, Building A11, No. 9 Jiusheng Road, Jianggan District, Hangzhou

Party B:

Hangzhou Xinghui Business Management Consulting Co., Ltd

Address: Room 409, F4, Building A11, No. 9 Jiusheng Road, Jianggan District, Hangzhou

Feng Min

Address: #####

Party C: Hangzhou Hanyi E-commerce Co., Ltd

Address: Room 430, F4, Building A13, No. 9 Jiusheng Road, Jianggan District, Hangzhou

Exhibit 10.3

Exclusive Call Option Agreement

The exclusive call option agreement (hereinafter referred to as “ this agreement ”) was signed in Hangzhou on October 4 2018.

Party A: Hangzhou Yihan Technology Co., Ltd., a limited liability company established and existing in accordance with the laws of the People’s Republic of China, situated at Room 410, Floor 4, Building A11, Jiusheng Road 9, Jianggan District, Hangzhou.

Party B: Hangzhou Xinghui Enterprise Management Consulting Co., Ltd., a limited liability company established and existing according to the laws of the People’s Republic of China, situated at the Room 409, Floor 4, Building A11, Jiusheng Road 9, Jianggan District, Hangzhou, Zhejiang Province

Feng Min, ID card No.: ##########; address: ##########

Party C: Hangzhou Hanyi E-commerce Co., Ltd., a limited liability company established and existing in accordance with the laws of the People’s Republic of China, is situated at Room 430, Floor 4, Building A13, Jiusheng Road 9, Jianggan District, Hangzhou

In this Agreement, each of Party A, Party B and Party C shall be hereinafter referred to as a “ Party ” individually, and as the “ Parties ” collectively.

Whereas:

Party B holds 100% equity interests of Party C collectively and Party B is inclined to grant Party A the irrevocable and exclusive call option to purchase all or part of the shares and/or assets held by Party C.

This agreement is hereby concluded among Party A, Party B and Party C through the Parties’ friendly negotiations:

1. Sales and Purchase of Equity

1.1 Grant of Option

Party B hereby exclusively, irrevocably and unconditionally grants Party A an irrevocable and exclusive right (hereinafter referred to as “Exclusive Call Option” ) to purchase, or designate one or more persons (each, a “Nominee” ) to purchase equity interests in Party C then held by Party B once or at multiple times at any time in part or in whole at Party A’s sole and absolute discretion to the extent permitted by PRC laws (including any central or local legislation, any laws, regulations, rules, notifications, explanations or other binding documents issued by administrative or judicial department before or after signing of this agreement, hereinafter referred to as “PRC laws” ) and at the price described in article 1.3 herein. Except for Party A and the Nominee(s), any third person shall should not enjoy the Exclusive Call Option or other rights relating to the equity interests of Party B. Party C hereby agrees that Party A grants Party B the Exclusive Call Option. The term “ person ” as used herein shall refer to individuals, corporations, partnerships, partners, enterprises, trusts or non-corporate organizations

1.2 Steps for the exercise of Exclusive Call Option

Subject to the provisions of the laws and regulations of China, Party A may exercise the Exclusive Call Option by issuing a written notice (hereinafter referred to as the “Share Call Option Notice” ) to Party B, specifying: (a) Party A’s decision to exercise the Exclusive Call Option; (b) the name and address of the Nominee(s) if any; (c) the share (hereinafter referred to as “Purchased Shares” ) of equity interests to be purchased by Party A and/or the Nominee from Party B as planned; and (d) the date for purchasing the Purchased Shares or the date for transfer of the purchased equity interest. After receiving the Share Call Option Notice, Party B shall transfer the purchased equity interest to Party A and/or nominee through the way specified in article 1.4 herein in full.

1.3 Purchase price and payment

The total purchase price (hereinafter referred to as “ share purchase price ”) for the purchased equity interest shall be the nominal price when Party A exercises the Exclusive Call Option. However, if the relevant governmental department or PRC laws require that the purchase price be different from the nominal price, then the purchase price shall be the lowest price meeting such requirement. Notwithstanding, in the event that it is permitted by the PRC Laws, the purchase price Party A pay to Party B shall be returned by Party B to Party A. After necessary tax is withheld and deducted for the share purchase price in accordance with PRC laws, the share purchase price shall be paid to Party B’s designated account within 7 days as of the date when the Purchased Shares is officially transferred to Party A.

1.4 Transfer of Purchased Shares

For each exercise of the Exclusive Call Option:

1.4.1 Party B shall cause Party C to promptly convene the shareholders’ meeting, at which the resolution that the Purchased Shares are transferred to Party A/and or the Nominee by Party B shall be approved;

1.4.2 Party B shall sign share transfer contract with Party A and/or (if applicable) the Nominee according to this agreement or equity interest option notice;

1.4.3 The relevant Parties shall execute all other necessary contracts, agreements or documents (including but not limited to the amendment to the articles of association of Party C), obtain all necessary internal approvals, authorizations, governmental licenses and permissions (including but not limited to Party C’s business license), take all necessary actions to transfer valid ownership of the Purchased Shares to Party A and/or the Nominee under the circumstance of no security interests and cause Party A and/or the Nominee to become the registered owner of the Purchased Shares. For the purpose of this article and this agreement, “ security interests ” shall include securities, mortgages, third party’s rights or interests, any stock option, acquisition right, right of first refusal, right to offset, ownership retention or other security arrangements. However, any security interest created herein and under equity pledge agreement shall not be included. “Equity Pledge Agreement” regulated in the clause and this agreement and herein shall refer to the Equity Pledge Agreement signed by and among Party A, Party B and Party C on the date hereof. In order to guarantee that Party C can fulfill the obligations under the “exclusive business cooperation agreement” (hereinafter referred to as “ Business Cooperation Agreement ”) signed by Party C and Party A on the date hereof, and “Power of Attorney” signed by all Parties on the date hereof and this agreement, Party B pledges its equity interests in Party C to Party A in accordance with the Equity Pledge Agreement.

2. Covenants

2.1 Covenants about Party B or Party C

Party B (as a shareholder of Party C) and Party C hereby covenant as follows:

2.1.1 Without the prior written consent of Party A, they shall not supplement, change or amend the articles of association of Party C in any form, increase or decrease its registered capital, or change its structure of registered capital or business scope in other manners, and take any actions to split, dissolve or change Party C’s company form;

2.1.2 They shall maintain Party C’s valid existence in accordance with good financial and business standards and practices, deal with other businesses and affairs prudently and effectively, and urge Party C to fulfill the obligations under the Business Cooperation Agreement;

2.1.3 Without the prior written consent of Party A, legitimate rights to any of Party B’s assets with a value of over RMB1 million (tangible and intangible), businesses or income shall not be sold, transferred, pledged or disposed in other ways as of the signing date hereof, and shall not be allowed to have encumbrance of any security interests placed on them;

2.1.4 After liquidation described in article 3.6, Party B shall pay any residual value based on non-bilateral way payment to Party A in full or shall request such payment to take place. Provided that such payment is forbidden according to PRC laws, Party B shall pay such income to Party A or a designee of Party A under the circumstance permissible according to PRC laws;

2.1.5 Without the prior written consent of Party A, there should be no assume, guarantee or debt except (i) the debts not caused through loan in the ordinary course of business; and (ii) the debts that have been disclosed to Party A for which written consent of Party A has been obtained;

2.1.6 Operation should be maintained for all of Party C’s businesses in the ordinary course of business to keep the asset value of Party C and to refrain from any action/omission that may adversely affect Party C’s operating status and asset value; and Party A’s board of directors is entitled to monitor Party C’s assets to evaluate whether there is adverse effect on the ownership of Party C’s assets. In case that Party A’s board of directors believe that Party C’s business activities have an adverse effect on the value of Party C’s assets or the ownership of Party C’s assets, Party A may engage legal consultant or other professional staffs to deal with such issues.

2.1.7 Without the prior written consent of Party A, no request shall be made to Party C to sign any major contract except the contracts signed in the ordinary course of business (as far as this paragraph is concerned, a contract with a price exceeding RMB1 million shall be deemed as a major contract);

2.1.8 Without the prior written consent of Party A, no request shall be made to Party C to provide any person with any loan or credit;

2.1.9 At the requirement of Party A, information shall be provided about Party C’s operation and financial condition to Party A and/or Party A’s director or indirect shareholder and/or auditors entrusted by each party.

2.1.10 If requested by Party A, insurance shall be purchased and maintained in respect of Party C’s assets from the insurance carrier accepted by Party A, and the amount and type of insurance shall be identical to that usually covered by the companies with similar business and similar properties or assets;

2.1.11 Without the prior written consent of Party A, no requests or permit shall be made to Party C to merge, consolidate with, acquire or invest in any person;

2.1.12 Notification shall be made to Party A of any ongoing or potential litigation, arbitration or administrative proceedings relating to Party C’s assets, business or revenue, and all necessary measures according to Party A’s reasonable requirements shall be taken. If Party C faces insolvency, enters or plans to enter bankruptcy liquidation, dissolution procedure, decides to dissolve or be dissolved, stop operation or with business license or any business certificate revoked, is taken to the law for litigation or arbitration or Party B has disagreement with third party over any asset, Party B and Party C covenant that they will notify Party A of related detail in writing immediately when they become aware that such situation may occur, and will coordinate with Party A in taking all actions and signing necessary legal documents to maintain Party A’s rights herein;

2.1.13 To maintain the ownership by Party C of all of its assets, all necessary or appropriate documents shall be signed, all necessary or appropriate actions shall be taken, and all necessary or appropriate defenses against all claims shall be made;

2.1.14 Without the prior written consent of Party A, Party C shall not distribute dividends to Party C’s shareholders in any form, but upon Party A’s written request, Party C shall immediately distribute all distributable profits to Party C’s shareholders according to the amount and proportion designated by Party A;

2.1.15 At the request of Party A, appointment shall be made to any person designated by Party A as the director, supervisor, chief financial officer and/or and senior manager of Party C, and/or remove any incumbent director, supervisor, chief financial officer and/or senior manager of Party C;

2.1.16 In case that any shareholder of Party C or Party C fails to comply with its tax obligations under the applicable laws that prevents the exercise of the Exclusive Call Option by Party A, Party A is entitled to demand Party C or Party C’s shareholders to comply with the tax obligations, or demand Party C or Party C’s shareholder to pay the tax to Party A so that Party A can pay it on behalf of Party C; and

2.1.17 As for the covenant applicable to Party C in article 2.1 herein, Party B and Party C shall cause Party C’s subsidiaries to similarly obey the covenant under applicable situations as if the subsidiaries are acting as Party C and bound by the corresponding articles herein.

2.2 Covenants of Party B

Party B hereby covenants as follow:

2.2.1 Without the prior written consent of Party A, Party B shall not sell, transfer, mortgage or dispose of any legal or beneficial interests of Party C’s shares held by Party B, or set encumbrance of any security interests for it except the pledge for Party C’s equity set according to the Equity Pledge Agreement;

2.2.2 Party B shall not have any business or other behaviors that may cause Party C’s reputation to be adversely affected;

2.2.3 Party B shall take all measures to ensure Party C’s business licenses are legitimate, effective and renewed in accordance with the law;

2.2.4 Party B shall not sign documents or make covenants with others that contains conflicts of interest with agreements or other legal documents signed or being executed by Party C. In case that there is a conflict of interest, Party B shall immediately adopt measures to eliminate it as much as possible with Party A’s consent. In case that Party B refuses to take measures to eliminate the conflict of interest, Party A is entitled to execute the Exclusive Call Option herein;

2.2.5 Party B shall not ask Party C to distribute dividends or profits in other forms with respect to the Party C’s shares held by Party B, nor shall Party B propose or vote for Party C to distribute dividends or profits in other forms with respect to the Party C’s shares held by Party B in the shareholders’ meeting. In any case, if Party B receives any of Party C’s benefits, profit distribution or dividends, Party B shall forfeit such benefits, profit distribution and dividends to the extent allowed under PRC laws, and instantly transfer such benefits, profit distribution and dividends to Party A or a designee of Party A;

2.2.6 Party B shall cause Party C’s shareholders’ meeting and/board of directors (executive directors) not to approve the sales, transfer, pledge or disposal of any legal or beneficial interests in Party C’s shares held by Party B without the prior written consent of Party A, or set any encumbrance for any security interests except the pledge for Party C’s equity set according to the Equity Pledge Agreement.

2.2.7 Party B shall cause Party C’s shareholders’ meeting and/board of directors (executive directors) not to approve Party C’s merger, partnership, joint venture or union with any person or acquisition or investment in any person, or Party C’s splitting, modification of articles of association and registered capital of Party C and modification of business scope and corporation form.

2.2.8 Party B shall instantly notify Party C of any ongoing or possible litigation, arbitration or administrative proceedings relating to Party C’s assets, business or revenue, and take all necessary measures according to Party A’s reasonable requests. Party B shall instantly notify Party C of situations having major adverse effect on Party C’s survival, business, financial condition, assets or business reputation, and also take all actions according to Party A’s reasonable requests;

2.2.9 Party B shall cause Party C’s shareholders’ meeting and/or board of directors (executive directors) to vote for the transfer of Purchased Shares regulated herein and also take any other actions that may possibly be required by Party A.

2.2.10 Party A may request at any time that Party B immediately and unconditionally transfer Party C’s shares held by Party B to Party A or nominee according to the Exclusive Call Option herein, and Party B shall abandon the preemptive right of the equity transfer of Party C’s other shareholders (if any);

2.2.11 Party B shall obey the terms of this agreement and other contracts (including but not limited to the Equity Pledge Agreement and Business Cooperation Agreement) signed by Party B, Party C and Party A jointly or respectively, fulfill the obligations of this agreement and foregoing other contracts, and shall not have any actions that may adversely affect their effectiveness and compulsory execution. If Party B possesses any residual right for the equity herein or Equity Pledge Agreement or power of attorney in which Party A is the beneficiary, Party B shall not execute such rights unless instructed by Party A in writing;

2.2.12 Prior to Party C’s liquidation, if Party A or its nominee has paid the share purchase price to Party B, but related changes in the registration in authority has not completed, Party B shall pay the income from distribution of residual property of Party C’s shares held by Party B to Party A or its nominee freely at the time of or after dissolution of Party C. Under such circumstance, Party B should not claim any rights for related income of residual property distribution (unless under Party A’s instruction);

2.2.13 Party B agrees to unconditionally return the amount received from Party A for the transfer of the Purchased Shares transferred by Party B to the extent that it is permitted by the PRC Laws at that time; and

2.2.14 Ensure that Party C will validly exist and not be terminated, liquidated or dissolved.

3. Representations and Warranties

Party B and Party C hereby represent and warrant to Party A, on the date of this agreement and each date of transfer of the Purchased Shares, that:

3.1 They have the power, capacity and authority to execute and deliver this agreement and any share transfer contracts to which they are parties concerning the Purchased Shares to be transferred thereunder (hereinafter referred to as “Transfer Contract”), and to perform their obligations and ability under this agreement and any Transfer Contract. Party B and Party C agree to enter into the Transfer Contract that is substantially consistent with the terms of this agreement upon Party A’s exercise of the Exclusive Call Option. This agreement and the Transfer Contract constitute or will constitute their legal, valid and binding obligations for each party and shall be enforceable against them in accordance with the provisions thereof;

3.2 The execution and delivery of this agreement or any Transfer Contract and the obligations under this agreement or any Transfer Contract shall not: (i) cause any violation of any applicable PRC laws; (ii) be inconsistent with the articles of association, regulations or other organizational documents of Party C; (iii) cause the violation of any contracts or instruments to which they are a party or which are binding on them, or constitute any breach under any contracts or instruments to which they are a party or which are binding on them; (iv) cause any violation of any condition for the grant and/or continued effectiveness of any licenses or permits issued to either of them; or (v) cause the suspension or revocation of or imposition of additional conditions to any licenses or permits issued to either of them;

3.3 Party B has a good and transferable title to the shares held by Party B in Party C. Except for Party B’s Equity Pledge Agreement and Party B’s power of attorney, Party B has not placed any security interest on such equity interests;

3.4 Party C has a good and transferable title to the assets possessed by Party C, and has not placed any security interest on the aforementioned assets;

3.5 Party C does not have any outstanding debts, except for (i) debt incurred in the ordinary course of business; and (ii) debts disclosed to Party A and for which Party A’s written consent has been obtained;

3.6 If Party C is dissolved or liquidated according to the requirements of PRC laws, Party C shall sell all of Party C’s assets to Party A or other eligible subject designated by Party A at the minimum price permitted by PRC laws. Party C shall then exempt any payment obligations from Party A or eligible subject designated by Party A to the extent permitted by PRC laws. Any profits from such transaction shall be paid to Party A or eligible subject designated by Party A as part of the service fees under the Business Cooperation Agreement to the extent permitted by PRC laws.

3.7 Party C obeys all PRC laws and regulations applicable to the acquisition of assets;

3.8 There are no significant pending or threatened litigation, arbitration or administrative proceedings relating to Party C’s equity and assets or Party C;

3.9 In case of Party B’s death, incapacitation, bankruptcy or other circumstances which may affect shares of Party C’s held by Party B, Party B’s successor or the shareholder or transferee of Party C’s shares will be deemed as one of the Parties herein, and inherit and undertake all rights and obligations of Party B herein; and

3.10 Party C’s shares held by Party B’s natural person shareholder are not the common property of the natural person shareholder and his spouse. Party B’s spouse does not possess and cannot control Party C’s equity. Party B’s natural person shareholder shall manage Party C and vote without being affected by Party B’s spouse.

4. Effective Date

4.1 This agreement shall become effective on the signing date and will remain effective until all of Party C’s shares held by Party B are transferred to Party A and/or any other person designated by Party A (subject to the date when the change registration of industry and commerce is completed) in accordance with this agreement. During the effective period of this agreement, Party B and Party C shall not propose to terminate this agreement unilaterally. Notwithstanding the terms set out above, Party A is entitled to terminate this agreement unilaterally at any time and shall not bear any liability for breach of the contract for terminating this agreement unilaterally.

4.2 This agreement will be automatically terminated when Party C enters liquidation procedure or Party C’s business license is revoked according to PRC laws. However, the termination of this agreement does not affect the rights and obligations of each party before the termination of this agreement.

5. Liability for Breach of this Agreement

5.1 Unless otherwise specified in other articles herein, if one Party fails to fulfill certain obligations herein or violates this agreement in other ways (hereinafter referred to as “Default Party” ), the other Party (hereinafter referred to as “Damaged Party” ) can: (a) notify the Default Party of the nature and scope of the violation in writing and ask the Default Party to remediate at its own expense within a reasonable period of time (hereinafter referred to as “Remediation Period” ); and if the Default Party fails to take remedial measures during the Remediation Period, the Damaged Party is entitled to ask the Default Party to undertake all liabilities and compensate all actual economic losses incurred by the Damaged Party as a result of the violation, including but not limited to the legal fees incurred in litigation and arbitration proceedings relating to the violation. The Default Party is also entitled to ask the Default Party to perform its contractual obligations and request the court or the relevant arbitration institution to issue an order of specific performance by the Default Party; (b) terminate this agreement and ask the Default Party to undertake all liabilities and compensate all damages caused by the breach of contract; or (c) place the pledged shares on discount, auction or sales according to the Equity Pledge Agreement, be entitled to compensation priority in the amount of discount, auction and sales, and ask the Default Party to undertake all losses hereof. While exercising the foregoing remedial right, the Damaged Party is entitled to other remedial rights regulated herein and under the relevant laws and regulations.

5.2 All Parties agree and confirm that, subject to the compulsory requirements of PRC laws, if Party B or Party C is the Default Party, the Damaged Party is entitled to terminate this agreement unilaterally and ask the Default Party for compensation. However, if Party A is the Default Party, the Damaged Party shall exempt Party A’s obligation of compensating the losses, and unless the law states otherwise, the Damaged Party may not terminate this agreement under any circumstance.

6. Governing Laws and Dispute Settlement

6.1 Governing laws

The signing, validation, interpretation, implementation, modification and termination of this agreement and settlement of disputes herein shall be governed by officially released and publicized PRC laws. For matters that are not addressed by PRC laws that are officially announced and publicly available, customary international law and principles of international law shall apply.

6.2 Dispute settlement

Any disputes arising from the interpretation and implementation of this agreement shall be firstly solved through the Parties’ friendly negotiations. In case that the consensus on settlement of such disputes is not reached within 30 days after any Party asks other Parties to reach solution through friendly negotiations, any Party can submit the disputes to Shanghai International Economic Trade Arbitration Committee, which gives verdict according to the prevailing arbitration rule at that time. The arbitration shall take place in Shanghai and language for arbitration shall be Chinese. The arbitration award is final and binding for each party. The arbitral tribunal can order Party A be compensated with Party C’s equity interests, assets or property rights & interests due to the breach of contract of other Parties herein, or reach judgment of compulsory remediation through transfer of related business or assets or order Party C to declare bankruptcy. After the arbitration award goes into effect, any Party is entitled to ask the relevant court to execute the arbitration award. If necessary, the arbitral institution is entitled to order the Default Party to cease the breach of this agreement or not have behaviors that would further increase losses to Party A before making the final verdict. The courts in Hong Kong, Cayman Islands, China or other places with right of jurisdiction (the court in the place of Party C, or the court in the place of main asset of Party C or Party A shall be deemed as the court with right of jurisdiction) similarly are entitled to confer or execute the verdict of the arbitral tribunal and is also entitled to make judgment or execute temporary relief for Party C’s equity or property interests, and give verdict or judgment of providing certain temporary relief for the party instigating the arbitration before the establishment of arbitral tribunal, such as giving verdict or judgment of ordering the Default Party to cease illegal behaviors or not have behaviors of further increasing losses to Party A.

6.3 In the arbitration for any disputes arising from the interpretation and implementation of this agreement, all Parties herein shall continue to execute other rights and obligations herein except the matters herein in dispute.

6.4 After execution of this Agreement, if there are any issuance or alteration of any PRC laws, rules or regulations or if there are any change in interpretation or application of such laws, rules or regulations as of the signing date, the following agreement shall be applicable: to the extent of permission of PRC laws, (a) in case that the alteration of laws or newly issued regulations are more preferential for any Party compared to the relevant laws, decrees, orders or regulations that are prevailing on the signing date hereof, each party shall actively and immediately apply for obtaining the benefits brought by the modification or new regulations and try their best to obtain the approval for the application; or (b) in case that any Party’s economic benefit is directly or indirectly adversely influenced due to the alteration of foregoing laws or newly issued regulations, this agreement shall be continuously executed as scheduled while all Parties shall obtain the exemption from the observation of alteration or regulations through legitimate manners. If this agreement cannot be reached due to the decrease in economic benefit of any Party, all Parties shall immediately negotiate and make all necessary alterations to this agreement after receiving the notification of the affected Party to safeguard the economic benefit of the affected Party.

7 Taxes and Expenses

Each Party shall pay all transfer and registration taxes, expenses and fees incurred thereby or levied thereon in accordance with the PRC laws in connection with the preparation and execution of this agreement and the Transfer Contract, as well as the consummation of the transactions contemplated under this agreement and the Transfer Contract.

8 Notices

8.1 All notices and other communications required or permitted to be given pursuant to this agreement shall be delivered personally or sent by registered mail, postage prepaid, by a commercial courier service or by facsimile transmission to the addresses of the Parties set forth below. A confirmation copy of each notice shall also be sent by email. The date on which such notices shall be deemed to have been effectively delivered shall be determined as follows:

8.1.1 Notices given by personal delivery, by courier service or by registered mail, postage prepaid, shall be deemed effectively delivered on the date of receipt or refusal at the address specified for notices;

8.1.2 Notices given by facsimile transmission shall be deemed effectively delivered on the date of successful transmission (subject to transmission confirmation information automatically generated).

8.2 Any Party can change the receiving address, fax and/or e-mail address when sending out notices to other parties according to the clause herein.

9. Confidentiality

All Parties acknowledge that any oral or written information exchanged between the {arties in connection with this agreement is regarded as confidential information. Each party shall maintain confidentiality of all such confidential information, and without written consent of other parties, each party shall not disclose any relevant confidential information to any third party, except for following situations: (a) such information (not disclosed to the public by the party receiving the information) are known to the public; (b) the information is disclosed according to the requirements or regulations of applicable laws or any stock exchange; or (c) the information that any Party needs to disclose to the Party’s legal or financial consultant to fulfill the transaction regulated herein and the legal or financial consultant is also under the binding force of the confidentiality obligation in this article. Any confidential information disclosed by the staff of or institutions engaged by any Party shall be regarded as being disclosed by such party, and the party shall undertake legal responsibility for violating this agreement. If for any reason this agreement is terminated, this article shall still be valid.

10 Further Warranties

Each party agrees to promptly execute documents that are reasonably required for the implementation of the clauses and purposes of this agreement and take further actions that are reasonably required for the implementation of the clauses and purposes of this agreement.

11. Force Majeure

11.1 “ Force majeure ” refers to events that cannot be foreseen, avoided and overcome so that this agreement cannot be executed in part or full. Such events include but are not limited to earthquake, typhoon, flood, water disaster, war, strike, turmoil, governmental behavior, changes to legal regulations or their application.

11.2 In case of the occurrence of force majeure event, a Party ‘s obligation that is being affected by force majeure shall be automatically suspended during the delay caused by force majeure, and the party’s period of implementation of this agreement shall be automatically prolonged. The prolonged period is the period of the suspension, and the party shall not assume responsibility and suffer from punishment for it. In case of force majeure, all Parties shall instantly negotiate with each other to seek a fair solution and put forth reasonable efforts to minimize the effect of force majeure.

12 Others

12.1 Revision, alteration and supplementation

Revision, alteration and supplementation of this agreement shall be made through written agreement signed by each party. For example, if Nasdaq or other regulatory institutions proposes any revisions to this agreement, or revisions are required according to the Nasdaq listing rules or related regulations, the Parties shall revise this agreement accordingly.

12.2 Entire Agreement

Except for any revision, alteration and supplementation made after the execution of this agreement, this agreement shall constitute the entire agreement reached by and among the Parties hereto with respect to the subject matter hereof, and replace all prior oral and written consultations, representations and contracts reached with respect to the subject matter of this agreement.

12.3 Titles

The titles of this agreement are for convenience of reading only and shall not be used to interpret, explain or influence the meanings regulated herein.

12.4 Text

This agreement is made in four copies with each party holding one copy, all having the same legal effect.

12.5 Severability

In case one or several of the provisions of this agreement are found to be invalid, illegal or unenforceable in any aspect according to any laws or regulations, the validity, legality or enforceability of the remaining provisions of this agreement shall not be affected or compromised in any respect. All Parties shall strive for replacing such invalid, illegal or unenforceable provisions with effective ones to the extent permitted by law and in accordance with the expectations of the Parties, and the economic effect of such effective provisions shall be as close as possible to the that of those invalid, illegal or unenforceable provisions.

12.6 Successors

This agreement shall be binding on and shall be beneficial to the respective successors and the permitted transferee of each party .

12.7 Survival

12.7.1 Any obligations that occur or that are due as a result of this agreement before the expiration or termination of this agreement shall survive after the expiration or termination of this agreement thereof.

12.7.2 The provisions in articles 6, 8, 9 and 12.7 shall survive after termination of this agreement.

12.8 Waivers

Any Party may waive the terms and conditions of this agreement, but such waiver must be made in writing and signed by each party. Any waiver made by a Party in respect to another Party’s violation of this agreement shall not be regarded as waiver for other similar violations of this agreement under other situations.

12.9 Abidance of laws and regulations

Each party shall abide by and ensure their operation is in full compliance with all PRC laws and regulations that are officially released and can be obtained publicly.

12.10 Transfer of rights

Without prior written permission of Party A, Party C and/or Party B should not transfer any rights/and or obligations herein to any third party. Party B and Party C hereby agree that Party A is entitled to transfer any of Party A’s rights and/or obligations herein to any third party after notifying Party B and Party C in writing. Party B and Party C shall sign a supplementary agreement with the transferee or a new agreement containing substantially the same content herein with the transferee.

This agreement is signed by the following Parties herein in the place and on the date specified herein.

Hangzhou Yihan Technology Co., Ltd. (seal)
[Company seal is affixed]

Signed by:	/s/ Sijia CHEN
Name: Sijia CHEN
Position: Legal representative

(No text below, the signing page of “Exclusive Call Option Agreement”)

Hangzhou Xinghui Enterprise Management Consulting Co., Ltd. (seal)

[Company seal is affixed]

Signed by:	/s/ Min FENG
Name: Min FENG
Position: Legal representative

Feng Min
Signed by:	/s/ Min FENG

Hangzhou Hanyi E-commerce Co., Ltd. (seal)

[Company seal is affixed]

Signed by:	/s/ Lei SUN
Name: Lei SUN
Position: Legal representative

Attachment I

For the purpose of notification, each party’s address is as below:

Party A: Hangzhou Yihan Technology Co., Ltd.

Address: Room 410, Floor 4, Building A11, Jiusheng Road 9, Jianggan District, Hangzhou

Party B:

Hangzhou Xinghui Enterprise Management Consulting Co., Ltd.

Address: Room 409, Floor 4, Building A11, Jiusheng Road 9, Jianggan District, Hangzhou, Zhejiang Province

Feng Min

Address: ##########

Party C: Hangzhou Hanyi E-commerce Co., Ltd.

Address: Room 430, Floor 4, Building A13, Jiusheng Road 9, Jianggan District, Hangzhou

Exhibit 10.4

Power of Attorney

This Power of Attorney (hereinafter referred to as “this Agreement” ) is concluded among following Parties on 4 th October 2018 and in Hangzhou, China.

Party A: Hangzhou Yihan Technology Co., Ltd is a limited liability company duly incorporated and validly existing under the laws of the People’s Republic of China, with its office in Room 410, F4, Building A11, No.9 Jiusheng Road, Jianggan District, Hangzhou.

Party B: Hangzhou Xinghui Business Management Consulting Co., Ltd is a limited liability company duly incorporated and validly existing under the laws of the People’s Republic of China, with its office in Room 409, F4, Building A11, No.9 Jiusheng Road, Jianggan District, Hangzhou, Zhejiang Province.

Min FENG, ID number is ######, address is ######.

Party C: Hangzhou Hanyi E-commerce Co., Ltd is a limited liability company duly incorporated and validly existing under the laws of the People’s Republic of China, with its office in Room 410, F4, Building A13, No.9 Jiusheng Road, Jianggan District, Hangzhou.

In this Agreement, Party A, Party B and Party C are individually called “Party” , collectively referred to as “Parties” .

Whereas:

1. Party B is the current shareholder of Party C. By the signing date of this agreement, Party B held all of Party C’s equity (hereinafter referred to as “Party C’s equity” );

2. Party A is a wholly owned foreign enterprise registered in Hangzhou, Zhejiang Province.

3. The Parties hereunder signed an exclusive call option agreement (hereinafter referred to as the “Exclusive Call Option Agreement” ) on 4 th October 2018. To the extent permitted by PRC Laws and corresponding requirements, Party B shall sell Party C’s equity that it holds to Party A, and/or any other entity or individual designated by Party A in whole or in part at the discretion of Party A.

4. The Parties of this agreement enter into the Equity Pledge Agreement (hereinafter referred to as the “Equity Pledge Agreement” ) on 4th October 2018. Thus, Party B pledges all of Party C’s equity to Party A as guarantee for the contractual obligations and guaranteed debts hereunder.

5. Party A and Party C enter into the Exclusive Business Cooperation Agreement (hereinafter referred to as the “ Business Cooperation Agreement ”) on 4 th October 2018. Party A shall provide Party C with related exclusive technical services, technical consultations and other services based on the Business Cooperation Agreement.

6. To guarantee and protect the performance of the Business Cooperation Agreement, Party A’s lawful rights and interests, Party B intends to authorise the individual or entity designated by Party A as its proxy to exercise its rights (defined as below) in Party C, while Party A intends to designate such individual or entity to accept.

The Parties agree as follows after friendly negotiation:

1. Proxy Rights

1.1 Party B unconditionally and irrevocably undertakes to sign the Power of Attorney (hereinafter referred to as the “Power of Attorney” ) with the same content and format as shown in Appendix 1 of this agreement after signing this agreement, and authorize Party A or authorize Party A’s director designated by Party A or Party A’s director of its overseas holding company and liquidator or other successor performing such director’s duties as agent (hereinafter referred to as the “Trustee” ) according to Party A’s instructions to exercise all of its rights as Party C’s shareholder according to Party C’s current articles of association, applicable laws, rules and regulations. If any party of Party B is Party A’s director or personnel of its overseas holding company, another director or personnel which is not related to Party A’s overseas holding company shall be authorized to exercise such rights. Such shareholder’s rights (hereinafter referred to as “proxy rights” ) shall include but not limited to:

1) Proposing, convening or attending Party C’s Shareholders’ Committee meetings according to Party C’s articles of association as Party B’s agent;

2) Exercising all of Party B’s shareholder’s rights, voting rights under PRC Laws (including all laws, rules, regulations, notices, interpretations or other binding documents promulgated by any central or regional legislative, administrative or judicial departments before or after signing this agreement, which are hereinafter referred to as “PRC Laws”) and Party C’s articles of association (including any other shareholders’ voting rights specified after the articles of association are revised), including but not limited to rights to share dividends, sell or transfer or pledge Party C’s equity in part or in whole;

3) Acting as Party C’s legal representative, Chairman of the Board of Directors, executive director, supervisor, CEO, manager or senior manager and/or designate, appoint or replace Party C’s legal representative (Chairman of the Board of Directors), director, supervisor, CEO (or manager) and other senior managers on behalf of Party B according to particular clauses of election of the legal representative in Party C’s articles of association;

4) Signing documents (including records of the Shareholders’ meetings) and documents archived in the relevant company registries;

5) Exercising voting rights at the time of Party C’s bankruptcy, liquidation, dissolution or termination on behalf of Party C’s registered shareholders;

6) Exercising the rights to allocate Party C’s residual assets after Party C’s bankruptcy, liquidation, dissolution or termination;

7) Deciding matters relating to the submission and registration of documents regarding Party C to and with government agencies; and

8) Lawfully exercising all of the shareholder’s rights regarding disposition of Party C’s assets, including but not limited to the rights to manage businesses about its assets, obtain its incomes and acquire its assets.

To avoid ambiguity, the relevant shareholder’s rights on Party C’s equity newly acquired after signing this agreement (“newly increased equity”) shall also be exercised by the Party A as parts of the proxy rights.

1.2 Without limiting generality of the power granted hereunder, Party A shall own the power and authorities hereunder, sign the share transfer contract (to which Party B must be a party) agreed and defined in the Exclusive Call Option Agreement on behalf of Party B, and perform the Equity Pledge Agreement and the Exclusive Option Agreement which were signed on the same day this agreement was signed and to which Party B is also a party.

1.3 Party B hereby specially undertakes and warrants that Party B’s authorization under Article 1.1 won’t cause actual or potential conflicts of interests between Party B and Party A and/or the trustee.

1.4 Party B hereby specially undertakes that in case of Party C’s bankruptcy, liquidation, dissolution or termination, all assets obtained by Party B after such bankruptcy, liquidation, dissolution or termination, including Party C’s equity, shall be transferred to Party A for free or at the minimum prices and within the limits permitted by current PRC Laws, or the current liquidator shall sell all of Party C’s assets (including the equity) at its discretion for the purpose of protecting interests of Party A’s direct or indirect shareholders and/or the creditor’s interests.

1.5 Party B agrees that Party A shall have rights to transfer the proxy rights to a third party at its discretion with respect to the matters under Article 1.1. The trustee and/or shall exercise the proxy rights as if Party B is exercising its shareholder’s rights personally. The proxy rights shall be granted and entrusted on the premise that the trustee is a member of Party A’s Board of Directors, or a Chinese citizen designated by the Board of Directors through negotiation, and that the trustee agrees to such authorization and consignment. When Party A notifies Party B in writing of replacing the trustee, Party B shall immediately agree that the other entity or Chinese citizen appointed by Party A may exercise such proxy rights, and sign the power of attorney with the content and format as shown in Appendix 1 of this agreement. The new power of attorney shall supersede the original one once it is drafted. Besides, Party B shall notify related personnel through a notice or other forms of announcement to announce or specify that the original power of attorney has been nullified. In addition, Party C shall not revoke the consignment and authorization for the trustee and/or Party A.

1.6 Party B shall confirm and acknowledge all legal consequences resulting from the trustee’s and/or Party A’s exercising of above proxy rights, and assume corresponding legal responsibilities.

1.7 All of the trustee’s and/or Party A’s behaviors related to Party C’s equity and/or exercising of the proxy rights shall be deemed as Party B’s own behaviors. And all documents signed by the trustee and/or Party A shall be assumed to have been signed by Party B. The trustee and/or Party A may act in their discretion without Party B’s prior consent. However, the trustee and/or Party A shall promptly notify Party B when the trustee’s shareholders make a decision or Party C passes a resolution to convene an extraordinary shareholders’ meeting of Party C. Party B hereby specially acknowledge and approves the trustee’s and/or Party A’s such behaviors and/or documents.

1.8 Within the term of this agreement, Party B hereby waives all its rights related to Party C’s equity which have been granted to Party A and/or the trustee, and Party B must not exercise such rights.

1.9 In case that Party B is subject to liquidation, bankruptcy, dissolution, termination, death, and loss of the ability to move, or other circumstances which might impact its holding of Party C’s equity, Party B’s successor or current shareholder of Party C’s equity or the assignee shall be deemed as a party to this agreement and inherit/bear all of the Party B’s rights and obligations under this agreement after revision and restatement.

2. Right to know

2.1 To exercise the proxy rights hereunder, Party A and/or the trustee shall have rights to understand Party C’s relevant information (including Party C’s operations, businesses, customers, financial affairs and employees) and review relevant materials of Party C, while Party C shall be cooperative to help them acquire such information.

3. Exercise of the Proxy Rights

3.1 Party B shall fully assist the trustee and/or Party A in exercising the proxy rights, including promptly signing related legal documents when necessary (e.g. for the purpose of meeting requirements of documents which must be submitted for examination, approval, registration and archiving by government agencies, laws, rules, regulations, normative documents, corporate articles of association, commands or orders of other government agencies), including but not limited to Party C’s Shareholders’ resolutions made by Party A, or the power of attorney which specifies the scope of authorization (if stipulated by relevant laws, rules, regulations, articles of association, or other normative documents).

3.2 Party B irrevocably agrees that when Party A makes a written request to exercise the proxy rights, Party B shall take actions to satisfy Party A’s requests to exercise such rights in accordance with Party A’s written request within 3 days upon receiving the request.

3.3 Should the proxy rights hereunder cannot be authorized or exercised for any reason (other than Party B’s or Party C’s breach) at any time within the term of this agreement, all Parties shall immediately seek an alternative which is the closest to the original terms. If necessary, a supplemental agreement shall be signed to modify or revise terms of this agreement, in order to continue realizing the purposes of this agreement.

4. Disclaimer and Indemnification

4.1 The Parties of this agreement confirm that in any case, Party A shall not be required to assume any responsibility, make any economic or other compensations to any third party for its or its designated trustee’s exercise of the proxy rights hereunder.

4.2 Party B and Party C agree to indemnify Party A from all actual or potential losses and damages for its or its designated trustee’s exercise of the proxy rights, including but not limited to the losses arising from a third party’s lawsuits, recovery, arbitrations or claims or government authorities’ administrative surveys or punishments. However, Party A shall not be indemnified from the losses resulting from Party A’s and/or the trustee’s deliberate or gross negligence.

5. Representations and Warranties

5.1 Party B hereby represents and warrants as follows:

5.1.1 Party B has complete and independent legal status and capacity. Besides, Party B has been legitimately authorized to sign, deliver and perform this agreement as an independent subject of litigations.

5.1.2 Party B possesses the full power and authorities to sign and deliver this agreement and all other documents related to transactions hereunder. Party B also possesses the full power and authorities to complete such transactions. This agreement shall be legitimately and appropriately signed and delivered. It shall constitute legitimate and binding obligations, which shall be compulsorily fulfilled according to this agreement.

5.1.3 Party B is Party C’s legitimate shareholder registered with an administration for industry and commerce and recorded on the Register of Shareholders when this agreement takes effects. The proxy rights shall not include any third-party rights except for those specified under this agreement, the Equity Pledge Agreement and the Exclusive Call Option Agreement. According to this agreement, Party A and/or the trustee may completely and fully exercise the proxy rights based on Party C’s current articles of associations.

5.1.4 Party B’s signing, delivery or performance of this agreement and completion of the transactions hereunder will not violate PRC Laws, or any agreements, contracts or other arrangements that Party B enters into with a third party.

5.2 Party A and Party C hereby represents and warrants as follows:

5.2.1 They are limited liability companies legitimately incorporated and validly existing under laws of their registered place. They have complete and independent legal status and capacity for signing, delivering and performing this agreement as an independent subject of litigations.

5.2.2 They possess the full internal corporate power and authorities to sign and deliver this agreement and all other documents related to transactions hereunder. They also possess the full power and authorities to complete such transactions.

5.3 Party C hereby further represents and warrants as follows:

5.3.1 Party B is registered with the administration for industry and commerce and documented on the Register of Shareholders as Party C’s lawful shareholder when this agreement takes effects. The proxy rights shall not include any third-party rights except for those specified under this agreement, the Equity Pledge Agreement and the Exclusive Call Option Agreement. According to this Agreement, Party A and/or the trustee may completely and fully exercise the proxy rights based on Party C’s current articles of association.

5.3.2 Party B’s signing, delivery or performance of this agreement and conclusion of the transactions hereunder will not violate PRC Laws, or any agreements, contracts or other arrangements that Party B enters into with a third party and is bound as one party.

6. Transfer

Party A shall be authorized to sublicense or transfer this Agreement and/or its rights related to this Agreement at its discretion without notifying Party B or Party C in advance, or Party B’s or Party C’s prior consent.

7. Term of the Agreement

7.1 On the premise that Party B or Party B’s successor or current assignee of Party C’s equity is Party C’s shareholder, this agreement shall be irrevocable and remain valid from the date of signing this agreement unless otherwise instructed by Party A, or Party A terminates this agreement according to Article 7.2 or Article 8 before it expires. Once Party A informs Party B in writing of terminating this agreement in whole or in part or replacing the trustee, Party B and the trustee shall immediately revoke its consignment and authorization for Party A and the trustee. Besides, Party B shall immediately sign a power of attorney in the format as shown in Appendix 1 of this agreement to authorize and entrust other personnel or subjects nominated by Party A with the same terms of this agreement according to Party A’s written instructions.

7.2 Once PRC Laws stipulate that Party A or Party A’s overseas parent or its subsidiaries under its direct or indirect control may directly hold Party C’s equity and lawfully engage in Party C’s businesses, this agreement shall be automatically terminated on the date on which Party A is formally registered as Party C’s sole shareholder.

8. Liability for Breach

8.1 All Parties of this agreement agree and confirm that if any party (hereinafter referred to as the “Breaching Party”) violates any clause hereunder, or fails to perform or delays its performance of any obligation hereunder, such party shall be deemed to have constituted a breach of this agreement (hereinafter referred to as “breach” ). In this case, any of other non-Breaching Parties (hereinafter referred to as the “ Non-Breaching Parties ”) shall have rights to ask the Breaching Party to take corrective or remedial actions within a reasonable deadline.

8.1.1 The Non-Breaching Parties shall have rights to unilaterally and immediately terminate this agreement and ask the Breaching Party to compensate for damages provided that Party B or Party C is the Breaching Party;

8.1.2 If Party A is the Breaching Party, the non-Breaching Parties shall indemnify Party A from the compensation for damages. Unless otherwise specified by laws, this agreement shall not be terminated or rescinded in any other cases.

8.2 Notwithstanding other provisions of this agreement, Article 8 shall survive the termination of this agreement.

9. Responsibilities for Non-disclosure

All Parties admit that all oral or written materials exchanged with respect to this agreement are confidential. All Parties are required to keep such materials confidential. Without the prior written consent of all other Parties, no party is allowed to disclose any related materials to a third party unless in following cases: (a) Such materials have been known to the public (but not disclosed by the party receiving such materials); (b) The materials are required to be disclosed by applicable laws or rules of any securities exchange; or (c) Any party of this agreement discloses the materials to its legal adviser or financial adviser regarding the transactions specified hereunder, while such legal adviser or financial adviser is also bound by the same confidentiality obligations as those under this article. The disclosure of any confidential information by staff or organizations hired by any party of this agreement shall be deemed as such party’s disclosure of such confidential materials, and such party shall assume legal responsibilities for violating this agreement. This clause shall survive whatever the reason for terminating this agreement.

10. Governing Laws and Dispute Resolution

10.1 The signing, effectiveness, interpretation, performance, modification and termination of this agreement as well as dispute resolution hereunder shall be governed by PRC Laws which have been formally announced and available in public. For matters unmentioned by such PRC Laws, customary international laws and principles shall prevail.

10.2 In case that any dispute occurs in interpreting and performing this agreement, the Parties of this agreement shall firstly try to resolve it through friendly negotiation. If the Parties fail to reach a consensus on such dispute resolution through negotiation within 30 days as required by any party, any party may submit such dispute to the China International Economic and Trade Arbitration Commission, which will resolve the dispute through arbitration according to current effective arbitration rules. The arbitration shall be performed in Shanghai in Chinese. The arbitration awards shall be final and binding on all Parties. After arbitration awards take effect, any party shall be authorized to apply to a competent court for enforcing arbitration awards. The arbitration tribunal may decide upon compensation with respect to Party C’s rights and interests in the equity, assets or property, or compensate Party A for the losses resulting from other Parties’ breach of this agreement, adjudicate compulsory remedies or order Party C to go bankrupt regarding related businesses or compulsory asset transfer. If necessary, arbitration organizations shall have rights to firstly ask the Breaching Party to immediately stop its defaults before giving the final awards on disputes of all Parties concerned, or prohibit the Breaching Party from conducting acts which might aggravate Party A’s losses. Courts of Hong Kong, Cayman Islands, China or other competent courts (including courts of the place where Party C lives, or courts of the place where Party C’s or the Party A’s main assets are) shall have rights to grant or execute awards of an arbitration tribunal. They shall have rights to adjudicate or enforce temporary relief with respect to Party C’s rights and interests in the equity or property. They shall also have rights to offer temporary relief to the party making a request for arbitration by giving awards or judgments before the tribunal court forms. For instance, the Breaching Party may be adjudicated or arbitrated to immediately suspend their breaches or forbidden to conduct any act which might further aggravate the Party A’s losses.

10.3 When any dispute occurs in interpreting or performing this agreement, or any dispute is under arbitration, Parties of this agreement shall continue exercising their rights and performing their respective obligations hereunder except for disputed matters.

10.4 If any Chinese law, rules or regulations are promulgated or revised after the date of signing this agreement, or the interpretation or applicability of such laws, rules or regulations changes, the following provisions shall apply: (a) If the revised laws or newly promulgated rules are more beneficial for any party than pertinent laws, rules or regulations which take effects after signing this agreement without imposing material adverse impacts upon other Parties, the Parties of this agreement shall promptly apply for gaining benefits from such modifications or new rules and try their best to have the application approved; or (b) The original clauses of this agreement shall further prevail if such revised laws or newly enacted rules directly or indirectly impose material adverse impacts upon any party’s economic benefits hereunder. The Parties shall try to be exempt from obeying these revised laws or new rules by all lawful means. If the adverse impacts on any party’s economic benefits can’t be alleviated according to this agreement, all Parties shall promptly negotiate with each other and make all necessary revisions to this agreement after the affected party notifies all other Parties, in order to perform all such requisite revisions and protect the affected party’s economic benefits.

11. Notices

11.1 All notices and other communications which are issued as required or permitted by this agreement shall be delivered by special personnel or sent to corresponding Parties’ address and fax number listed on Appendix 2 through registered mail, postage prepaid, commercial express delivery services or fax. After sending each notice, an email shall be sent for confirming the delivery. Such notices shall be deemed to have been delivered as follows:

11.1.1 The notices shall be deemed to have been delivered to the designated address on the date of sending or rejection if they are delivered by special personnel, express delivery services or registered mail, postage prepaid.

11.1.2 The notices shall be deemed to have been delivered if they are sent by fax, confirmed by automatically generated information on delivery.

11.2 Any party may issue a notice to all other Parties according to this article to inform them of the address, fax and/or email address changed from time to time.

12. Revision, Modification, Supplementation and Texts

12.1 All revisions, modifications and supplementations of this agreement shall be in writing. They shall take effects after they are signed or stamped by all Parties hereunder and governmental registration procedures (if applicable) are completed.

12.2 Party A may unilaterally notify Party B and Party C in writing anytime of unconditionally terminating this agreement at discretion without assuming any responsibility. Party B and Party C shall have no rights to unilaterally terminate this agreement.

12.3 This agreement is made in quadruplicate, and each party shall hold one copy. All four copies shall have equal legal forces.

(The page here below has no text)

In witness whereof, this Agreement on Shareholders’ Voting Rights is signed by all Parties on the date and in the place indicated on the first page of this agreement.

Hangzhou Yihan Technology Co., Ltd (seal)
[Company seal is affixed]

Signature:	/s/ Sijia CHEN
Name: Sijia CHEN
Title: Legal Representative

In witness whereof, this Agreement on Shareholders’ Voting Rights is signed by all Parties on the date and in the place indicated on the first page of this agreement.

Hangzhou Xinghui Business Management Consulting Co., Ltd (seal)
[Company seal affixed]

Signature:	/s/ Min FENG
Name: Min FENG
Title: Legal Representative


Feng Min

Signature:	/s/ Min FENG

In witness whereof, this Agreement on Shareholders’ Voting Rights is signed by all Parties on the date and in the place indicated on the first page of this agreement.

Hangzhou Hanyi E-commerce Co., Ltd
[Company seal is affixed]

Signature:	/s/ Lei SUN
Name: Lei SUN
Title: Legal Representative

Appendix 1. Power of Attorney

Date:

Hangzhou Xinghui Business Management Consulting Co., Ltd and Mr. Feng Min (the “Shareholders” ) are registered to hold 99% and 1% equity of Hangzhou Hanyi E-commerce Co., Ltd (the “Company” ). The Shareholders hereby irrevocably authorizes that Mr. Feng Min designated by Hangzhou Yihan Technology Co., Ltd ( the “Attorney” ) to exercise the proxy rights mentioned and defined in the Power of Attorney ( “this agreement” ) concluded among the Shareholders, the company and the Attorney on 4 th October 2018.

This power of attorney shall take effects on the same day as this agreement and it is irrevocable.


	Shareholder’s Signature:

	Date:

(The page here below has no text)

Appendix 2

For the purpose of notices, all Parties’ addresses are specifically indicated as follows:

Party A: Hangzhou Yihan Technology Co., Ltd

Address: Room 410, F4, Building A11, No. 9 Jiusheng Road, Jianggan District, Hangzhou

Party B: Hangzhou Xinghui Business Management Consulting Co., Ltd

Address: Room 409, F4, Building A11, No. 9 Jiusheng Road, Jianggan District, Hangzhou

Feng Min

Address: ######

Party C: Hangzhou Hanyi E-commerce Co., Ltd

Address: Room 430, F4, Building A13, No. 9 Jiusheng Road, Jianggan District, Hangzhou

Exhibit 10.5

Spousal Consent Letter granted by Sijia Chen

Whereas:

1. I, Sijia CHEN, (ID card No.: ######), am the spouse of the natural person Min FENG. Min FENG (ID card No.: ######) directly and indirectly holds 100% equity of Hangzhou Hanyi E-commerce Co., Ltd through Hangzhou Xinghui Enterprise Management Consulting Co., Ltd.

2. With respect to the aforementioned underlying equity indirectly held by Min FENG, Hangzhou Hanyi E-commerce Co., Ltd entered into the Exclusive Call Option Agreement, Equity Pledge Agreement and Exclusive Business Cooperation Agreement with Hangzhou Yihan Technology Co., Ltd and other related parties on 4 th October 2018. The Exclusive Business Cooperation Agreement together with the aforementioned Exclusive call Option Agreement, Equity Pledge Agreement and Proxy Agreement on Shareholders ’ Voting Rights constitute the contractual control arrangement regarding Hangzhou Hanyi E-commerce Co., Ltd (the “ Contractual Control Arrangement ” ).

Hereby, I confirm and irrevocably undertake as follows:

I confirm and undertake that the aforementioned underlying equity of Hangzhou Hanyi E-commerce Co., Ltd directly and indirectly held by Min FENG through Hangzhou Xinghui Enterprise Management Consulting Co., Ltd remains to be owned by him. I have no rights and interests in such underlying equity, including the rights gained from the Contractual Control Arrangement. In the future, I will never claim any right over the aforementioned underlying equity and the Contractual Control Arrangement.

Furthermore, I confirm that Min FENG may execute documents related to the Contractual Control Arrangement and make further modification to or terminate the Contractual Control Arrangement without needing my authorization or consent. I undertake to sign all necessary documents and take all necessary actions to ensure that documents of the Contractual Control Arrangement, which are revised from time to time, may be appropriately performed.

If, for any reason, I obtain all or part of the aforementioned equity, I unconditionally agree to be a party of the transactional documents related to the Contractual Control Arrangements and be bound by the agreements thereunder.

This letter will take effect immediately upon its execution by me and will be continuously effective.

Undertaker ’ s Signature:

/s/ Sijia CHEN
4 October 2018

Exhibit 10.6

FORM OF DIRECTOR AND EXECUTIVE OFFICER INDEMNIFICATION AGREEMENT

THIS INDEMNIFICATION AGREEMENT (this “ Agreement ”) is made as of___________, by and between Ruhnn Holding Limited, a company incorporated and existing under the laws of the Cayman Islands (the “ Company ”), and____________, [a director/an executive officer] of the Company (the “ Indemnitee ”).

WHEREAS, the Indemnitee has agreed to serve as [a director/an executive officer] of the Company and in such capacity will render valuable services to the Company; and

WHEREAS, in order to induce and encourage highly experienced and capable persons such as the Indemnitee to serve as directors and officers of the Company, the board of directors of the Company (the “ Board ”) has determined that it is reasonably prudent and necessary for the Company contractually to obligate itself to indemnify, and to advance expenses on behalf of, such persons;

NOW, THEREFORE, in consideration of the premises and mutual agreements hereinafter set forth, and other good and valuable consideration, including, without limitation, the service of the Indemnitee, the receipt of which hereby is acknowledged, and in order to induce the Indemnitee to serve, or continue to serve, as [a director/an executive officer] of the Company, the Company and the Indemnitee hereby agree as follows:

1. Definitions . As used in this Agreement:

a. “ Change in Control ” shall mean any of the following:

(i) any “person” (as such term is used in Sections 13(d) and 14(d) of the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the “Act”)), but excluding (1) the Company, (2) any trustee or other fiduciary holding securities pursuant to an employee benefit or welfare plan or employee share incentive plan of the Company or any subsidiary or affiliate of the Company, or any entity organized, appointed, established or holding securities of the Company with voting power for or pursuant to the terms of any such plan and (3) any entity owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of stock of the Company, becomes the “beneficial owner” (as defined in Rule 13d-3 under the Act), directly or indirectly, of securities of the Company representing 45% or more of the combined voting power of the Company’s then outstanding securities without the prior approval of at least majority of the directors in office immediately prior to such person’s attaining such interest;

(ii) any merger or consolidation of the Company with any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the combined voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the Board or other governing body of such surviving entity;

(iii) the approval by the shareholders of the Company of a complete liquidation of the Company or an agreement for the sale or disposition by the Company, in one transaction or a series of related transactions, of all or substantially all of the Company’s assets;

(iv) any other event of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or in response to any similar item or any similar or successor schedule or form) promulgated under the Act whether or not the Company is then subject to such reporting requirements; and

(v) during any period of two (2) consecutive years (not including any period prior to the execution of this Agreement), individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in Sections 1(a)(i), 1(a)(iii) or 1(a)(iv)) whose election by the Board or nomination for election by the Company’s shareholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, ceasing for any reason to constitute a least a majority of the members of the Board.

b. “ Disinterested Director ” with respect to any request by the Indemnitee for indemnification or advancement of expenses hereunder shall mean a director of the Company who neither is nor was a party to the Proceeding (as defined below) in respect of which indemnification or advancement is being sought by the Indemnitee.

c. The term “ Expenses ” shall mean any expense, liability or loss, including, without limitation, damages, judgments, fines, penalties, settlements (if, and only if, such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld) and costs, attorneys’ fees and disbursements and costs of attachment or similar bond, investigations, liabilities, losses, taxes, any expense paid or incurred in connection with investigating, defending, being a witness in, participating in (including on appeal), or preparing for any of the foregoing in, any Proceeding, and any taxes, interests, assessments or other charges imposed as a result of the actual or deemed receipt of any payment under this Agreement.

d. The term “ Independent Legal Counsel ” shall mean any firm of attorneys that:

(i) if a Change in Control shall not have occurred, shall be selected by the Board, and the Company shall give written notice to the Indemnitee advising him of the identity of the Independent Legal Counsel so selected, or

(ii) if a Change in Control shall have occurred, shall be selected by the Indemnitee (unless the Indemnitee shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and the Indemnitee shall give written notice to the Company advising it of the identity of the Independent Legal Counsel so selected, so long as such firm is not presently representing and has not in the preceding five (5) years represented the Company, the Company’s subsidiaries or affiliates, the Indemnitee, any entity controlled by the Indemnitee, or any party adverse to the Company in any matter material to any such party (other than with respect to matters concerning the Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements). Notwithstanding the foregoing, the term “Independent Legal Counsel” shall not include any person who, under applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or the Indemnitee in an action to determine the Indemnitee’s right to indemnification or advancement of expenses under this Agreement, the Company’s amended and restated memorandum and articles of association (the “ Articles ”), which became effective immediately after the Company’s initial public offering, applicable law or otherwise. The Company agrees to pay the reasonable fees and expenses of the Independent Legal Counsel referred to above and to fully indemnify such counsel against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

e. The term “ Proceeding ” shall mean any threatened, pending or completed action, suit, arbitration, alternative dispute resolution mechanism, investigation, inquiry, hearing or any other proceeding (including, without limitation, an appeal therefrom), formal or informal, whether brought in the name of the Company or otherwise, whether of a civil, criminal, administrative or investigative nature, and whether by, in or involving a court or an administrative, other governmental or private entity or body (including, without limitation, an investigation by the Company or its Board), in which the Indemnitee was, is or will be involved as a party or otherwise, by reason of (i) the fact that the Indemnitee is or was a director (or a director appointee) or an executive officer of the Company, or is or was serving at the request of the Company as an agent of another enterprise, (ii) any actual or alleged act or omission or neglect or breach of duty, including, without limitation, any actual or alleged error or misstatement or misleading statement, which the Indemnitee commits or suffers while acting in any such capacity, or (iii) the Indemnitee attempting to establish or establishing a right to indemnification or advancement of expenses pursuant to this Agreement, the Articles, applicable law or otherwise, in each case whether or not the Indemnitee is acting or serving in any such capacity at the time any liability or expense is incurred for which indemnification can be provided under this Agreement.

f. The phrase “ serving at the request of the Company as an agent of another enterprise ” or any similar terminology shall mean, unless the context otherwise requires, serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, limited liability company, trust, employee benefit or welfare plan or other enterprise, foreign or domestic. The phrase “ serving at the request of the Company ” shall include, without limitation, any service as a director or an executive officer of the Company which imposes duties on, or involves services by, such director or executive officer with respect to the Company or any of the Company’s subsidiaries, affiliates, employee benefit or welfare plans, such plan’s participants or beneficiaries or any other enterprise, foreign or domestic. In the event that the Indemnitee shall be a director, officer, employee or agent of another corporation, partnership, joint venture, limited liability company, trust, employee benefit or welfare plan or other enterprise, foreign or domestic, 50% or more of the ordinary shares, combined voting power or total equity interest of which is owned by the Company or any subsidiary or affiliate thereof, then it shall be presumed conclusively that the Indemnitee is so acting at the request of the Company.

2. Indemnification . Subject to Section 6 below, the Company hereby agrees to hold harmless and indemnify the Indemnitee to the fullest extent permitted by law, as such may be amended from time to time. In furtherance of the foregoing indemnification and without limiting the generality thereof:

a. Proceedings by or in the Right of the Company . The Company shall indemnify the Indemnitee if the Indemnitee is a party to or threatened to be made a party to or is otherwise involved in any Proceeding by or in the right of the Company to procure a judgment in its favor against all Expenses which are actually and reasonably incurred by the Indemnitee in connection with such a Proceeding, if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company; except that no indemnification under this subsection shall be made in respect of any claim, issue or matter as to which the Indemnitee shall have been adjudicated by final and non-appealable judgment by a court of competent jurisdiction to be liable to the Company for dishonesty, willful default or fraud in the performance of his/her duty to the Company, unless and only to the extent that the court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such amounts which such court shall deem proper.

b. Proceedings Other than Proceedings by or in the Right of the Company . The Company shall indemnify the Indemnitee if the Indemnitee is a party to or threatened to be made a party to or is otherwise involved in any Proceeding (other than a Proceeding by or in the right of the Company) against all Expenses which are actually and reasonably incurred by the Indemnitee in connection with such a Proceeding, if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company.

c. Indemnification for Expenses of Witness . Notwithstanding any other provision of this Agreement, to the extent that the Indemnitee, has prepared to serve or has served as a witness or is made to respond to discovery requests in any Proceeding to which the Indemnitee is not a party, the Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee in connection therewith.

d. Partial Indemnification . If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of Expenses incurred in connection with any Proceedings, but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such Expenses to which Indemnitee is entitled.

3. Contribution . If the indemnification provided in Section 2 above is unavailable to Indemnitee for any reason (other than those set forth in Section 6 below) in connection with a Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding), the Company, in lieu of indemnifying Indemnitee thereunder, shall contribute to the amount of Expenses which are actually and reasonably incurred and paid or payable by the Indemnitee in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and the Indemnitee and/or (ii) the relative fault of the Company and such Indemnitee in connection with the transaction or events from which such Proceeding arose. The relative fault of the Company and the Indemnitee shall be determined by reference to, among other things, the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent the circumstances resulting in such Expenses.

4. Advancement of Expenses . The Expenses incurred by the Indemnitee in any Proceeding shall be paid promptly by the Company in advance of the final disposition of the Proceeding at the written request of the Indemnitee to the fullest extent permitted by applicable law; provided, however, that the Indemnitee shall set forth in such request reasonable evidence that such Expenses have been incurred by the Indemnitee in connection with such Proceeding and an undertaking in writing to repay any advances if it is ultimately determined as provided in subsection 5(b) of this Agreement that the Indemnitee is not entitled to indemnification under this Agreement, the Articles, applicable law or otherwise.

5. Indemnification Procedure; Determination of Right to Indemnification .

a. Promptly after receipt by the Indemnitee of notice of the commencement of any Proceeding, the Indemnitee shall, if a claim for indemnification in respect thereof is to be made against the Company under this Agreement, notify the Company of the commencement thereof in a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The omission to so notify the Company will not relieve the Company from any liability which the Company may have to the Indemnitee under this Agreement unless the Company shall have lost significant substantive or procedural rights with respect to the defense of any Proceeding as a result of such omission to so notify.

b. The Indemnitee shall be conclusively presumed to be entitled to indemnification under this Agreement unless a determination is made that the Indemnitee is not entitled to indemnification under this Agreement, the Articles, applicable law or otherwise by one of the following two methods, which, if there has not been a Change in Control, shall be at the election of the Board: (i) by a majority vote of the Board of a quorum consisting of Disinterested Directors or (ii) if a quorum of the Board consisting of Disinterested Directors is not obtainable or, even if obtainable, said Disinterested Directors so direct, by Independent Legal Counsel in a written opinion to the Board, a copy of which shall be delivered to the Indemnitee. If a Change in Control shall have occurred and the Indemnitee so requests in writing, such determination shall be made only by Independent Legal Counsel in the manner set forth in this subsection.

c. If (i) a determination is made that the Indemnitee is not entitled to indemnification under this Agreement or (ii) a claim for indemnification or advancement of Expenses under this Agreement is not paid by the Company within thirty (30) days after receipt by the Company of written notice thereof, the Indemnitee is entitled to an adjudication in any court of competent jurisdiction. Such judicial proceeding shall be made de novo. The burden of proving that indemnification or advances are not appropriate shall be on the Company. Neither the failure of the directors of the Company or Independent Legal Counsel to have made a determination prior to the commencement of such action that indemnification or advancement of Expenses is proper in the circumstances because the Indemnitee has met the applicable standard of conduct, if any, nor an actual determination by the directors of the Company or Independent Legal Counsel that the Indemnitee has not met the applicable standard of conduct shall be a defense to an action by the Indemnitee or create a presumption for the purpose of such an action that the Indemnitee has not met the applicable standard of conduct. The termination of any Proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself (i) create a presumption that the Indemnitee did not act in good faith and in a manner which he reasonably believed to be in the best interests of the Company and/or its shareholders, and, with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that his conduct was unlawful or (ii) otherwise adversely affect the rights of the Indemnitee to indemnification or advancement of Expenses under this Agreement, except as may be provided herein.

d. If a court of competent jurisdiction shall determine that the Indemnitee is entitled to any indemnification or advancement of Expenses hereunder, the Company shall pay all Expenses actually and reasonably incurred by the Indemnitee in connection with such adjudication (including, but not limited to, any appellate proceedings).

e. With respect to any Proceeding for which indemnification or advancement of Expenses is requested, the Company will be entitled to participate therein at its own expense and, except as otherwise provided below, to the extent that it may wish, the Company may assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee. After notice from the Company to the Indemnitee of its election to assume the defense of a Proceeding, the Company will not be liable to the Indemnitee under this Agreement for any Expenses subsequently incurred by the Indemnitee in connection with the defense thereof, other than as provided below. The Company shall not settle any Proceeding in any manner which would impose any penalty or limitation on the Indemnitee without the Indemnitee’s written consent. The Indemnitee shall have the right to employ his own counsel in any Proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense of the Proceeding shall be at the expense of the Indemnitee, unless (i) the employment of counsel by the Indemnitee has been authorized by the Company, (ii) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of the defense of a Proceeding, or (iii) the Company shall not in fact have employed counsel to assume the defense of a proceeding, in each of which cases the fees and expenses of the Indemnitee’s counsel shall be advanced by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which the Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee.

f. Indemnitee shall give the Company such information and cooperation as it may reasonably require and as shall be within Indemnitee’s power, provided that any costs or expenses (including attorneys’ fees and disbursements) incurred by the Indemnitee in so cooperating shall be borne by the Company (irrespective of the determination as to the Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold the Indemnitee harmless therefrom. Subject to Section 3, the Company shall not be liable to indemnify the Indemnitee under this Agreement with regard to any judicial action if the Company was not given a reasonable and timely opportunity, at its expense, to participate in the defense, conduct and/or settlement of such action.

6. Limitations on Indemnification . Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity in connection with any claim made against the Indemnitee:

a. in connection with any Proceeding initiated or brought voluntarily by the Indemnitee and not by way of defense, unless (i) the Board authorized the Proceeding prior to its initiation or (ii) the Proceeding is to enforce indemnification rights under this Agreement, the Articles, applicable law or otherwise and either (A) Indemnitee is successful in such Proceeding in establishing Indemnitee’s right, in whole or in part, to indemnification or advancement of Expenses hereunder (in which case such indemnification or advancement shall be to the fullest extent permitted by this Agreement) or (B) the court in such Proceeding shall determine that, despite Indemnitee’s failure to establish his or her right to indemnification, Indemnitee is entitled to indemnity for such expenses (in which case such indemnification or advancement shall be to the extent provided by such court);

b. in connection with the Indemnitee preparing to serve or serving, prior to a Change in Control, as a witness in voluntary cooperation with any non-governmental or non-regulatory party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification may be provided by the Company if the Board finds it to be appropriate;

c. for which payment has actually been made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insurance policy;

d. for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Act or similar provisions of any foreign or United States federal, state or local statute or regulation;

e. for which the Indemnitee is indemnified and actually paid other than pursuant to this Agreement;

f. for conduct that is finally adjudged by a court of competent jurisdiction to have been caused by the Indemnitee’s dishonesty, willful default or fraud, including, without limitation, breach of the duty of loyalty, unless and only to the extent that the court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such amounts which such court shall deem proper;

g. if a court of competent jurisdiction finally determines that such indemnification is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission (the “ SEC ”) takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication;

h. in connection with the Indemnitee’s personal tax matters;

i. subject to the proviso in Section 6(a) hereof, in connection with any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemnitee; or

j. in connection with any reimbursement made by Indemnitee to the Company pursuant to Section 304 of the Sarbanes-Oxley Act of 2002 (the “ Sarbanes-Oxley Act ”), Section 306 of the Sarbanes-Oxley Act or Section 954 of the Dodd—Frank Wall Street Reform and Consumer Protection Act and the rules promulgated by the SEC thereunder.

7. Insurance . To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers, employees, or agents or fiduciaries of the Company or of any other corporation, partnership, joint venture, trust, employee benefit or welfare plans or other enterprise that such person serves at the request of the Company, the Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any director, officer, employee, agent or fiduciary under such policy or policies. If, at the time of the receipt of a notice of a Proceeding pursuant to the terms hereof, the Company has directors’ and officers’ insurance in effect, the Company shall give prompt notice of the commencement of such Proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies.

8. No Employment Rights . Nothing in this Agreement is intended to create in the Indemnitee any right to continued employment with the Company.

9. Continuation of Indemnification . All agreements and obligations of the Company contained herein shall continue during the period that the Indemnitee is [a director/an executive officer] of the Company (or is or was serving at the request of the Company as an agent of another enterprise, foreign or domestic) and shall continue thereafter so long as the Indemnitee shall be subject to any Proceeding by reason of the fact that the Indemnitee is or was [a director/an executive officer] of the Company or is or was serving in any other capacity referred to in this Section 9. This Agreement shall continue in effect regardless of whether the Indemnitee continues to serve as [a director/an executive officer] of the Company or as an agent of another enterprise at the Company’s request.

10. Indemnification Hereunder Not Exclusive . The indemnification provided by this Agreement shall not be deemed to be exclusive of any other rights to which the Indemnitee may be entitled under the Articles, any agreement, vote of shareholders or vote of Disinterested Directors, provisions of applicable law, or otherwise, both as to action or omission in the Indemnitee’s official capacity and as to action or omission in another capacity on behalf of the Company while holding such office.

11. Other Indemnity Agreement . Other than this Agreement, the Company has not entered into as of the date hereof, and shall not enter into following the date hereof, any indemnification agreement or side letter or other similar agreement or arrangement (collectively, an “ Indemnity Agreement ”), or amend any existing Indemnity Agreement, with any existing or future director/executive officer of the Company that has the effect of establishing rights or otherwise benefiting such director/executive officer in a manner more favorable in any respect than the rights and benefits established in favor of the Indemnitee by this Agreement, unless, in each such case, the Indemnitee is offered the opportunity to receive the rights and benefits of such Indemnity Agreement. All Indemnity Agreements shall be in writing.

12. Assignment; Successors and Assigns . Neither this Agreement nor any of the rights or obligations hereunder may be assigned by either party thereto without the prior written consent of the other party, except that the Company may, without such consent, assign all such rights and obligations to a successor in interest to the Company which assumes all obligations of the Company under this Agreement in a written agreement in form and substance satisfactory to the Indemnitee. Notwithstanding the foregoing, this Agreement shall be binding upon and inure to the benefit of and be enforceable by and against the parties hereto and the Company’s successors (including any direct or indirect successor by purchase, merger, consolidation, or otherwise to all or substantially all of the business and/or assets of the Company) and assigns, as well as the Indemnitee’s spouses, heirs, and personal and legal representatives.

13. Subrogation . In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee, who shall execute all documents required and shall do all acts that may be necessary to secure such rights and to enable the Company effectively to bring suit to enforce such rights.

14. Severability . Each and every section, sentence, term and provision of this Agreement is separate and distinct so that if any section, sentence, term or provision thereof shall be held to be invalid, unlawful or unenforceable for any reason, such invalidity, unlawfulness or unenforceability shall not affect the validity, lawfulness or enforceability of any other section, sentence, term or provision hereof. To the extent required, any section, sentence, term or provision of this Agreement may be modified by a court of competent jurisdiction to preserve its validity and to provide the Indemnitee with the broadest possible indemnification permitted under applicable law. The Company’s inability, pursuant to a court order or decision, to perform its obligations under this Agreement shall not constitute a breach of this Agreement.

15. Savings Clause . If this Agreement or any section, sentence, term or provision hereof is invalidated on any ground by any court of competent jurisdiction, the Company shall nevertheless indemnify the Indemnitee as to any Expenses which are incurred with respect to any Proceeding to the fullest extent permitted by any (a) applicable section, sentence, term or provision of this Agreement that has not been invalidated or (b) applicable law.

16. Interpretation; Governing Law . This Agreement shall be construed as a whole and in accordance with its fair meaning and any ambiguities shall not be construed for or against either party. Headings are for convenience only and shall not be used in construing meaning. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of New York, U.S.A., without giving effect to conflicts of law provisions thereof.

17. Amendments . No amendment, waiver, modification, termination or cancellation of this Agreement shall be effective unless in writing signed by the party against whom enforcement is sought. The indemnification rights afforded to the Indemnitee hereby are contract rights and may not be diminished, eliminated or otherwise affected by amendments to the Articles, or by other agreements, including directors’ and officers’ liability insurance policies, of the Company.

18. Counterparts . This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each party and delivered to the other.

19. Notices . Any notice required to be given under this Agreement shall be directed to the General Counsel of the Company at c/o Ruhnn Holding Limited, 4F, Building 1, Blue Collar Garment Industrial Park, 7-1 North Hong Pu Road, Yu Hang District, Hangzhou 311100, People’s Republic of China, and to the Indemnitee at or to such other address as the Indemnitee shall designate to the Company in writing.

20. Entire Agreement . This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof.

[ The remainder of this page is intentionally left blank ]

IN WITNESS WHEREOF, the parties have executed this Indemnification Agreement as of the date first written above.

	Ruhnn Holding Limited

	By:
	Name:
	Title:

	Indemnitee

	By:
	Name:

Exhibit 10.7

FORM OF EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (the “ Agreement ”) is entered into as of _______ by and between Ruhnn Holding Limited, a company incorporated and existing under the laws of the Cayman Islands (the “ Company ”) and ______________, an individual (the “ Executive ”). The term “Company” as used herein with respect to all obligations of the Executive hereunder shall be deemed to include the Company and all of its direct or indirect subsidiaries and affiliates (collectively, the “ Group ”).

RECITALS

A. The Company desires to employ the Executive and to assure itself of the services of the Executive during the term of Employment (as defined below).

B. The Executive desires to be employed by the Company during the term of Employment and under the terms and conditions of this Agreement.

AGREEMENT

The parties hereto agree as follows:

1. POSITION

The Executive hereby accepts a position of ______________ of the Company (the “ Employment ”).

2. TERM

Subject to the terms and conditions of this Agreement, the initial term (the “ Initial Term ”) of the Employment shall be three years commencing on ______________ (the “ Effective Date ”), unless terminated earlier pursuant to the terms of this Agreement. The Company and the Executive can determine to extend the Employment after the Initial Term through mutual agreement.

3. PROBATION

There is no probation period for the Employment.

4. DUTIES AND RESPONSIBILITIES

The Executive’s duties at the Company will include all jobs assigned by the board of directors of the Company (the “ Board ”).

The Executive shall devote all of his or her working time, attention and skills to the performance of his or her duties at the Company and shall faithfully and diligently perform his or her duties at the Company in accordance with this Agreement and the guidelines, policies and procedures of the Company as approved from time to time by the Board.

The Executive shall not, without the prior written consent of the Board, become an employee or consultant of any entity other than the Company and/or any member of the Group, whether inside or outside normal working hours, and shall not carry on or be interested in any business or entity that competes with that carried on by the Group (any such business or entity, a “ Competitor ”), provided that nothing in this clause shall preclude the Executive from holding any shares or other securities of any Competitor that is listed on any securities exchange or recognized securities market anywhere. The Executive shall notify the Company in writing of his or her interest in such shares or securities in a timely manner and with such details and particulars as the Company may reasonably require.

5. NO BREACH OF CONTRACT

The Executive hereby represents to the Company that: (i) the execution and delivery of this Agreement by the Executive and the performance by the Executive of the Executive’s duties hereunder shall not constitute a breach of, or otherwise contravene, the terms of any other agreement or policy to which the Executive is a party or otherwise bound; (ii) that the Executive has no information (including, without limitation, confidential information and trade secrets) relating to any other person or entity which would prevent, or be violated by, the Executive entering into this Agreement or carrying out his or her duties hereunder; and (iii) that the Executive is not bound by any confidentiality, trade secret or similar agreement with any other person or entity except for other member(s) of the Group, as the case may be.

6. LOCATION

The Executive will be based in Hangzhou, China or any other location as requested by the Company during the Term.

7. COMPENSATION AND BENEFITS

The Executive shall receive such compensation and benefits as described in this Section 7:

(a) Cash Compensation . The Executive’s cash compensation (including salary and bonus) shall be determined by the Board or the compensation committee thereof, subject to annual review and adjustment.

(b) Equity Incentives . The Executive will be eligible for participating in the Company’s equity incentive plan(s) pursuant to the terms and conditions thereof as determined by the Board, and any award granted thereunder will be governed by an award agreement to be entered into separately between the Company and the Executive.

(c) Benefits . In addition to any benefits as determined by the Board or the compensation committee thereof, the Executive is eligible for participation in any standard employee benefit plan of the Company that currently exists or may be adopted by the Company in the future, including, but not limited to, any retirement plan, life insurance plan, health insurance plan and annual holiday plan.

8. TERMINATION OF THE AGREEMENT

(a) By the Company . The Company may terminate the Employment for cause, as reasonably determined by the Company and at any time, without advance notice or remuneration, if (i) the Executive is convicted or pleads guilty to a felony or any criminal offence including, without limitation, fraud, misappropriation, embezzlement, theft and bribery, (ii) the Executive has engaged in actions amounting to misconduct or failed to perform his or her duties hereunder and such failure continues after the Executive is afforded a reasonable opportunity to cure such failure, (iii) the Executive has a disability which shall mean a physical or mental impairment which, as reasonably determined by the Board, renders the Executive unable to perform the essential functions of his or her employment with the Company, even with reasonable accommodation that does not impose an undue hardship on the Company, for more than 180 days in any 12-month period, unless a longer period is required by applicable law, in which case that longer period would apply. In addition, the Company may terminate the Employment without cause, at any time, upon three-month prior written notice to the Executive. Upon termination without cause, the Company shall provide severance payments to the Executive as expressly required by applicable law.

(b) By the Executive . The Executive may resign from the Company at any time with a three-month prior written notice to the Company. Notwithstanding the foregoing provision, the Executive hereby agrees not to resign from the Company at any time during the Initial Term.

(c) Notice of Termination. Any termination of the Executive’s employment under this Agreement shall be communicated by written notice of termination from the terminating party to the other party.

9. CONFIDENTIALITY AND NONDISCLOSURE

(a) Confidentiality and Non-disclosure . The Executive agrees at all times during and after the Employment, to hold in the strictest confidence, and not to use, or to disclose to any person, corporation or other entity without written consent of the Company, any Confidential Information, except as required in the performance of the Executive’s duties in connection with the Employment or pursuant to applicable law. The Executive understands that “Confidential Information” means any proprietary or confidential information of the Group, or the Group’s clients, customers or partners, including, without limitation, technical data, trade secrets, research and development information, product plans, services, customer lists and customers, supplier lists and suppliers, software developments, inventions, processes, formulas, technology, designs, hardware configuration information, personnel information, marketing, finances, information about the suppliers, joint ventures, franchisees, distributors and other persons or entities with whom the Group does business, information regarding the skills and compensation of key opinion leaders or employees of the Group or other business information disclosed to the Executive by or obtained by the Executive from the Group or the Group’s clients, customers or partners either directly or indirectly in writing, orally or otherwise, if specifically indicated to be confidential or reasonably expected to be confidential. Notwithstanding the foregoing, Confidential Information shall not include information that is generally available and known to the public through no breach of the confidentiality obligations of the Executive under this Agreement.

(b) Trade Secrets . During and after the Employment, the Executive shall hold the Trade Secrets (as defined below) in strict confidence and shall not disclose the Trade Secrets to anyone except other employees of the Company who have a need to know the Trade Secrets in connection with the Company’s business. The Executive shall not use the Trade Secrets other than for his or her duties at the Company and for the benefits of the Company.

“ Trade Secrets ” means information deemed confidential by the Group, treated by the Group or which the Executive knows or ought reasonably to have known to be confidential, and trade secrets, including without limitation designs, processes, pricing policies, marketing strategies, methods, inventions, conceptions, technology, technical data, financial information, corporate structure and know-how, relating to the business and affairs of the Group, whether embodied in memoranda, manuals, letters or other documents, computer disks, tapes or other information storage devices, hardware, or other media or vehicles. Trade Secrets do not include information generally known or released to public domain through no breaching the confidentiality obligations of the Executive under this Agreement.

(c) Company Property . The Executive understands that all documents (including computer records, facsimile and e-mail) and materials created, received or transmitted in connection with his or her work or using the facilities of the Company are property of the Company and subject to inspection by the Company, at any time.

(d) Return of Confidential Materials . Upon termination of the Employment for any reason whatsoever (or at any other time when requested by the Company), the Executive agrees (i) to promptly surrender and deliver to the Company all records, materials, equipment, drawings, documents and data of any nature pertaining to any Confidential Information or to his or her employment with the Company, (ii) not to retain or take with him or her any property of the Company or any tangible materials or electronically stored data or copies thereof, containing or pertaining to any Confidential Information or that the Executive may produce, acquire or obtain access to during the course of his or her employment, and (iii) to provide written certification of his or her compliance with this Agreement.

(c) Former Employer Information . The Executive represents and agrees that, during the term of his or her employment with the Company, he or she has not improperly used or disclosed, and will not improperly use or disclose, any proprietary information or trade secrets of any former employer or other person or entity with which the Executive has an agreement to keep in confidence information acquired by the Executive, if any. The Executive will indemnify the Company and hold it harmless from and against all claims, liabilities, damages and expenses, including reasonable attorneys’ fees and costs of suit, arising out of or in connection with any violation of the foregoing.

(d) Third Party Information . The Executive recognizes that the Company may have received, and in the future may receive, from third parties their confidential or proprietary information subject to a duty on the Company’s part to maintain the confidentiality of such information and to use it only for certain limited purposes. The Executive agrees that the Executive owes the Company and such third parties, during the Executive’s employment by the Company and thereafter, a duty to hold all such confidential or proprietary information in the strictest confidence and not to disclose it to any person or firm and to use it in a manner consistent with, and for the limited purposes permitted by, the Company’s agreement with such third party. The Executive agrees to execute any confidentiality agreement or any other document relating to the protection of such confidential or proprietary information as may from time to time be required by the Group, its shareholders, customers, business partners or other third parties.

This Section 9 shall survive the termination of this Agreement for any reason. In the event the Executive breaches this Section 9, the Company shall have right to seek remedies permissible under applicable law.

10. INVENTIONS

(a) Inventions Retained and Licensed. The Executive has attached hereto, as Schedule A , a list describing all inventions, ideas, improvements, designs and discoveries, whether or not patentable and whether or not reduced to practice, original works of authorship and trade secrets made or conceived by or belonging to the Executive (whether made solely by the Executive or jointly with others) that (i) were developed by the Executive prior to the Executive’s employment by the Company (collectively, “ Prior Inventions ”), (ii) relate to the Company’ actual or proposed business, products or research and development, and (iii) are not assigned to the Company hereunder; or, if no such list is attached, the Executive represents that there are no such Prior Inventions. Except to the extent set forth in Schedule A , the Executive hereby acknowledges that, if in the course of his or her service for the Company, the Executive incorporates into a Company product, process or machine a Prior Invention owned by the Executive or in which he has an interest, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide right and license (which may be freely transferred by the Company to any other person or entity) to make, have made, modify, use, sell, sublicense and otherwise distribute such Prior Invention as part of or in connection with such product, process or machine.

(b) Disclosure and Assignment of Inventions. The Executive understands that the Company engages in research and development and other activities in connection with its business and that, as an essential part of the Employment, the Executive is expected to make new contributions to and create inventions of value for the Company.

From and after the Effective Date, the Executive shall disclose in confidence to the Company all inventions, improvements, designs, original works of authorship, formulas, processes, compositions of matter, computer software programs, databases, mask works and trade secrets (collectively, the “ Inventions ”), which the Executive may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, during the period of the Executive’s Employment at the Company. The Executive acknowledges that copyrightable works prepared by the Executive within the scope of and during the period of the Executive’s Employment with the Company are “works for hire” and that the Company will be considered the author thereof. The Executive agrees that all the Inventions shall be the sole and exclusive property of the Company and the Executive hereby assigns all his or her right, title and interest in and to any and all of the Inventions to the Company or its successor in interest without further consideration.

(c) Patent and Copyright Registration. The Executive agrees to assist the Company in every proper way to obtain for the Company and enforce patents, copyrights, mask work rights, trade secret rights, and other legal protection for the Inventions. The Executive will execute any documents that the Company may reasonably request for use in obtaining or enforcing such patents, copyrights, mask work rights, trade secrets and other legal protections. The Executive’s obligations under this paragraph will continue beyond the termination of the Employment with the Company, provided that the Company will reasonably compensate the Executive after such termination for time or expenses actually spent by the Executive at the Company’s request on such assistance.

This Section 10 shall survive the termination of this Agreement for any reason. In the event the Executive breaches this Section 10, the Company shall have right to seek remedies permissible under applicable law.

11. NON-COMPETITION AND NON-SOLICITATION

In consideration of the Employment, the Executive agrees that during the term of the Employment and for a period of twelve months following the termination of the Employment for whatever reason:

(a) the Executive will not approach suppliers, clients, customers or contacts of the Company or other persons or entities introduced to the Executive in the Executive’s capacity as a representative of the Company for the purposes of doing business with such persons or entities which will harm the business relationship between the Company and such persons and/or entities;

(b) without the prior written consent of the Board, the Executive will not assume employment with or provide services as a director, officer, employee, independent contractor, representative, consultant, service provider, partner or otherwise for any Competitor, or engage, whether as principal, partner, licensor or otherwise, with any Competitor; and

(c) without the prior written consent of the Board, the Executive will not seek directly or indirectly, by the offer of alternative employment or other inducement whatsoever, to solicit the services of any employee of the Company employed as at or after the date of such termination, or in the year preceding such termination.

The provisions contained in this Section 11 are considered reasonable by the Executive and the Company. In the event that any such provisions should be found to be void under applicable laws but would be valid if some part thereof was deleted or the period or area of application reduced, such provisions shall apply with such modification as may be necessary to make them valid and effective.

This Section 11 shall survive the termination of this Agreement for any reason. In the event the Executive breaches this Section 11, the Executive acknowledges that there will be no adequate remedy at law, and the Company shall be entitled to injunctive relief and/or a decree for specific performance, and such other relief as may be proper (including monetary damages if appropriate). In any event, the Company shall have right to seek all remedies permissible under applicable law.

12. WITHHOLDING TAXES

Notwithstanding anything else herein to the contrary, the Company may withhold (or cause there to be withheld, as the case may be) from any amounts otherwise due or payable under or pursuant to this Agreement such national, provincial, local or any other income, employment, or other taxes as may be required to be withheld pursuant to any applicable law or regulation.

13. ASSIGNMENT

This Agreement is personal in its nature and neither of the parties hereto shall, without the consent of the other, assign or transfer this Agreement or any rights or obligations hereunder; provided, however, that (i) the Company may assign or transfer this Agreement or any rights or obligations hereunder to any member of the Group without such consent, and (ii) in the event of a merger, consolidation, or transfer or sale of all or substantially all of the assets of the Company with or to any other individual or entity, this Agreement shall, subject to the provisions hereof, be binding upon and inure to the benefit of such successor and such successor shall discharge and perform all the promises, covenants, duties, and obligations of the Company hereunder.

14. SEVERABILITY

If any provision of this Agreement or the application thereof is held invalid, the invalidity shall not affect other provisions or applications of this Agreement which can be given effect without the invalid provisions or applications and to this end the provisions of this Agreement are declared to be severable.

15. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement and understanding between the Executive and the Company regarding the terms of the Employment and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter. The Executive acknowledges that he or she has not entered into this Agreement in reliance upon any representation, warranty or undertaking which is not set forth in this Agreement.

The Executive acknowledges that he or she may be required to enter into legal employment relationships with one or more affiliates within the Group in order to achieve the purposes of this Agreement based on the terms and conditions herein. The Executive agrees to enter into standard labor contracts with one or more affiliates within the Group in accordance with local labor laws and regulations; provided, however, that in the event of any conflict or discrepancy between any such standard labor contract and this Agreement, this Agreement shall prevail.

16. GOVERNING LAW

This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of New York, U.S.A., without giving effect to conflicts of law provisions thereof.

17. AMENDMENT

This Agreement may not be amended, modified or changed (in whole or in part), except by a formal, definitive written agreement expressly referring to this Agreement, which agreement is executed by both of the parties hereto.

18. WAIVER

Neither the failure nor any delay on the part of a party to exercise any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of the same or of any right, remedy, power or privilege, nor shall any waiver of any right, remedy, power or privilege with respect to any occurrence be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence. No waiver shall be effective unless it is in writing and is signed by the party asserted to have granted such waiver.

19. NOTICES

All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given and made if (i) delivered by hand, (ii) otherwise delivered against receipt therefor, or (iii) sent by a recognized courier with next-day or second-day delivery to the last known address of the other party.

20. COUNTERPARTS

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original as against any party whose signature appears thereon, and all of which together shall constitute one and the same instrument. This Agreement shall become binding when one or more counterparts hereof, individually or taken together, shall bear the signatures of all of the parties reflected hereon as the signatories. Photographic copies of such signed counterparts may be used in lieu of the originals for any purpose.

21. NO INTERPRETATION AGAINST DRAFTER

Each party recognizes that this Agreement is a legally binding contract and acknowledges that such party has had the opportunity to consult with legal counsel of choice. In any construction of the terms of this Agreement, the same shall not be construed against either party on the basis of that party being the drafter of such terms.

[Remainder of this page has been intentionally left blank.]

IN WITNESS WHEREOF, this Agreement has been executed as of the date first written above.

	Ruhnn Holding Limited

	By:
	Name:
	Title :

	Executive

	Signature:
	Name:

Schedule A

List of Prior Inventions

Title	Date	Identifying Number or Brief Description


No inventions or improvements

Additional Sheets Attached

Signature of Executive:

Print Name of Executive:

Date:

Exhibit 10.8

Hangzhou Hanyi E-Commerce Co., Ltd.

No.: RUHNN-YY-201604-001

Cooperative Agreement Between Hangzhou Hanyi E-Commerce Co., Ltd., Hangzhou Wunai Yidui Trading Co., Ltd. and Yi Zhang

April 30, 2016

This contract is signed by the following three parties of Party A, Party B and Party C in Hangzhou on April 30, 2016:

Party A: Hangzhou Hanyi E-Commerce Co., Ltd.

Legal Representative: Lei SUN

Party B: Hangzhou Wunai Yidui Trading Co., Ltd. (Hereinafter referred to as “celebrity”)

Legal Representative: Yi ZHANG

Party C: Yi ZHANG

ID No.: ######

Whereas

Party A is a leading internet key opinion leader facilitator in China and supply chain management integrator with many years of e-commerce operation experience and mature supply chain management capabilities.

Party B is a limited company registered in accordance with the law and a joint venture established by Party A and Party C together.

Party C is a well-known internet key opinion leader in China of high prominence on the internet and with a large number of fans and highly influence in the fan community.

Based on the above, in order to help Party C enter the e-commerce industry and maximize the rights and interests of resources such as internet prominence of Party C, the three parties have reached the following terms of cooperation through consultation:

1. Subject of Cooperation

1.1 Party A and Party B shall jointly establish a joint venture, Hangzhou Dayi E-Commerce Co., Ltd. (the name is subject to approval by the competent department of industrial and commercial registration, hereinafter referred to as “JV”), the registered capital is RMB1 million, of which Party A shall invest RMB510,000 and Party B shall invest RMB490,000. Both parties shall fund the investment and bear the losses and share the profits in proportion to their respective actual contribution.

1.2 The JV is the main operator of taobao stores such as “My Favorite Wardrobe” ( 吾欢喜的衣橱 ), “Sold-out Shirts” ( 衬衫卖掉了 ) (hereinafter referred to as the “Cooperative Stores”). The JV is the legal subject of purchase and sales, and the Cooperative Stores shall be operated by the JV, and the revenue and cost of the Cooperative Stores are all borne by the JV.

1.3 Cooperation of Party A, B and C include, but are not limited to, products or services agreed upon for women’s wear, shoes and hats, luggage, accessories, cosmetics, food, travel and other products and services agreed.

1.4 JV and Party A shall sign related operation agreement, Party A is responsible for the management of the JV and stores; According to the product concept and ideas provided by Party B, Party A shall complete the corresponding design, printing proofing, editing shelves, customer service sales and other supply chain and store management, operational work and charge the corresponding service fees to the JV.

1.5 Party B is responsible for providing product ideas, concepts, shop visual design and decoration and dress photography, and marketing via C’s social media platform (including but not limited to Sina Weibo, WeChat, Facebook and other existing or future ones, either within PRC or overseas).

1.6 The JV shall procure the finished products from the supplier as designated by Party A, or outsource the manufacturing to suppliers designated by Party A

1.7 Party B and Party C shall agree and undertake to cooperate only with Party A and the JV as stipulated in Article 1.3 for category products and related e-commerce business. Party B and Party C shall not engage in the same or similar business in any way as mentioned above by themselves or in any way with other third parties without the written consent of Party A and the JV. Otherwise, it will be regarded as material breach of this Agreement by Party B and Party C.

2. Rights and obligations of both parties

2.1 Party A’s rights

2.1.1 Party A has the right to provide relevant training to and manage business affairs of Party B, and can remind and advise Party B and Party C of any behaviors and questions that may hinder the achievement of the overall objectives of this contract, and shall legally have the right to manage the stores through the relevant operation agreement and shall have the right to charge the JV for the management and operation services of the stores.

2.1.2 During the term of this contract, Party A shall enjoy an exclusive right to cooperate with Party B and Party C in e-commerce business. Party B and Party C shall not engage in e-commerce business alone or in cooperation with any other individuals, groups or companies. Unless the written consent of Party A and the JV is obtained in advance, Party A can request Party B and Party C to make indemnification for breach of contract according to the circumstances of breach of contract by Party B and Party C.

2.1.3 Party A shall be entitled to the profit distribution of the JV in accordance with Article 3 of this contract.

2.2 Party A’s obligations

2.2.1 Party A shall make every effort to enhance the economic benefits of the cooperative e-commerce business and ensure the effective realization of the rights and interests of Party B and Party C.

2.2.2 Party A will provide relevant operational resources for the effective implementation of this agreement.

2.3 Party B’s rights

2.3.1 Party B shall enjoy full and comprehensive right to know and participate in implementing the agreement.

2.3.2 Party B shall be entitled to the profit distribution of the JV in accordance with Article 3 of this agreement.

2.4 Party B’s obligation

2.4.1 Party B shall accommodate the suggestions and demands by Party A and the Company to achieve the overall objectives of this agreement.

2.4.2 Party B shall not, individually or with any other individual, group or company, engage in similar e-commerce cooperation during the term of this contract, otherwise Party B shall be deemed to be in material breach of contract and Party A shall have the right to terminate the contract, and request Party B to assume the responsibility for breach of contract, dissolve and liquidate the JV, and the JV shall bear all its liabilities up to the date of the liquidation benchmark with its own funds. Party A and Party B shall share the surplus after liquidation in accordance with Article 3 of this contract, after the compensation due to the breach of agreement by Party B shall be deducted from the surplus after liquidation of JV. Provided the compensation by Party B exceeds the surplus after liquidation of JV, the compensation of Party B to Party A can be sourced from profits of the JV previously distributed.

2.4.3 If necessary in the execution of the contract, Party B will assign the corresponding operating resources and personnel to the JV.

2.5 Party C’s rights

2.5.1 Party C shall enjoy full and comprehensive right to know and participate in implementing the contract.

2.6 Party C’s obligations

2.6.1 Party C shall obey the laws and regulations of the State and the relevant provisions of Party A and the JV, shall not involve any criminal offence or violate the relevant provisions on the administration of public security, strictly self-discipline, ensure that there are no serious bad habits such as use of drug, and abide by professional ethics and improve moral character, and Party C should pay attention to professional image and public image during the agreement term.

2.6.2 Party C shall pay attention to the appearance, words and manners in the face of the media and the public, establish and maintain a good image of both parties, and shall not damage the reputation of herself, Party A and JV. Party C shall be deemed to be in breach of agreement and Party A shall have the right to terminate the contract and request Party C to bear the responsibility for breach of contract if Party A determines that Party C’s personal image is not suitable to continue to participate in the cooperative operation during the period of cooperation.

2.6.3 Party C shall not, individually or with any other individual, group or company, engage in similar e-commerce cooperation during the term of this contract. Otherwise, Party C shall be deemed to be in serious breach of contract, and Party A shall have the right to terminate the contract and demand that Party C bear the liability for breach of agreement.

2.7 Joint responsibility clause applied to Party A, B and C

Party A and Party C solemnly undertake the following joint responsibilities:

2.7.1 During the term of the contract, Party A, B and C must safeguard and defend the reputation and goodwill of the JV, and shall not have any words or deeds detrimental to the reputation or goodwill of the JV;

2.7.2 When the reputation or goodwill of either party suffers, Party A, Party B, Party C and the JV shall have the obligation to protect the reputation or goodwill of Party A, Party B, Party C and JV and shall do their best to reduce or remove the impact.

3. Interests and distribution of rights of Party A, Party B and Party C

3.1 Rights and interests of the Party A, Party B and Party C:

3.1.1 Party C has its own right of portrait, right of name, etc. Party C authorizes Party A, Party B and the JV to use their portrait right and name right free of charge within the scope of e-commerce business agreed upon in this contract. For the related articles and photos of Party C on its own social platform, Party C guarantees that it has complete intellectual property rights and authorizes Party A, Party B and the JV to use them free of charge. For the photos identified by the three parties to be used for the promotion of Cooperative Stores products, if the pictures are taken by the JV or its principal body, the corresponding copyright shall be owned by the JV, and if provided by Party C, and Party C agrees to authorize the JV to use it free of charge.

3.1.2 During the performance of this contract, Party A, Party B and Party C may enter into various contracts for the matters agreed upon in this contract and the interests of the parties arising therefrom. Unless otherwise agreed by Party A, Party B and Party C, the performance of the above mentioned contract and the attribution and ownership of the rights and interests under this contract shall not change as a result of the suspension, termination, dismissal or invalidation of this contract.

3.2 Profit share and undertaking of responsibilities of JV

3.2.1 The net profit after tax of the JV shall be shared by Party A and Party B in accordance with their respective contributions, that is, Party A shall be entitled to 51% of the net profit of the JV, and Party B shall be entitled to 49% of the net profit of the JV.

3.2.2 The JV shall be liable for all its liabilities with its own assets, and Party A and Party B shall bear limited liability to the liabilities of the company within the limits of its capital contribution.

3.2.3 In case of termination, such as liquidation, dissolution, etc., the JV shall first settle the amount payables due to the suppliers, and shall calculate the service charge payable to Party A according to the liquidation date. After the settlement of the liabilities, the remaining equity shall be distributed to Party A and Party B according to the proportion of their actual contributions, unless the residual interest shall be equal to or less than zero.

3.2.4 The JV shall have the financial data of the JV for the preceding year audited by the accounting firm with securities qualifications designated by Party A before 30 April of each year within the term of this agreement, and determine the distributable profits of the current year based on the audit results. Party A and Party B shall determine the profit distribution plan for the current year after considering the requirement of working capital of the JV. The profits of the previous year will be distributed according to the above profit distribution plan before June 30 of each year.

4. Term of Agreement

4.1 Term of this Agreement is from April 30, 2016 to March 31, 2021.

4.2 If the contract is not terminated by written notice of the parties herein, the contract will be renewed automatically for three years each time.

5. Confidentiality duty

5.1 Party A, Party B and Party C shall have a duty of confidentiality with respect to any content covered by this contract and the relevant information (including, but not limited to, business models, commercial contracts, counterparties) obtained in the course of the execution of this contract and shall not disclose them without the permission of the other parties. Party A may disclose the content of this contract or the relevant information to the relevant investor or intermediary without the consent of Party B and Party C for financing and other capital market operation purposes.

5.2 The confidentiality period shall be from the effective date of the contract to one year after the formal termination or expiration of this contract.

6. Modification and dissolution of contracts

6.1 Party B or Party C may propose to terminate this contract in the following circumstances:

6.1.1 Party A violates the provisions of this contract, causing Party B or Party C to be materially and adversely affected.

6.1.2 Party B or Party C shall notify Party B or Party C in writing to terminate the contract after the expiration of the contract.

6.2 Party A may terminate this contract at any time in any of the following circumstances:

6.2.1 Party C fails to disclose true and adequate personal information and relevant information to Party A, causing Party A to believe that such failure has materially and adversely affected the signing, performance or continued performance of this contract;

6.2.2 In media and public, Party C does not pay attention to her appearance, behavior or manners, materially and adversely affecting her image and reputation;

6.2.3 Party B or Party C refuses to comply with Party A’s suggestions and requirements in business operation;

6.2.4 Party C has been unable to comply with this contract in terms of personal image, physical and psychological status, and code of conduct.

7. Liability of breach of agreement

7.1 Any violation of this agreement by Party A, B or C shall constitute the breach of this agreement. Unless otherwise provided in this contract, the defaulting party shall be liable for breach of contract and shall compensate the non-defaulting party for all actual and probable losses, liabilities, damages or expenses incurred by the non-defaulting party.

7.2 If Party B or Party C triggered the events in Article 2.1.2, 2.4.2, 2.6.2, 2.6.3, 2.6 or related conditions of this agreement, Party A has the right to terminate the contract and request Party B or Party C to pay Party A 200% of the total sales income of the Cooperative Stores in the past 12 months. If such compensation is sufficient to make up for the losses caused to Party A, Party B or Party C shall compensate Party A for the actual losses.

8. Force majeure clause

8.1.1 The term “force majeure” in this contract includes, but is not limited to, a) natural disasters such as earthquakes, typhoons, etc.; b) social unrest, such as war; c) Party B is unable to complete the relevant contract items in the physical condition under unforeseen circumstances such as sudden serious illness or accidental serious injury.

8.1.2 If either party to the contract is unable to perform this contract due to force majeure, it shall notify the other party as soon as possible and provide, within 20 days thereafter, detailed materials and documents supporting the event.

8.1.3 In the event of force majeure, neither party shall be liable for any damage or loss suffered by the other party as a result of the non-performance or delay of performance of this contract, nor shall it be deemed to be a breach of this contract.

9. Supplemental contract

9.1 Party A, Party B and Party C may sign supplementary contracts for outstanding matters after signing this contract.

9.2 Such supplementary contracts shall form an integral part of this contract and shall have the same legal effect.

10. Contract and validity

10.1 This contract is in 3 copies, Party A, Party B and Party C hold one copy each, and each has the same legal effect.

10.2 Any modification of this contract shall be subject to a written contract agreed by Party A, Party B and Party C.

10.3 In the event of any dispute arising in the course of the performance of this contract, Party A, Party B and Party C shall settle it through friendly consultation.

10.4 If such dispute cannot be settled through negotiation, the three parties can apply for arbitration at the Hangzhou Arbitration Commission.

In witness whereof, the parties hereto have duly authorized their representatives to sign at the date and place indicated at the beginning of this contract.

(signature page below)

Signature page to the Cooperative Agreement Between Hangzhou Hanyi E-Commerce Co., Ltd., Hangzhou Wunai Yidui Trading Co., Ltd. and Yi Zhang

Party A: Hangzhou Hanyi E-commerce Co., Ltd. (seal)

[Company seal is affixed]

Party B: Hangzhou Wunai Yidui Trading Co., Ltd. (seal)

[Company seal is affixed]

Party C: Yi ZHANG
/s/ Yi ZHANG

Exhibit 10.9

RUHNN HOLDING LIMITED
2019 EQUITY INCENTIVE PLAN

As adopted on March 5, 2019

1. Purposes of the Plan .

The purposes of this Ruhnn Holding Limited 2019 Equity Incentive Plan (the “ Plan ”) is to enable Ruhnn Holding Limited, an exempted company incorporated in the Cayman Islands (the “ Company ”), to attract and retain the services of employees, directors and consultants considered essential to the success of the Company and the Group Members (as defined below) (collectively, the “ Group ”) by providing additional incentives to promote the success of the Group as a whole. Options, Restricted Shares, Restricted Share Units, Dividend Equivalents, Share Appreciation Rights and Share Payments (each as defined below) may be granted under the Plan. Options granted under the Plan may be “Incentive Stock Options” or “Nonstatutory Stock Options,” as determined by the Administrator (as defined below) at the time of grant.

2. Definitions and Interpretation .

(a) Definitions . In this Plan, unless the context otherwise requires, the following expressions shall have the following meanings:

“ Administrator ” means the Committee or any member(s) of the Board or officer(s) of the Company whom the Committee has delegated its authority to act as the Administrator as provided in Section 4(e) .

“ Applicable Law ” means the legal requirements relating to the Plan and the Awards under applicable provisions of the corporate, securities, tax and other laws, rules, regulations and government orders, and the rules of any applicable stock exchange or national market system, of any jurisdiction applicable to Awards granted to residents therein.

“ Award ” means an Option, Restricted Share, Restricted Share Unit, Dividend Equivalent, Share Appreciation Right or Share Payment award granted to a Participant pursuant to the Plan.

“ Award Agreement ” means any written agreement, contract, or other instrument or document evidencing an Award, including through electronic medium.

“ Board ” means the Board of Directors of the Company.

“ Business ” means any Person that carries on activities for profit, and shall be deemed to include any affiliate of such Person.

“ Cause ” means, with respect to a Participant, unless in the case of a particular Award, the particular Award Agreement states otherwise, (a) the applicable Group Member having “cause,” “just cause” or term of similar meaning or import, to terminate a Participant’s employment or service, as defined in any employment, consulting or services agreement between the Participant and such Group Member in effect at the time of such termination or (b) in the absence of any such employment, consulting or services agreement (or the absence of any definition of “cause,” “just cause” or term of similar meaning or import contained therein), the following events or conditions, as determined by the Administrator in its sole discretion:

(i) any commission of an act of theft, embezzlement, fraud, dishonesty, ethical breach or other similar acts, or commission of a criminal offense;

(ii) any material breach of any agreement or understanding between the Participant and any Group Member including, without limitation, any applicable intellectual property and/or invention assignment, employment, non-competition, confidentiality or other similar agreement or the Group Member’s code of conduct or other workplace rules;

(iii) any material misrepresentation or omission of any material fact in connection with the Participant’s employment with any Group Member or service as a Service Provider;

(iv) any material failure to perform the customary duties as an Employee, Consultant or Director, to obey the reasonable directions of a supervisor or to abide by the policies or codes of conduct of the Company or any other Group Member or to satisfy the requirements or working standards of the applicable Group Member during any applicable probationary employment period; or

(v) any conduct that is materially adverse to the name, reputation or interests of the Group Members.

“ Change in Control ” means any of the following transactions:

(i) an amalgamation, arrangement, merger, consolidation or scheme of arrangement in which the Company is not the surviving entity, except for a transaction the principal purpose of which is to change the jurisdiction in which the Company is incorporated or which following such transaction the holders of the Company’s voting shares immediately prior to such transaction own more than 50% of the voting shares of the surviving entity;

(ii) the sale, transfer or other disposition of all or substantially all of the assets of the Company (other than to a Subsidiary);

(iii) the completion of a voluntary or insolvent liquidation or dissolution of the Company;

(iv) any takeover, reverse takeover, scheme of arrangement, or series of related transactions culminating in a reverse takeover or scheme of arrangement (including, but not limited to, a tender offer followed by a takeover or reverse takeover) in which the Company survives but (A) the shares of the Company outstanding immediately prior to such transaction are converted or exchanged by virtue of the transaction into other property, whether in the form of shares, securities, cash or otherwise, or (B) the shares carrying more than 50% of the total combined voting power of the Company’s then issued and outstanding shares are transferred to a person or persons different from those who held such shares immediately prior to such transaction culminating in such takeover, reverse takeover or scheme of arrangement, or (C) the Company issues new voting shares in connection with any such transaction, in each case such that holders of the Company’s voting shares immediately prior to the transaction no longer hold more than 50% of the voting shares of the Company after the transaction; or

(v) the acquisition in a single or series of related transactions by any person or related group of persons (other than Employees of one or more Group Members or entities established for the benefit of the Employees of one or more Group Members) of (A) control of the Board or the ability to appoint a majority of the members of the Board, or (B) beneficial ownership (within the meaning of Rule 13d-3 under the U.S. Securities Exchange Act) of shares carrying more than 50% of the total combined voting power of the Company’s then issued and outstanding shares.

“ Code ” means the United States Internal Revenue Code of 1986, as amended.

“ Committee ” means the Compensation Committee of the Board (or a subcommittee thereof), or such other committee of the Board to which the Board has delegated power to act pursuant to the provisions of the Plan; provided , that, in the absence of any such committee, the term “Committee” shall mean the Board.

“ Company ” has the meaning set forth in Section 1 .

“ Competitor ” means any Business that is engaged in or is about to become engaged in any activity of any nature that competes with a product, process, technique, procedure, device or service of any Group Member.

“ Consultant ” means any Person who is engaged by a Group Member to render consulting or advisory services to a Group Member.

“ Delivered Shares ” has the meaning set forth in Section 7(c)(iv) .

“ Director ” means a member of the board of directors or similar governing body of a Group Member.

“ Disability ” means, unless in the case of a particular Award, the particular Award Agreement states otherwise, as to any Participant, (a) “Disability,” as defined in any employment, consulting or services agreement between the Participant and the applicable Group Member in effect at the time of such termination; or (b) in the absence of any such employment, consulting or services agreement (or in the absence of any definition of “Disability” contained therein), a disability, whether temporary or permanent, partial or total, as determined by the Administrator in its sole discretion; provided , that for purposes of Incentive Stock Options, “Disability” means a “permanent and total disability” as defined in Section 22(e)(3) of the Code.

“ Dividend Equivalent ” means a right to receive (in cash or other property or, subject to Section 14 , a reduction in exercise price or base price of the relevant outstanding Award) dividends paid on Shares underlying an Award (or an amount equal to the dividends that would have been paid on such Shares as if such Shares had been issued and outstanding during the relevant period) as provided under Section 14 .

“ Employee ” means any person who has an employment relationship with any Group Member. A Service Provider shall not cease to be an Employee in the case of (i) any leave of absence approved by the relevant Group Member under Applicable Laws, or (ii) transfers between locations of Group Members.

“ Fair Market Value ” means, as of any date, the value of Shares determined as follows:

(i) If the Shares are listed on one or more established stock exchanges or traded on automated quotation systems, the Fair Market Value shall be the closing sales price for such Shares (or the closing bid, if no sales were reported) as quoted on the principal exchange or system on which the Shares are listed or traded on the date of determination, as reported in Bloomberg or such other source as the Administrator deems reliable unless otherwise prescribed by any Applicable Law, or, if the date of determination is not a Trading Date, the closing price as quoted on the principal exchange or system on which the Shares are listed or traded on the Trading Date immediately preceding the date of determination;

(ii) If depositary receipts representing the Shares are listed on one or more established stock exchanges or traded on automated quotation systems, the Fair Market Value shall be the closing sales price for such depositary receipts (or the closing bid, if no sales were reported) as quoted on the principal exchange or system on the date of determination, as reported in Bloomberg or such other source as the Administrator deems reliable, divided by the number of Shares that are represented by such depositary receipts, or, if the date of determination is not a Trading Date, the closing sales price for such depositary receipts as quoted on the principal exchange or system on which such depositary receipts are listed or traded on the Trading Date immediately preceding the date of determination, divided by the number of Shares that are represented by such depositary receipts;

(iii) If the Shares or depositary receipts representing the Shares are regularly quoted by a recognized securities dealer but selling prices are not reported, the Fair Market Value shall be the mean between the high bid and low asked prices for (a) the Shares on the date of determination or (b) depositary receipts representing the Shares on the date of determination, divided by the number of Shares that are represented by such depositary receipts, as applicable; or

(iv) In the absence of an established market for the Shares, the Fair Market Value thereof shall be determined in good faith by the Administrator.

“ Family Member ” means (i) any person who is a “family member” of the Participant, as such term is used in the instructions to Form S-8 under the U.S. Securities Act (collectively, the “ Immediate Family Members ”, which includes any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, and any person sharing the Participant’s household (other than a tenant or employee); (ii) a trust solely for the benefit of the Participant and/or the Participant’s Immediate Family Members; or (iii) a partnership or limited liability company whose only partners or shareholders are the Participant and/or the Participant’s Immediate Family Members; or (iv) any other transferee as may be approved by the Administrator in its sole discretion in an Award Agreement or otherwise.

“ Fully Diluted Ba sis” means assuming that all outstanding preferred shares, options, warrants and other equity securities that are convertible into or exercisable or exchangeable for Shares (whether or not by their terms then currently convertible, exercisable or exchangeable) have been so converted, exercised or exchanged.

“ Group ” has the meaning set forth in Section 1 .

“ Group Member ” means the Company, any Subsidiary or any Related Entity.

“ Incentive Stock Option ” means an Option intended to qualify as an incentive stock option within the meaning of Section 422 of the Code.

“ Initial Public Offering ” means the first firm commitment underwritten offering of the IPO Corporation pursuant to an effective registration statement under the U.S. Securities Act (other than a registration statement on Form S-4 or Form S-8 or any similar form).

“ IPO Corporation ” means the Company or any other entity which undertakes the Initial Public Offering.

“ Nonstatutory Stock Option ” means an Option not intended to qualify as an Incentive Stock Option.

“ Option ” means an option to purchase Shares granted pursuant to the Plan.

“ Participant ” means the holder of an outstanding Award granted under the Plan.

“ Person ” means any natural person, firm, company, corporation, body corporate, partnership, association, government, state or agency of a state, local, municipal or provincial authority or government body, joint venture, trust, individual proprietorship, business trust or other enterprise, entity or organization (whether or not having separate legal personality).

“ Plan ” has the meaning set forth in Section 1 .

“ Related Entity ” means any Person in or of which the Company or a Subsidiary holds a substantial economic interest, or possesses the power to direct or cause the direction of the management policies, directly or indirectly, through the ownership of voting securities, by contract, or other arrangements as trustee, executor or otherwise, but which, for purposes of the Plan, is not a Subsidiary, and which the Administrator designates as a Related Entity. For purposes of the Plan, any Person in or of which the Company or a Subsidiary owns, directly or indirectly, securities or interests representing twenty percent (20%) or more of its total combined voting power of all classes of securities or interests shall be deemed a “Related Entity” unless the Administrator determines otherwise.

“ Repurchased Shares ” has the meaning set forth in Section 7(c)(iv) .

“ Restricted Share ” means a Share subject to restrictions and repurchase rights granted pursuant to the Plan.

“ Restricted Share Unit ” means the right to receive a Share at a future date granted pursuant to the Plan.

“ Service Provider ” means any Person who is an Employee, a Consultant or a Director; provided , that Awards shall not be granted to any Consultant or Director in any jurisdiction in which, pursuant to Applicable Laws, grants to non-employees are not permitted. If any Person is a Service Provider by reason of being an Employee, Director or Consultant to the Company or any Subsidiary and such Person’s service is transferred to a Related Entity, then the Administrator, in its sole discretion, may determine that such Person’s service as a Service Provider has terminated as a result of such transfer for any or all purposes of any Award, Award Agreement and the Plan.

“ Share ” means a Class A ordinary share of the Company, par value US$0.000000001 per share, as adjusted in accordance with Section 14(a) below.

“ Share Appreciation Right ” means a right to receive a payment equal to the excess of the Fair Market Value of a specified number of Shares on the date the Share Appreciation Right is exercised over the base price set forth in the applicable Award Agreement, granted pursuant to the Plan.

“ Share Payment ” means a payment in the form of Shares, as part of any bonus, deferred compensation or other cash compensation arrangement, made in lieu of all or any portion of such bonus, deferred compensation or other cash compensation arrangement, granted pursuant to the Plan.

“ Subsidiary ” means any Person Controlled by the Company. “ Control ” means, with respect to any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of a Person whether through the ownership of the voting securities of such Person or by contract or otherwise; provided , that for purposes of Incentive Stock Options, a Subsidiary shall mean only a corporation, a majority of the outstanding voting securities or voting power of which is beneficially owned, directly or indirectly, by the Company. For purposes of the Plan, any “variable interest entity” that is consolidated into the consolidated financial statements of the Company under applicable accounting principles or standards as may apply to the consolidated financial statements of the Company shall be deemed a Subsidiary; provided , that for purposes of Incentive Stock Options, a Subsidiary shall mean only a corporation, a majority of the outstanding voting securities or voting power of which is beneficially owned, directly or indirectly, by the Company.

“ Tax ” means any income, employment, social welfare or other tax withholding obligations (including a Participant’s tax obligations) or any levies, stamp duties, charges or taxes required or permitted to be withheld or otherwise payable under Applicable Laws with respect to any taxable event concerning a Participant arising as a result of this Plan.

“ Terminated for Cause ” or “ Termination for Cause ” means, in the case of a Participant, (i) the termination of the Participant’s status as a Service Provider for Cause or (ii) the Participant’s termination without Cause or voluntary resignation as a Service Provider if the Administrator determines at any time that, before or after the Participant’s termination without Cause or resignation, a Group Member had Cause to terminate such Participant’s status as a Service Provider.

“ Trading Date ” means any day on which the Shares or depositary receipts representing the Shares are (i) publicly traded on one or more established stock exchanges or automated quotation systems under an effective registration statement or similar document under Applicable Law or (ii) quoted by a recognized securities dealer.

“ U.S. Person ” means each Person who is a “United States Person” within the meaning of Section 7701(a)(30) of the Code (i.e., a citizen or resident of the United States, including a lawful permanent resident, even if such individual resides outside of the United States).

“ U.S. Securities Act ” means the United States Securities Act of 1933 and the regulations thereunder, as amended from time to time.

“ U.S. Securities Exchange Act ” means the United States Securities Exchange Act of 1934 and the regulations thereunder, as amended from time to time.

(b) Interpretation . Unless expressly provided otherwise, or the context otherwise requires:

(i) the headings in this Plan are for convenience only and shall not affect its interpretation;

(ii) the terms defined in the singular shall have a comparable meaning when used in the plural, and vice versa;

(iii) references to “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”;

(iv) references to “dollars” or “US$” shall be deemed references to the lawful money of the United States of America;

(v) references to clauses, sub-clauses, paragraphs, sub-paragraphs and schedules are to clauses, sub-clauses, paragraphs and sub-paragraphs of, and schedules to, this Plan;

(vi) use of any gender includes the other genders;

(vii) a reference to any statute or statutory provision shall be construed as a reference to the same as it may have been, or may from time to time be, amended, modified or re-enacted;

(viii) a reference to any other document referred to in this Plan is a reference to that other document as amended, varied, novated or supplemented at any time; and

(ix) sections 8 and 19(3) of the Electronic Transactions Law (2003 Revision) of the Cayman Islands shall not apply.

3. Shares Subject to the Plan .

(a) Subject to the provisions of Sections 14 and paragraph (b) of this Section 3 , the maximum aggregate number of Shares that may be subject to Awards under the Plan is 8% of the total outstanding number of ordinary shares as reflected on the register of members of the Company immediately following the completion of the IPO, plus one or several increases during the term of the Plan by an amount equal to such number of Shares as may be determined by the Board, provided, however, that (i) the aggregate number of Shares increased in each fiscal year shall not be more than 3% of the total number of ordinary shares issued and outstanding on the last day of the immediately preceding fiscal year and (ii) the aggregate number of Shares increased during the term of the Plan shall not be more than 6% of the total number of ordinary shares issued and outstanding on the last day of the fiscal year immediately preceding the most recent increase.

(b) The Shares that may be subject to Awards are authorized but unissued Shares of the Company.

(c) If an Award (or any portion thereof) terminates, expires or lapses or is cancelled for any reason, any Shares subject to the Award (or such portion thereof) shall again be available for the grant of an Award pursuant to the Plan (unless the Plan has terminated). Shares that have actually been issued under the Plan pursuant to Awards under the Plan shall not be returned to the Plan and shall not cause the number of Shares available to be subject to Awards under the Plan to be increased, except that if:

(i) any Restricted Shares are forfeited (or surrendered) or the Company repurchases unvested Restricted Shares pursuant to the terms of the Award Agreement, or

(ii) the Company repurchases any Shares granted under any Award (or a portion thereof) in the event of a Participant’s joining a Competitor, Termination for Cause, or any of the other circumstances as set forth in Section 18(a) ,

then such Restricted Shares or Shares shall form part of the authorized but unissued share capital of the Company and may become available for future grant under the Plan (to the extent permitted under Applicable Laws).

4. Administration of the Plan .

(a) Administrator. The Plan shall be administered by the Administrator (except as otherwise permitted herein).

(b) Duties and Powers of Administrator . It shall be the duty of the Administrator to conduct the general administration of the Plan in accordance with its provisions. Subject to the provisions of the Plan, the Administrator shall have the power and authority, in its discretion:

(i) to select the Service Providers to whom Awards may from time to time be granted hereunder;

(ii) to determine the type or types of Awards to be granted to each Service Provider;

(iii) to determine the exercise price of an Option or the base price of a Share Appreciation Right;

(iv) to determine the number of Shares to be covered by each such Award granted hereunder;

(v) to prescribe the forms of Award Agreement for use under the Plan, which need not be identical for each Participant and to amend any Award Agreement; provided , that: (1) the rights or obligations of the Participant holding the Award that is the subject of any such Award Agreement are not affected adversely by such amendment; (2) the consent of the affected Participant is obtained; or (3) such amendment is otherwise permitted under the Plan. Any such amendment of an Award under the Plan need not be the same with respect to each Participant;

(vi) to determine the terms and conditions of any Award granted hereunder (such terms and conditions to include, but not be limited to, the exercise price, the time or times when Awards may be vested, issued or exercised as the case may be (which may be based on performance criteria), the times at which Shares are issuable under a Restricted Share Unit, whether any Award may be paid in cash or Shares, any rules for tolling the vesting of Awards upon an authorized leave of absence, any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitation regarding any Awards or the Shares relating thereto, based in each case on such factors as the Administrator, in its sole discretion, shall determine);

(vii) to determine all matters and questions relating to whether a Participant’s status as a Service Provider has been terminated, including without limitation if such termination was for Cause or for Disability and, if so, to determine the effective date of such termination (which it may determine to be the date of notice of resignation or the date of an act or omission by such Participant constituting Cause) and all questions of whether particular leaves of absence constitute a termination of the Service Provider;

(viii) to determine whether a Business is a Competitor;

(ix) to prescribe, amend and rescind rules and regulations relating to the Plan and the administration of the Plan and all Award Agreements, including rules and regulations relating to sub-plans established for the purpose of qualifying for preferred Tax treatment under the tax laws of any jurisdiction;

(x) to allow the Participants to satisfy minimum Tax withholding obligations by having the Company withhold from the Shares to be issued pursuant to an Award (or a portion thereof), that number of Shares having a Fair Market Value equal to the amount required to be withheld as set forth in Section 15(j) below;

(xi) to take any action, before or after an Award is made, that it deems advisable to obtain approval or comply with Applicable Laws or any necessary local governmental regulatory exemptions or approvals or listing requirements of any securities exchange or automated quotation system;

(xii) to construe, interpret, reconcile any inconsistency in, correct any defect in and/or supply any omission in, the terms of the Plan, any Award Agreement and any Award granted pursuant to the Plan; and

(xiii) make all other decisions and determinations that may be required pursuant to the Plan or as the Administrator deems necessary or advisable to administer the Plan.

(c) Action by the Administrator . The Administrator may act at a meeting or in writing signed by all members in lieu of a meeting. The Administrator is entitled to, in good faith, rely or act upon any report or other information furnished by any officer or other employee of any Group Member, the Company’s independent certified public accountants, or any executive compensation consultant or other professional retained by the Company or the Administrator to assist in the administration of the Plan.

(d) Effect of Administrator’s Decision. The Administrator’s interpretation of the Plan, any Awards granted pursuant to the Plan and any Award Agreement, and all decisions, determinations and interpretations of the Administrator shall be final, binding and conclusive for all purposes and upon all Participants.

(e) Delegation of Authority . To the extent permitted by Applicable Laws, the Administrator may from time to time delegate to a committee of one or more members of the Board or one or more officers of the Company the authority to grant or amend Awards or to take other administrative actions pursuant to this Section 4 . Any delegation hereunder shall be subject to the restrictions and limits that the Administrator specifies at the time of such delegation, and the Administrator may at any time rescind the authority so delegated or appoint a new delegate.

5. Eligibility .

(a) Subject to the terms of the Plan, all forms of Awards may be granted to any Service Provider. Incentive Stock Options, however, may be granted only to employees of the Company or any “subsidiary corporation” (as defined in Section 424(f) of the Code) of the Company.

(b) An Option that is intended to be an Incentive Stock Option shall be so designated in the Award Agreement.

(c) Neither the Plan nor any Award shall confer upon any Participant any right with respect to continuing the Participant’s relationship as a Service Provider with any Group Member, nor shall it interfere in any way with the Participant’s right or any Group Member’s right to terminate such relationship at any time, with or without Cause.

6. Terms of Awards .

(a) Term . The term of each Award shall be stated in the Award Agreement; provided , that the term shall be no more than ten (10) years from the date of grant thereof. Subject to the foregoing, except as limited by the requirements of Section 409A of the Code and regulations and rulings thereunder, the Administrator may extend the term of any outstanding Award, and may extend the time period during which vested Awards may be exercised, in connection with any termination of a Participant’s status as a Service Provider, and may amend any other term or condition of an Award relating to such termination.

(b) Timing of Granting of Awards . The date of grant of an Award shall, for all purposes, be the date on which the Administrator makes the determination granting such Award or such other future date as is determined by the Administrator. Notice of the determination shall be given to each Service Provider to whom an Award is so granted within a reasonable time after the date of such grant.

(c) Stand-Alone and Tandem Awards . Awards granted pursuant to the Plan may, in the sole discretion of the Administrator, be granted either alone, in addition to, or in tandem with, any other Award granted pursuant to the Plan (or any other award granted pursuant to another compensation plan). Awards granted in addition to or in tandem with other Awards may be granted either at the same time as or at a different time from the grant of such other Awards (or any other award granted pursuant to another compensation plan).

(d) Award Agreement . All Awards shall be evidenced by an Award Agreement setting forth the number of Shares subject to the Award and the terms and conditions of the Award, which shall not be inconsistent with the Plan; provided , that if necessary to comply with Section 409A of the Code, for each U.S. Person the Shares subject to the Awards shall be “service recipient stock” within the meaning of Section 409A of the Code or the Award shall otherwise comply with Section 409A of the Code, unless the Participant consents otherwise.

(e) Vesting . The period during which an Award, in whole or in part, vests shall be set by the Administrator, and the Administrator may determine that an Award may not vest in whole or in part for a specified period after it is granted. Such vesting may be based on service with a Group Member and/or any other criteria selected by the Administrator. At any time after grant of an Award, the Administrator may, in its sole discretion and subject to whatever terms and conditions it selects, accelerate the period during which an Award vests. No portion of an Award that is unvested or unexercisable at the termination of a Participant’s status as a Service Provider shall thereafter become vested or exercisable, except as may be otherwise provided by the Administrator either in the Award Agreement or by action of the Administrator following the grant of the Award.

(f) Issuance of Shares . Shares issued upon grant, exercise or vesting of an Award (or any portion thereof) shall be issued in the name of the Participant or, if requested by the Participant and if approved by the Administrator in its sole discretion, in the name of the Participant and/or in the name of one of more of the Participant’s Family Members.

(g) Termination of Relationship as a Service Provider . If a Participant’s status as a Service Provider terminates, such Participant may exercise any unexercised Award (to the extent exercisable) within such period of time as is specified in the Award Agreement to the extent that the Award is vested and exercisable on the date of termination (but in no event later than the expiration of the term of the Award as set forth in the Award Agreement). In the absence of a specified time in the Award Agreement, and except as provided in Sections 6(h) , 6(i) and 6(j) , Awards shall remain exercisable for three months following the Participant’s termination (but in no event later than the expiration of the term of the Award as set forth in the Award Agreement). Unless otherwise specified in the Award Agreement or otherwise determined by the Administrator, if, on the date of termination, the Participant is not vested as to the Participant’s entire Award, the unvested portion of such Award shall be deemed cancelled and the Shares covered by the unvested portion of the Award shall revert to the Plan and again be available for grant or award under the Plan. If, after termination, the Participant does not exercise the Participant’s Award within the time specified by the Administrator, the Award shall terminate, and the Shares covered by such Award shall revert to the Plan and again be available for grant or award under the Plan.

(h) Disability of Participant . If a Participant’s status as a Service Provider terminates as a result of the Participant’s Disability, the Participant may exercise any unexercised Award (to the extent exercisable) within such period of time as is specified in the Award Agreement to the extent the Award is vested and exercisable on the date of termination (but in no event later than the expiration of the term of such Award as set forth in the Award Agreement). In the absence of a specified time in the Award Agreement, the Award shall remain exercisable for 12 months following the Participant’s termination (but in no event later than the expiration of the term of the Award as set forth in the Award Agreement). Unless otherwise specified in the Award Agreement or otherwise determined by the Administrator, if, on the date of termination, the Participant is not vested as to the Participant’s entire Award, the unvested portion of such Award shall be deemed cancelled and the Shares covered by the unvested portion of the Award shall revert to the Plan and again be available for grant or award under the Plan. If, after termination, the Participant does not exercise the Participant’s Award within the time specified herein, the Award shall terminate, and the Shares covered by such Award shall revert to the Plan and again be available for grant or award under the Plan.

(i) Death of Participant . If a Participant dies while a Service Provider, any unexercised Award (to the extent exercisable) may be exercised within such period of time as is specified in the Award Agreement to the extent that the Award is vested on the date of death of the Participant (but in no event later than the expiration of the term of such Award as set forth in the Award Agreement) by the Participant’s estate or by a person who acquires the right to exercise the Award by bequest or inheritance. In the absence of a specified time in the Award Agreement, the Award shall remain exercisable for 12 months following the Participant’s death (but in no event later than the expiration of the term of the Award as set forth in the Award Agreement). Unless otherwise specified in the Award Agreement or otherwise determined by the Administrator, if, at the time of death, the Participant is not vested as to the entire Award, the unvested portion of such Award shall be deemed cancelled and the Shares covered by the unvested portion of the Award shall immediately revert to the Plan and again be available for grant or award under the Plan. If the Award is not so exercised within the time specified herein, the Award shall terminate, and the Shares covered by such Award shall revert to the Plan and again be available for grant or award under the Plan.

(j) Termination for Cause . Subject to Applicable Law, if a Participant is Terminated for Cause, all unexercised Options or Share Appreciation Rights, whether vested or unvested, and all other unvested Awards, shall be cancelled as of the date of such termination as determined by the Administrator in its sole discretion, and all Shares acquired pursuant to an Award by such Participant shall be subject to a right of repurchase by the Company in accordance with Section 18(b) . Any Shares covered by cancelled Awards, and any Shares so repurchased, shall revert to the Plan and again be available for grant or award under the Plan.

7. Options .

(a) Rights to Purchase . After the Administrator determines that it will offer Options under the Plan, it shall advise the offeree in writing or electronically of the terms, conditions and restrictions related to such Options.

(b) Exercise Price . The exercise price per Share subject to an Option shall be determined by the Administrator and set forth in the Award Agreement which, unless otherwise determined by the Administrator, may be a fixed or variable price determined by reference to the Fair Market Value of the Shares over which such Award is granted; provided , that (i) the exercise price of an Incentive Stock Option shall not be less than the Fair Market Value of a Share on the date of grant and, in the case of an Incentive Stock Option granted to an employee who, at the time of the grant of such Option, owns stock representing more than 10% of the voting power of all classes of stock of any member of the Company Group, the exercise price per Share shall be no less than 110% of the Fair Market Value per Share on the date of grant, (ii) no Option may be granted to a U.S. Person with an exercise price per Share which is less than the Fair Market Value of a Share on the date of grant (or date of adjustment pursuant to the following sentence), without compliance with Section 409A of the Code, or the Participant’s consent, (iii) an Option may be granted with an exercise price lower than that set forth herein if such Option is granted pursuant to an assumption or substitution for an option granted by another company, whether in connection with an acquisition of such other company or otherwise, and (iv) the exercise price per Share shall not in any circumstances be less than the par value of the Share. The exercise price per Share subject to an Option may be amended or adjusted in the absolute discretion of the Administrator, provided , that such adjustment does not result in a materially adverse impact to the Participant; provided , further , that the exercise price per Share may not in any circumstances be reduced to less than the par value of the Share. For the avoidance of doubt, to the extent not prohibited by Applicable Laws, a downward adjustment of the exercise prices of Options mentioned in the preceding sentence shall be effective without the approval of the Board or the Company’s shareholders or the approval of the affected Participants.

(c) Consideration . The consideration to be paid for the Shares to be issued upon exercise of an Option, including the method of payment, shall be determined by the Administrator (and, in the case of an Incentive Stock Option, shall be determined at the time of grant). Such consideration may consist of:

(i) cash;

(ii) check;

(iii) promissory note;

(iv) subject to the consent of the Administrator, Shares (“ Repurchased Shares ”) (including Shares issuable upon exercise of such Options) which have a Fair Market Value on the date of repurchase equal to the aggregate exercise price of the Shares as to which such Option shall be exercised (“ Delivered Shares ”), provided that: (A) arrangements have been made for the repurchase by the Company of such Repurchased Shares and the paying up in full of the par value of the Delivered Shares as required under Applicable Laws; (B) such Repurchased Shares have been held by the Participant for such period as established from time to time by the Administrator in order to avoid adverse accounting treatment applying generally accepted accounting principles; and (C) any other reasonable requirements as may be imposed by the Administrator (including by means of attestation of ownership of a sufficient number of Shares in lieu of actual delivery of such Shares to the Company) have been satisfied;

(v) consideration received by the Company under a broker-assisted or similar cashless exercise program implemented by the Company in connection with the Plan; provided , that, where relevant, arrangements have been made for the payment in full of the par value of any Shares as required under Applicable Laws in connection with such program;

(vi) such other consideration as may be approved by the Administrator from time to time to the extent permitted by Applicable Laws; or

(vii) any combination of the foregoing methods of payment. In making its determination as to the type of consideration to accept, the Administrator shall consider if acceptance of such consideration may be reasonably expected to benefit the Company.

(d) Procedure for Exercise . Any Option granted hereunder shall be exercisable according to the terms hereof at such times and under such conditions as determined by the Administrator and set forth in the Award Agreement. An Option may not be exercised for a fraction of a Share. An Option shall be exercised when the Company receives written or electronic notice of exercise (in accordance with the Award Agreement) from the person entitled to exercise the Option and payment of the exercise price and Taxes which are required to be withheld or paid by the relevant Group Member. Full payment may consist of any consideration and method of payment permitted under Section 7(c) above.

(e) Rights as a Shareholder . Until the Shares are evidenced as issued by entry in the Company’s register of members, no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the Shares, notwithstanding the exercise of the Option. The Company shall cause such Shares to be evidenced as issued by entry in the Company’s register of members promptly after the Option is exercised. No adjustment will be made for a dividend or other right for which the record date is prior to the date the Shares are issued, except as provided in Section 14 .

(f) Substitution of Share Appreciation Rights . The Administrator may provide in the Award Agreement evidencing the grant of an Option that the Administrator, in its sole discretion, shall have the right to substitute a Share Appreciation Right for such Option at any time prior to or upon exercise of such Option; provided, that such Share Appreciation Right shall be exercisable with respect to the same number of Shares for which such substituted Option would have been exercisable.

8. Restricted Shares .

(a) Rights to Purchase . After the Administrator determines that it will offer Restricted Shares under the Plan, it shall advise the offeree in writing or electronically of the terms, conditions and restrictions related to such Restricted Shares.

(b) Restrictions . All Restricted Shares shall, in the terms of each individual Award Agreement, be subject to such restrictions and vesting requirements as the Administrator shall provide. Restricted Shares may not be sold or encumbered until all restrictions are terminated or expire in accordance with the terms of the relevant Award Agreement. All share certificates relating to Restricted Shares shall be held by the Company in escrow for the Participant until all restrictions on such Restricted Shares have been removed.

(c) Repurchase or Forfeiture of Restricted Shares . If the price for the Restricted Shares was paid by the Participant in services, then, upon termination as a Service Provider, the Participant shall no longer have any right in the unvested Restricted Shares, and such Restricted Shares shall be forfeited (and for these purposes the Participant shall be deemed to have surrendered such Restricted Shares) and thereupon either cancelled or surrendered to the Company without consideration. If a purchase price was paid by the Participant for the Restricted Shares (other than in services), then, upon the Participant’s termination as a Service Provider, the Company shall have the right to repurchase from the Participant the unvested Restricted Shares then subject to restrictions at a cash price per Share equal to the price paid by the Participant for such Restricted Shares or such other amount as may be specified in the Award Agreement.

(d) Rights as a Shareholder. Once the Restricted Shares are issued, subject only to the restrictions on such Restricted Shares as provided in the Award Agreement, the Participant shall have rights as a shareholder that are equivalent to the rights of other holders of Shares, and shall be a shareholder when the Participant is recorded as the holder of such Restricted Shares upon entry in the Company’s register of members. No adjustment shall be made for a dividend or other right in respect of any Restricted Share for which the record date is prior to the date the Participant is entered on the Company’s register of members in respect of such Restricted Shares, except as provided in Section 1 4 of the Plan.

9. Restricted Share Units .

(a) Rights to Purchase . After the Administrator determines that it will offer Restricted Share Units under the Plan, it shall advise the offeree in writing or electronically of the terms, conditions and restrictions related to such Restricted Share Units.

(b) Rights as a Shareholder . Until a Share is issued in settlement of a Restricted Share Unit by entry in the Company’s register of members, no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to such Share. The Company shall cause such Share to be evidenced as issued by entry in the Company’s register of members promptly after the Restricted Share Unit vests. No adjustment will be made for a dividend or other right for which the record date is prior to the date the Shares are issued, except as provided in Section 14 .

10. Share Appreciation Rights .

(a) Rights to Purchase . After the Administrator determines that it will offer Share Appreciation Rights under the Plan, it shall advise the offeree in writing or electronically of the terms, conditions and restrictions related to such Share Appreciation Rights.

(b) Base Price . The price per Share over which the appreciation of each Share Appreciation Right is to be measured shall be the base price as determined by the Administrator and set forth in the Award Agreement, which may be a fixed or variable price determined by reference to the Fair Market Value of the Shares; provided , that, for each U.S. Person, such base price may not be established at less than the Fair Market Value on the date the Share Appreciation Right is granted without such Share Appreciation Right either complying with Section 409A of the Code, or the Participant’s consent. The base price per Share so established for a Share Appreciation Right may be amended or adjusted in the absolute discretion of the Administrator, provided , that such adjustment does not result in a materially adverse impact to the Participant. For the avoidance of doubt, to the extent not prohibited by Applicable Laws, a downward adjustment in the base price mentioned in the preceding sentence shall be effective without the approval of the Board or the Company’s shareholders or the approval of the affected Participants.

(c) Payment . Payment by the Company for a Share Appreciation Right shall be in cash, in Shares (based on their Fair Market Value as of the date the Share Appreciation Right is exercised) or a combination of both, as determined by the Administrator in the Award Agreement or, if the Award Agreement does not specifically so provide, by the Administrator at the time of exercise. To the extent any payment is effected in Shares, only that number of Shares actually issued in payment of the Share Appreciation Right shall be counted against the maximum number of Shares which may be issued under Section 3 .

(d) Procedure for Exercise. Any Share Appreciation Right granted hereunder shall be exercisable according to the terms hereof at such times and under such conditions as determined by the Administrator and set forth in the Award Agreement. A Share Appreciation Right shall be exercised when the Company receives written or electronic notice of exercise (in accordance with the Award Agreement) from the person entitled to exercise the Share Appreciation Right and payment of Taxes which are required to be withheld by the relevant Group Member. If Shares are issued upon exercise of a Share Appreciation Right, then such Shares shall be issued in the name of the Participant or, if requested by the Participant and if approved by the Administrator in its sole discretion, in the name of the Participant and/or in the name of one or more of the Participant’s Family Members.

(e) Rights as a Shareholder . Until the Shares are issued by entry in the Company’s register of members, no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the Shares, notwithstanding the exercise of the Share Appreciation Right. The Company shall issue (or cause to be issued) such Shares promptly after the Share Appreciation Right is exercised. No adjustment will be made for a dividend or other right for which the record date is prior to the date the Shares are issued, except as provided in Section 14 .

11. Dividend Equivalents.

The Administrator is authorized to grant Dividend Equivalents with respect to any Award and any Service Provider. Dividend Equivalents with respect to an Award may be granted by the Administrator based on dividends declared on the Shares underlying such Award (and, in the case of any such Shares which have not been issued, the Dividend Equivalent may entitle the holder of such Award to receive an amount equal to the dividends which would have been paid on such Shares, as if such Shares had been issued and outstanding during the relevant period), to be credited as of dividend payment dates during the period between the date the Dividend Equivalent is granted to a Participant and the date the Award with respect to which the Dividend Equivalent vests, is exercised, is distributed or expires, as determined by the Administrator. Such Dividend Equivalents shall be settled in cash, other property or a reduction in exercise price or base price of the relevant Award by such formula and at such time and subject to such limitations as may be determined by the Administrator and as set forth in the Award Agreement or otherwise. Dividend Equivalents shall not be granted with respect to Options or Share Appreciation Rights granted to U.S. Persons.

12. Share Payments .

The Administrator is authorized to grant Share Payments to any Service Provider in the manner determined from time to time by the Administrator; provided , that unless otherwise determined by the Administrator such Share Payments shall be made in lieu of base salary, bonus or other cash compensation otherwise payable to such Participant, including any such compensation that has been deferred at the election of the Participant; provided , further , that not less than the par value of any Share shall be received by the Company in connection with its issuance of a Share pursuant to any such Share Payment. In accordance with Applicable Law, such par value may be paid through the provision of services. The number of Shares issuable as a Share Payment shall be determined by the Administrator and may be based upon satisfaction of such specific criteria as determined appropriate by the Administrator, including specified dates for electing to receive such Share Payment at a later date and the date on which such Share Payment is to be made.

13. Non-Transferability of Awards .

Awards, and any interest therein, will not be transferable or assignable by the Participant, and may not be made subject to execution, attachment or similar process; provided , that (i) during a Participant’s lifetime, with the consent of the Administrator (on such terms and conditions as the Administrator determines appropriate), the Participant may transfer Awards (except Incentive Stock Options and Restricted Share Units) pursuant to domestic relations order in the settlement of marital property rights, (ii) the Administrator may permit transfer of an Award to Family Members (except Incentive Stock Options) in its sole discretion under such circumstances as it deems appropriate, and (iii) following a Participant’s death, Awards, to the extent they are vested upon the Participant’s death, may be transferred by will or by the laws of descent and distribution.

14. Adjustments Upon Changes in Capitalization, Change in Control .

(a) Changes in Capitalization. Subject to any required action by the shareholders of the Company, the number of Shares covered by each outstanding Award, the number of Shares which have been authorized for issuance under the Plan but as to which no Awards have yet been granted or which have been returned to the Plan upon cancellation or expiration of an Award and the number of Shares subject to grant as Incentive Stock Options, as well as the price per Share covered by each such outstanding Award and any other affected terms of such Awards, shall be proportionally and equitably adjusted for any increase or decrease in the number of issued Shares resulting from a subdivision or consolidation, share dividend, amalgamation, spin-off, arrangement or consolidation, combination or reclassification of Shares. Additionally, in the event of any other increase or decrease in the number of issued Shares effected without consideration by the Company, then the number of Shares covered by each outstanding Award, the number of Shares which have been authorized for issuance under the Plan but as to which no Awards have yet been granted or which have been returned to the Plan upon cancellation or expiration of an Award and the limitations on the number of Shares subject to grant as Incentive Stock Options, as well as the price per Share covered by each outstanding Award may be adjusted for any increase or decrease in the number of issued Shares resulting therefrom. The conversion of any convertible securities of the Company shall not be deemed to have been “effected without receipt of consideration.” The manner in which such adjustments under this Section 1 4 (a) are to be accomplished shall be determined by the Board, whose determination shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the Company of shares of any class, or securities convertible into shares of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of Shares subject to an Award. For the avoidance of doubt, in the case of any extraordinary cash dividend, the Administrator shall make an equitable or proportionate adjustment to outstanding Awards to reflect the effect of such extraordinary cash dividend.

(b) Dissolution or Liquidation . In the event of the proposed dissolution or liquidation of the Company, the Administrator shall notify each Participant as soon as practicable prior to the effective date of commencement of such proposed dissolution or liquidation. The Administrator in its discretion may provide for a Participant to have the right to exercise the Participant’s Option or Share Appreciation Right until fifteen (15) days prior to the commencement of such dissolution or liquidation as to all of the Shares covered thereby. In addition, the Administrator may provide that any Company repurchase option or any vesting condition applicable to any Restricted Shares shall lapse as to all such Restricted Shares and any Shares issuable under any Restricted Share Units or as Share Payments shall be issued as of such date; provided , that the proposed dissolution or liquidation commences at the time and in the manner contemplated by the proposed dissolution or liquidation. To the extent it has not been previously exercised or paid out, all Awards will terminate immediately prior to the commencement of such proposed dissolution or liquidation.

(c) Change in Control . Except as may otherwise be provided in any Award Agreement or any other written agreement entered into by and between the Company and a Participant, if a Change in Control occurs, the Company, as determined in the sole discretion of the Administrator and without the consent of the Participant, may take any of the following actions:

(i) accelerate the vesting, in whole or in part, of any Award;

(ii) purchase any Award for an amount of cash or shares equal to the value that could have been attained upon the exercise of such Award or realization of the Participant’s rights had such Award been currently exercisable or payable or fully vested (and, for the avoidance of doubt, if as of such date the Administrator determines in good faith that no amount would have been attained upon the exercise of such Award or realization of the Participant’s rights, then such Award may be terminated by the Company without payment); or

(iii) provide for the assumption, conversion or replacement of any Award by the successor or surviving company or a parent or subsidiary of the successor or surviving company with other rights (including cash) or property selected by the Administrator in its sole discretion or the assumption or substitution of such Award by the successor or surviving company, or a parent or subsidiary thereof, with such appropriate adjustments as to the number and kind of shares and prices as the Administrator deems, in its sole discretion, reasonable, equitable and appropriate. In the event the successor or surviving company refuses to assume, convert or replace outstanding Awards, the Awards shall fully vest and the Participant shall have the right to exercise or receive payment as to all of the Shares subject to the Award, including Shares as to which it would not otherwise be vested, exercisable or otherwise issuable (including at the time of the Change in Control).

(d) Prior to any payment or adjustment contemplated under this Section 14 , the Committee may require a Participant to (i) represent and warrant as to the unencumbered title to the Participant’s Awards; (ii) bear such Participant’s pro rata share of any post-closing indemnity obligations, and be subject to the same post-closing purchase price adjustments, escrow terms, offset rights, holdback terms, and similar conditions as the other holders of Shares, subject to any limitations or reductions as may be necessary to comply with Section 409A of the Code; and (iii) deliver customary transfer documentation as reasonably determined by the Committee.

15. Miscellaneous General Rules .

(a) Share Certificates; Book Entry Procedures . Notwithstanding anything herein to the contrary, the Company shall not be required to issue or deliver any certificates evidencing Shares or ADSs (as defined in Section 15(e) ) issued pursuant to the exercise of any Award, unless and until the Board has determined, with advice of counsel, that the issuance and/or delivery of such certificates, as applicable, is in compliance with all Applicable Laws, regulations of governmental authorities and, if applicable, the requirements of any exchange on which the Shares or ADSs are listed or traded. All Share and ADS certificates delivered pursuant to the Plan are subject to any stop-transfer orders and other restrictions as the Administrator deems necessary or advisable to comply with all Applicable Laws, and the rules of any national securities exchange or automated quotation system on which the Shares or ADSs are listed, quoted, or traded. The Administrator may place legends on any Share or ADS certificate to reference restrictions applicable to the Share or ADS. In addition to the terms and conditions provided herein, the Board may require that a Participant make such reasonable covenants, agreements and representations as the Board, in its discretion, deems advisable in order to comply with any such laws, regulations or requirements. The Administrator shall have the right to require any Participant to comply with any timing or other restrictions with respect to the settlement or exercise of any Award, including a window-period limitation, as may be imposed in the discretion of the Administrator. Notwithstanding any other provision of the Plan, unless otherwise determined by the Administrator or required by any Applicable Law, the Company shall not deliver to any Participant certificates evidencing Shares or ADSs issued in connection with any Award and instead such Shares or ADSs shall be recorded in the books of the Company (or, as applicable, its transfer agent or share plan administrator).

(b) Paperless Administration . Subject to Applicable Laws, the Administrator may make Awards, provide applicable disclosure and procedures for exercise of Awards by an internet website, electronic mail or interactive voice response system for the paperless administration of Awards.

(c) Applicable Currency . The Award Agreement shall specify the currency applicable to such Award. The Administrator may determine, in its sole discretion, that an Award denominated in one currency may be paid in any other currency based on the prevailing exchange rate as the Administrator deems appropriate. A Participant may be required to provide evidence that any currency used to pay the exercise price or purchase price of any Award was acquired and taken out of the jurisdiction in which the Participant resides in accordance with Applicable Laws, including foreign exchange control laws and regulations.

(d) Relationship to other Benefits . No payment pursuant to the Plan shall be taken into account in determining any benefits pursuant to any pension, retirement, savings, profit sharing, group insurance, welfare or other benefit plan of the Company or any Subsidiary or Related Entity except to the extent otherwise expressly provided in writing in such other plan or an agreement thereunder.

(e) Government, Other Regulations and Distribution of Shares . The obligation of the Company to make payment of awards in Shares or otherwise shall be subject to all Applicable Laws, rules, and regulations, and to such approvals by government agencies as may be required. The Company shall be under no obligation to register any of the Shares paid pursuant to the Plan under any Applicable Laws. If the Shares paid pursuant to the Plan may in certain circumstances be exempt from registration under Applicable Laws the Company may restrict the transfer of such Shares in such manner as it deems advisable to ensure the availability of any such exemption. Additionally, in the discretion of the Administrator, American depositary shares (“ ADSs ”), may be distributed in lieu of Shares in settlement of any Award; provided , that the ADSs shall be of equal value to the Shares that would have otherwise been distributed; provided , further , that, in lieu of issuing a fractional ADS, the Company shall make a cash payment to the Participant equal to the Fair Market Value of such fractional ADS. If the number of Shares represented by an ADS is other than on a one-to-one basis, the limitations contained in Section 3 shall be adjusted to reflect the distribution of ADSs in lieu of Shares.

(f) Expenses . The expenses of administering the Plan shall be borne by the Company and its Subsidiaries.

(g) Titles and Headings . The titles and headings of the Sections in the Plan are for convenience of reference only and, in the event of any conflict, the text of the Plan, rather than such titles or headings, shall control.

(h) Fractional Shares . No fractional Share shall be issued, and the Administrator shall determine, in its discretion, whether cash shall be given in lieu of fractional shares or whether such fractional shares shall be eliminated by rounding down.

(i) No Rights to Awards . No Participant, Employee or other person shall have any claim to be granted any Award pursuant to the Plan, and neither the Company nor the Administrator is obligated to treat Participants, Employees, Consultants, Directors or any other persons uniformly.

(j) Taxes . No Shares shall be issued, and no payment shall be made under the Plan to any Participant, until such Participant has made arrangements acceptable to the Administrator for the satisfaction of Taxes and any other costs and expenses in connection with the grant, exercise or vesting of Awards and/or the issuance of the Shares. The Company or the relevant Group Member shall have the authority and the right to deduct or withhold from any compensation payable to a Participant, or require a Participant to remit to the Company or the relevant Group Member, an amount sufficient to satisfy all Taxes. The Administrator may, in its discretion and in satisfaction of the foregoing requirement, allow or require a Participant to satisfy Taxes by electing to have the Company withhold Shares otherwise issuable under an Award (or other amounts payable under an Award) having a Fair Market Value equal to the Taxes. Notwithstanding any other provision of the Plan, the number of Shares otherwise issuable under an Award which may be withheld with respect to the grant, issuance, vesting, exercise or payment of any Award (or which may be repurchased from the Participant of such Award (or a portion thereof) after such Shares were acquired by the Participant from the Company) in order to satisfy all Taxes, unless specifically approved by the Administrator, will be limited to the number of Shares otherwise issuable under an Award that have a Fair Market Value on the date of withholding or repurchase equal to the aggregate amount of such Taxes. The Fair Market Value of the Shares otherwise issuable under an Award to be withheld shall be determined on the date that the amount of Taxes to be withheld is to be determined. All elections by the Participants to have Shares otherwise issuable under an Award withheld for this purpose shall be made in such form and under such conditions as the Administrator may deem necessary or advisable.

(k) Buy-Out . In the sole discretion of the Administrator, any Award (in whole or in part) under the Plan may be settled in cash or other property in lieu of Shares; provided , that payment in cash or other property in lieu of Shares shall not be made earlier than the time such Shares are issuable pursuant to the terms of the Award.

(l) Valuation . For purposes of Section 1 4 (c) where an Award is converted into, or any underlying Share is substituted with, cash or other property or securities (a “ Sub s titute Property ”), the valuation of such Award and its Substitute Property, or the exchange ratio between the two, shall be determined in good faith by the Administrator and supported by the valuation achieved in the relevant transaction, or in the absence of any such transaction, by an independent valuation expert selected by the Administrator.

(m) Effect of Plan upon Other Compensation Plans . The adoption of the Plan shall not affect any other compensation or incentive plans in effect for the Company or any Subsidiary or Related Entity. Nothing in the Plan shall be construed to limit the right of the Company, any Subsidiary or any Related Entity (i) to establish any other forms of incentives or compensation for Service Providers, or (ii) to grant or assume options or other rights or awards otherwise than under the Plan in connection with any proper corporate purpose including without limitation, the grant or assumption of options in connection with the acquisition by purchase, lease, merger, consolidation or otherwise, of the business, securities or assets of any corporation, partnership, limited liability company, firm or association.

(n) Section 409A. To the extent that the Administrator determines that any Award granted to a U.S. Person under the Plan is subject to Section 409A of the Code, the Award Agreement evidencing such Award shall incorporate the terms and conditions required by Section 409A of the Code. To the extent applicable, the Plan and Award Agreements shall be interpreted in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder. Notwithstanding any provision of the Plan to the contrary, in the event that the Administrator determines that any Award may be subject to Section 409A of the Code and related Department of Treasury guidance, the Administrator may adopt such amendments to the Plan and the applicable Award Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Administrator determines are necessary or appropriate to (i) exempt the Award from Section 409A of the Code and/or preserve the intended tax treatment of the benefits provided with respect to the Award, or (ii) comply with the requirements of Section 409A of the Code and related Department of Treasury guidance and thereby avoid the application of any penalty taxes under such Section. The Administrator shall use commercially reasonable efforts to implement the provisions of this Section 15(n) in good faith; provided , that none of the Company, the Administrator nor any of the Company’s employees, directors or representatives shall have any liability to any Participant with respect to this Section 15(n) .

(o) Indemnification . To the extent allowable pursuant to Applicable Laws, the Administrator (or any individual member of the Committee or the Board acting as the Administrator) shall be indemnified and held harmless by the Company from any loss, cost, liability or expense that may be imposed upon or reasonably incurred by it or such member in connection with or resulting from any claim, action, suit or proceeding to which it, he or she may be a party or in which it, he or she may be involved by reason of any action or failure to act pursuant to the Plan and against and from any and all amounts paid by it, him or her in satisfaction of judgment in such action, suit or proceeding against it, him or her; provided, that it, he or she gives the Company an opportunity, at its own expense, to handle and defend the same before it, he or she undertakes to handle and defend it on its, his or her own behalf. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled pursuant to the Company’s memorandum and articles of association, as amended from time to time, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless.

(p) Plan Language . The official language of the Plan shall be English. To the extent that the Plan or any Award Agreements are translated from English into another language, the English version of the Plan and Award Agreements will always govern, in the event that there are inconsistencies or ambiguities which may arise due to such translation.

(q) Other Provisions . The Award Agreement shall contain such other terms, provisions and conditions not inconsistent with the Plan as may be determined by the Administrator in its sole discretion.

16. Amendment and Termination of the Plan .

(a) Effective Date; Term of Plan . The Plan became effective on [ ], 2019. This Plan shall continue in effect for a term of ten (10) years unless sooner terminated under this Section 1 6 .

(b) Amendment and Termination . The Board in its sole discretion may terminate this Plan at any time. The Board may amend this Plan at any time in such respects as the Board may deem advisable; provided , that, if required to comply with Applicable Laws or stock exchange rules or the rules of any automated quotation systems (other than any requirement which may be disapplied by the Company following any available home country exemption), the Company shall obtain shareholder approval of any Plan amendment in such a manner and to such a degree as required.

(c) Effect of Termination . Except as otherwise provided in Section 1 4 , any amendment or termination of this Plan shall not affect Awards previously granted or issued, as the case may be, and such Awards shall remain in full force and effect as if this Plan had not been amended or terminated, unless mutually agreed otherwise between the affected Participant and the Company, which agreement must be in writing and signed by the Participant and the Company.

17. Certain Securities Law Matters .

(a) The Company intends that, as long as it is not subject to the reporting requirements of Section 13 or 15(d) of the U.S. Securities Exchange Act, and is not an investment company registered or required to be registered under the Investment Company Act of 1940, as amended, all grants of Awards and Shares issuable upon exercise or vesting of Awards shall be exempt from registration under the provisions of Section 5 of the U.S. Securities Act, and this Plan shall be administered in such a manner so as to preserve such exemption. The Company intends for this Plan to constitute a written compensatory benefit plan within the meaning of Rule 701(b) of Title 17, Code of Federal Regulations, Section 230.701 (“ Rule 701 ”), promulgated by the U.S. Securities Act. Unless otherwise designated by the Administrator at the time an Award is granted, all Awards granted under this Plan by the Company, and the issuance of any Shares pursuant thereto, are intended to be granted to (i) persons who meet the requirements of a “U.S. Person” as such term is defined in Rule 902(k) of Title 17, Code of Federal Regulations, Section 230.901 through 230.905, promulgated under the U.S. Securities Act (“ Regulation S ”) in reliance on Rule 701 or (ii) persons other than persons who meet the requirements of a “U.S. Person” as such term is defined in Regulation S, in compliance with Regulation S or otherwise be exempt from registration.

(b) The obligation of the Company to settle Awards in Shares or other consideration shall be subject to all Applicable Laws, rules and regulations, and to such approvals by governmental agencies as may be required. Notwithstanding any terms or conditions of any Award to the contrary, the Company shall be under no obligation to offer to sell or to sell, and shall be prohibited from offering to sell or selling, any Shares pursuant to an Award unless such Shares have been properly registered for sale pursuant to Applicable Laws or unless the Company has received an opinion of counsel, satisfactory to the Company, that such Shares may be offered or sold without such registration pursuant to an available exemption therefrom, and the terms and conditions of such exemption have been fully complied with. The Company shall be under no obligation to register for sale under any Applicable Laws any of the Shares to be offered or sold under the Plan.

(c) The Administrator may cancel an Award or any portion thereof if it determines, in its sole discretion, that legal or contractual restrictions and/or blockage and/or other market considerations would make the Company’s acquisition of Shares from the public markets, the Company’s issuance of the Shares to the Participant, the Participant’s acquisition of the Shares from the Company and/or the Participant’s sale of Shares to the public markets, illegal, impracticable or inadvisable. If the Administrator determines to cancel all or any portion of an Award in accordance with the foregoing, the Company shall pay to the Participant an amount equal to the excess of (i) the aggregate Fair Market Value of the Shares subject to such Award or portion thereof canceled (determined as of the applicable exercise date or the date that the Shares would have been vested or issued, as applicable), over (ii) the aggregate exercise price or base amount or any amount payable as a condition of issuance of Shares (in the case of any other Award). Such amount shall be delivered to the Participant as soon as practicable following the cancellation of such Award or portion thereof.

(d) Notwithstanding any provision of the Plan to the contrary, in no event shall a Participant be permitted to exercise an Option in a manner that the Administrator determines would violate the United States Sarbanes-Oxley Act of 2002, or any other Applicable Law or the applicable rules and regulations of the U.S. Securities Exchange Commission or the applicable rules and regulations of any securities exchange or inter-dealer quotation system on which the securities of the Company are listed or traded.

18. Joining a Competitor; Termination for Cause . If a Participant is terminated for Cause or if (i) within 12 months after termination as a Service Provider, or such longer period determined by the Administrator and as set forth in the applicable Award Agreement, the Participant (A) directly or indirectly, establishes, incorporates, forms, enters into, or participates in the Business as an owner, partner, principal or shareholder or other proprietor (other than through a purchase on the open market, solely as a passive investment, of not more than five percent (5%) of the interest) of any Competitor, or (B) has become, is or becomes an officer, director, employee, consultant, adviser of, or otherwise, directly or indirectly, enters the employ of, continues any employment with or renders any services to or for, any Competitor, or (C) knowingly performs or has performed any act that may confer a competitive benefit or advantage upon any Competitor (in each case as determined by the Administrator), then:

(a) All Awards (whether vested or unvested) shall be cancelled as of the date of termination of the Participant as a Service Provider;

(b) All Shares issued pursuant to any Award (or a portion thereof) shall be subject to repurchase by the Company at (i) the lesser of the (A) original purchase price of such Shares (or in the event no payment was made or the price was paid in services, then the Shares will be forfeited and surrendered to the Company without payment), or (B) Fair Market Value or such other value of Shares as determined by the Administrator or as set forth in the applicable Award Agreement, or (ii) the par value of such Shares, if such Shares have been issued in exchange for services which shall be considered the original purchase price, or (iii) the par value of such Shares, if such Shares have been issued under Restricted Share Units or as Share Payments; and

(c) All proceeds, gains or other economic benefit actually or constructively received by the Participant upon any receipt or exercise of any Awards (or a portion thereof) or upon the receipt or resale of any Shares underlying any Award (or a portion thereof), must be paid to the Company.

19. Certain Transfer Restrictions, Repurchase Rights and Similar Matters .

(a) Any Shares issued upon the exercise of or in settlement of an Award shall be subject to such special forfeiture conditions, rights of repurchase or redemption, rights of first refusal and other transfer restrictions as set forth in the shareholders agreement of the Company or, if there is no shareholders agreement or such provisions do not exist in the shareholders agreement of the Company, as the Administrator may determine as set forth in an Award Agreement (which restrictions shall apply in addition to any restrictions that may apply to holders of Shares generally).

(b) The Administrator has the authority to take any action required to ensure that each Participant holding Shares acquired pursuant to Awards granted under the Plan receives shares (or other equity securities) and other rights in connection with an Initial Public Offering substantially equivalent to such Participant’s economic interest, governance, priority, vesting and other rights and privileges as such Participant has with respect to such Participant’s Shares immediately prior to such Initial Public Offering (determined without regard to any tax consequences to such Participant of the receipt and ownership of such shares, equity securities or other rights).

20. Governing Law .

This Plan shall be governed by the laws of the Cayman Islands.

Exhibit 10.10

Share Purchase Agreement

AGREEMENT (this “ Agreement ”) dated as of March 5, 2019 between Ruhnn Holding Limited, a Cayman Islands exempted company with limited liability (the “ Company ”), and China Himalaya Investment Limited, a company incorporated under the laws of British Virgin Islands (the “ Investor ”).

W I T N E S S E T H :

WHEREAS, the Company is proposing to issue and sell to the Investor (the “ Offering ”) 44,165,899 ordinary shares of the Company, US$0.000000001 par value per share (which will be re-designated to Class A ordinary shares upon the completion of the IPO (as defined in Section 2.1)) (the “ Ordinary Shares ”) upon the terms and subject to the conditions hereinafter set forth; and

WHEREAS, the Shares are being offered to the Investor pursuant to a private placement exemption from registration under the Securities Act of 1933, as amended (the “ Securities Act ”);

NOW, THEREFORE, the parties hereto agree as follows:

1. Agreement to Sell and Purchase the Shares .

1.1 Upon the terms and subject to the conditions hereinafter set forth, at the Closing (as defined in Section 2.1), the Company will sell to the Investor, and the Investor will purchase from the Company 44,165,899 Ordinary Shares (the “ Shares ”). In the event of a stock split, recapitalization, combination, reclassification, or similar change in the capital structure of the Company, the number of Shares shall be adjusted accordingly to reflect such change. The aggregate cash purchase price for the Shares is the U.S. dollar equivalent (calculated at the exchange rate effective on the date of payment) of RMB490,000 (the “ Cash Purchase Price ”).

2. Closings and Delivery of Shares and Funds .

2.1 The completion of the purchase and sale of the Shares (the “ Closing ”) shall occur on a date to be mutually agreed by the Investor and the Company, but, subject to the satisfaction or waiver of the conditions set forth in Section 2.2 and Section 2.3, in any event no later than the closing date of the Company’s initial public offering of the Ordinary Shares or securities representing the Ordinary Shares in a jurisdiction outside China (the “ IPO ”) (the date on which the Closing occurs, the “ Closing Date ”), at the Company’s offices.

At the Closing, the Company shall deliver, or cause the transfer agent of the Company, being Ogier Global (Cayman) Limited (“ Ogier ” or the “ Transfer Agent ”) to deliver, the Shares in uncertificated, book-entry form to the Investor registered in the name of the Investor together with an email confirmation from the Transfer Agent of such registration on the Closing Date (with written evidence of such registration to follow promptly after Closing to be dated as of the Closing Date), evidencing that the Shares have been issued and registered in the name of the Investor.

2.2 The Company’s obligation to issue and sell the Shares to the Investor shall be subject to the following conditions, each of which may be waived by the Company: (a) the approvals of this Agreement and the transactions contemplated herein by the Company’s board of directors and shareholders, (b) the Investor’s agreement to a customary lock-up of 180 days after the IPO, (c) the accuracy of the representations and warranties made by the Investor and the fulfillment in all material respects of those undertakings of the Investor to be fulfilled prior to the Closing, and (d) the due execution and continued effectiveness of an equity interest transfer agreement (the “ Transfer Agreement ”) in relation to the transfer of 49% equity interests in Hangzhou Dayi E-Commerce Co., Ltd. (“ Hangzhou Dayi ”) by Hangzhou Wunai Yidui Trade Co., Ltd. (“ Wunai Yidui ”) to Hangzhou Hanyi E-Commerce Co., Ltd. (“ Hanyi E-Commerce ”), the form of which is attached here as Exhibit A.

2.3 The Investor’s obligation to purchase the Shares shall be subject to the following condition, which may be waived by the Investor: the accuracy of the representations and warranties made by the Company and the fulfillment in all material respects of those undertakings of the Company to be fulfilled prior to the Closing.

2.4 The Cash Purchase Price for the Shares shall be delivered by or on behalf of the Investor to the Company concurrently with payment of the transfer price for the 49% equity interests in Hangzhou Dayi by or on behalf of Hanyi E-Commerce to Wunai Yidui under the Transfer Agreement or otherwise agreed by the parties.

3. Representations, Warranties and Covenants of the Company .

The Company hereby represents and warrants to, and covenants with, the Investor, that:

3.1 The Company is a company duly incorporated as an exempted company with limited liability, validly existing and in good standing under the laws of the Cayman Islands. The Company has all requisite power and authority to carry on its business as presently conducted by it.

3.2 The Company has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement. All corporate action required to be taken by the Company’s Board of Directors and shareholders in order to authorize the Company to enter into the Agreement, and to issue the Shares at the Closing, has been taken or will be taken prior to the Closing. This Agreement constitutes a valid, binding, and enforceable obligation of the Company, except as the enforceability of the Agreement may be subject to or limited by bankruptcy, insolvency, reorganization, arrangement, moratorium, other similar laws relating to or affecting the rights of creditors generally.

3.3 The Company has the requisite corporate power and authority to issue and sell the Shares. Notwithstanding the form of payment of the Cash Purchase Price as set forth in Section 2.4, the Shares being purchased by the Investor hereunder will, upon issuance and delivery to the Investors, be duly authorized, validly issued and fully-paid and non-assessable, and will be owned by the Investor free of liens, encumbrances and restrictions on transfer other than (a) restrictions on transfer under this Agreement and under applicable state and federal securities laws, (b) restrictions on transfer under the lockup agreement entered into by the Investor and (c) any liens, encumbrances or restrictions on transfer that are created or imposed by the Investor. The number of Shares together with the number of Ordinary Shares held by the Investor prior to the Offering, will constitute 15.0% of the number of the issued and outstanding Ordinary Shares of the Company immediately prior to the IPO (including the Shares issued in the Offering).

3.4 In connection with any sale of Ordinary Shares that will result in such Shares no longer being subject to the resale restrictions referred to in Section 4.1(2)(a) below, the Company will cooperate with the Investor and any underwriter(s) to facilitate the timely preparation and delivery of Ordinary Shares to be sold and not bearing any restrictive Securities Act legends; and to register on Ogier’s books and records such Ordinary Shares in such denominations and such names as the Investor or the underwriter(s), if any, may request at least two business days prior to such sale of Ordinary Shares; provided that the Company may satisfy its obligations hereunder without issuing physical stock certificates through the use of The Depository Trust Company’s Direct Registration System. For purposes of this Agreement, “ business day ” means any day other than a Saturday, Sunday or a day on which banking institutions are generally authorized or required by law to close in the Cayman Islands, New York, Hong Kong or mainland China.

3.5 The entry into and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby will not (i) result in a violation of the organizational documents of the Company, (ii) conflict with, or constitute a default under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company is a party, or (iii) result in the violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws) applicable to the Company, except in the case of clauses (ii) and (iii) above, for such conflicts, defaults, rights or violations which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Company to perform its obligations hereunder.

3.6 Assuming the accuracy of the Investors representations and warranties set forth herein, the issuance and sale of the Shares by the Company to the Investor contemplated herein comply with the requirements of Regulation S and are exempted from the registration requirements of the Securities Act, and will not be integrated with the IPO pursuant to applicable rules and regulations issued under the Securities Act. No directed selling efforts (as defined in Rule 902 of Regulation S) have been made by the Company, any of its affiliates or any person acting on its behalf with respect to any Shares.

3.7 The Company shall use its best efforts to cause the Closing to occur as soon as possible after the execution of this Agreement. The Company agrees and undertakes to the Investor that in no event shall the Company consummate the IPO prior to the Closing Date.

4. Representations, Warranties and Covenants of the Investor .

The Investor hereby represents and warrants to, and covenants with the Company that:

4.1 (1) It is not a U.S. person (as defined in Regulation S under the Securities Act) or purchasing for the account or benefit of a U.S. person.

(2) The Investor understands and agrees on behalf of itself and on behalf of any investor account for which it is purchasing Shares, and each subsequent holder of Shares by its acceptance thereof will be deemed to agree, that the Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act, that the Shares have not been and will not be registered under the Securities Act or any other applicable securities laws and that (a) if it decides to offer, resell, pledge or otherwise transfer any of the Shares, such Shares may be offered, resold, pledged or otherwise transferred only (i) to a person whom the seller reasonably believes is a QIB in a transaction meeting the requirements of Rule 144A, (ii) pursuant to an exemption from the registration requirements of the Securities Act, including but not limited to the exemption provided by Rule 144 under the Securities Act (if available), (iii) pursuant to an effective registration statement under the Securities Act, or (iv) to the Company, or one of its subsidiaries, in each of cases (i) through (iv) in accordance with any applicable securities laws of any state of the United States, and that (b) the Investor will, and each subsequent holder is required to, notify any subsequent purchaser of the Shares from it of the resale restrictions referred to in (a) above and will provide the Company and the Transfer Agent such certificates and other information as they may reasonably require to confirm that any transfer by such Investor of any Shares complies with the foregoing restrictions, if applicable.

(3) The Investor understands that the Shares, unless sold in compliance with Rule 144 under the Securities Act, will bear a legend substantially to the following effect:

THIS SECURITY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM.

THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II) PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, INCLUDING BUT NOT LIMITED TO THE EXEMPTION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), SUBJECT TO THE ISSUER’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO THIS CLAUSE (II) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO IT AND/OR ITS TRANSFER AGENT THAT ANY SUCH EXEMPTION IS AVAILABLE TO THE HOLDER, (III) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (IV) TO THE ISSUER OR ANY OF ITS SUBSIDIARIES, IN EACH OF CASES (I) THROUGH (IV) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY SUBSEQUENT PURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.

(4) The Investor represents that by reason of its, or of its management’s, business or financial experience, the Investor has the capacity to protect its own interests in connection with the transactions contemplated in this Agreement.

(5) The Investor understands that the Company and others will rely upon the truth and accuracy of the representations, acknowledgements and agreements contained herein and agrees that if any of the representations and acknowledgements deemed to have been made by it by its purchase of the Shares is no longer accurate, the Investor shall promptly notify the Company.

(6) The Investor shall use its best efforts to cause Wunai Yidui to complete the transactions contemplated by the Transfer Agreement as soon as possible on or after the Closing Date.

(7) The Investor is not a member of the Financial Industry Regulatory Authority (“ FINRA ”), an associated person or affiliate of a member of FINRA, or an underwriter of the IPO or a related person of any such underwriter (as those terms are defined for purposes of FINRA Rule 5110).

4.2 The Investor acknowledges that it has had an opportunity to discuss the Company’s business, management and financial affairs with directors, officers and management of the Company and has had the opportunity to review the Company’s operations and facilities. The Investor has also had the opportunity to ask questions of and receive answers from, the Company and its management regarding the terms and conditions of this investment.

4.3 The Investor acknowledges that no action has been or will be taken in any jurisdiction by the Company that would permit an offering of the Shares, or possession or distribution of offering materials in connection with the issue of the Shares (including any filing of a registration statement), in any jurisdiction where action for that purpose is required. The Investor will comply with all applicable laws and regulations in each jurisdiction in which it purchases, offers, sells or delivers Shares or has in its possession or distributes any offering material, in all cases at its own expense.

4.4 The Investor has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and this Agreement constitutes a valid, binding, and enforceable obligation of the Investor, except as the enforceability of the Agreement may be subject to or limited by bankruptcy, insolvency, reorganization, arrangement, moratorium, other similar laws relating to or affecting the rights of creditors generally.

4.5 The entry into and performance of this Agreement by the Investor and the consummation by the Investor of the transactions contemplated hereby and thereby will not (i) result in a violation of the organizational documents of the Investor, (ii) conflict with, or constitute a default under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Investor is a party, or (iii) result in the violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws) applicable to the Investor, except in the case of clauses (ii) and (iii) above, for such conflicts, defaults, rights or violations which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Investor to perform its obligations hereunder.

4.6 The Investor understands that nothing in this Agreement or any other materials presented to the Investor in connection with the purchase and sale of the Shares constitutes legal, tax or investment advice. The Investor has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the Shares and has made its own assessment and has satisfied itself concerning the relevant tax and other economic considerations relevant to its investment in the Shares.

5. Survival of Representations, Warranties and Agreements . Notwithstanding any investigation made by any party to this Agreement, all covenants, agreements, representations and warranties made by the Company and the Investor herein shall survive the execution of this Agreement, the delivery to the Investor of the Shares being purchased and the payment therefor.

6. Repurchase Rights . After the Closing Date, the Company shall have the right to repurchase all of the Shares at the Cash Purchase Price from the Investor if the transfer of 49% equity interests in Hangzhou Dayi by Wunai Yidui to Hanyi E-Commerce as contemplated by the Transfer Agreement has not been completed on or before June 30, 2019 due to transferor’s failure to provide the necessary cooperation as required by the Transfer Agreement.

7. Piggyback Registration . If the Company proposes to register (including, for this purpose, a registration effected by the Company for shareholders other than the Investor) any of its Ordinary Shares under the Securities Act in connection with the public offering of such Ordinary Share by any other shareholder of the Company solely for cash (the “ Registration ”), the Company shall, at such time, promptly give the Investor notice of such Registration. Upon the request of the Investor given within twenty (20) days after such notice is given by the Company, the Company shall include in such Registration all of the Shares that the Investor has requested to be included in such registration. In connection with any offering involving an underwriting of the Ordinary Shares, the Company shall not be required to register the Shares of the Investor under this Section 7 unless such Shares are included in the underwritten offering and the Investor enters into an underwriting agreement in customary form with the underwriter or underwriters of internationally recognized standing selected by the Company and setting forth such terms for the underwritten offering as have been agreed upon between the Company and the underwriters.

8. Indemnification . Each of the Company and the Investor (an “ Indemnifying Party ”) shall indemnify and hold each other and their directors, officers, employees, advisors and agents (collectively, the “ Indemnified Party ”) harmless from and against any losses, claims, damages, fines, expenses and liabilities of any kind or nature whatsoever, including but not limited to any investigative, legal and other expenses incurred in connection with, and any amounts paid in settlement of, any pending or threatened legal action or proceeding, and any taxes or levies that may be payable by such person by reason of the indemnification of any indemnifiable loss hereunder (collectively, “ Losses ”) resulting from or arising out of: (i) the breach of any representation or warranty of such Indemnifying Party contained in this Agreement or in any schedule or exhibit hereto; or (ii) the violation or nonperformance, partial or total, of any covenant or agreement of such Indemnifying Party contained in this Agreement.

9. Notices . All notices, requests, consents and other communications hereunder shall be in writing, shall be delivered (A) if within the domestic United States, by first-class registered or certified mail, or nationally recognized overnight express courier, postage prepaid, or by facsimile, or (B) otherwise by International Federal Express or facsimile, and shall be deemed given (i) if delivered by first-class registered or certified mail, three business days after so mailed, (ii) if delivered by a nationally recognized overnight carrier, one business day after so mailed, (iii) if delivered by International Federal Express, two business days after so mailed and (iv) if delivered by facsimile, upon electronic confirmation of receipt and shall be delivered as addressed as follows:

(a) if to the Company, to:

Ruhnn Holding Limited

4F, Building 1, Blue Collar Garment Industrial Park

Yu Hang District, Hangzhou 311100

People’s Republic of China

Attention: SUN Lei ( 孫雷 )

(b) if to the Investor, to:

China Himalaya Investment Limited

5-2-1401 Qianshuiwan City Garden

Gongshu District, Hangzhou

People’s Republic of China

( 浙江省杭州市拱墅区浅水湾城市花园 5-2-1401)

Attention: SHEN Jing ( 沈靜 )

10. Changes . Except as contemplated herein, this Agreement may not be modified or amended except pursuant to an instrument in writing signed by the Company and the Investor.

11. Headings . The headings of the various sections of this Agreement have been inserted for convenience or reference only and shall not be deemed to be part of this Agreement.

12. Severability . In case any provision contained in this Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.

13. Assignment . Neither this Agreement nor any of the rights, duties or obligations hereunder may be assigned by the Company or the Investor without the express written consent of the other party, except that the Investor may assign all or any part of its rights and obligations hereunder to any affiliate of the Investor without the consent of the Company or any other person, provided that no such assignment shall relieve the Investor of its obligations hereunder if such assignee does not perform such obligations. Any purported assignment in violation of the foregoing sentence shall be null and void.

14. Applicable Law; Jurisdiction . This Agreement will be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York. Each party hereby irrevocably submits to the non-exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

15. Specific Performance . The parties agree that irreparable damage would occur in the event any provision of this Agreement were not performed in accordance with the terms hereof and that the parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy at law or equity.

16. Counterparts . This Agreement may be signed in one or more counterparts, each of which shall constitute an original and all of which together shall constitute one and the same agreement.

[ Signature Page Follows ]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

	Ruhnn Holding Limited

	By:	/s/ FENG Min
		Name: FENG Min
		Title: Director

	China Himalaya Investment Limited

	By:	/s/ ZHANG Yi
		Name: ZHANG Yi
		Title: Director

[ Signature Page to Share Purchase Agreement ]

Exhibit A

Form of Equity Interest Transfer Agreement

Exhibit 10.11

Hangzhou Dayi E-commerce Co., Ltd.

Equity Interest Transfer Agreement

Signed on: March 5, 2019

Table of Content

Article 1	Interpretation	4

Article 2	Current Status of the Target Company	5

Article 3	Equity Transfer	5

Article 4	Registration of Change	6

Article 5	Obligations of both Parties	6

Article 6	Representation and Warranty	7

Article 7	Costs	10

Article 8	Liability for Breach	10

Article 9	Transfer	11

Article 10	Exclusivity	11

Article 11	Confidentiality	12

Article 12	Force Majeure	13

Article 13	Notification	14

Article 14	Governing Law	15

Article 15	Dispute Settlement	15

Article 16	Miscellaneous	16

This equity interest transfer agreement (the “ Agreement ”) is signed by and between the following three Parties (“ Parties ” or “ Party ”) in Shanghai, the People’s Republic of China (“ China” ) on March 5, 2019.

Party A: Hangzhou Wunai Yidui Trade Co., Ltd.

Party B: Hangzhou Hanyi E-commerce Co., Ltd.

Party C: Zhang Yi, a natural person with Chinese citizenship and an ID card number of ######; address: ######

WHEREAS:

(A) The Target Company (as defined below) is a company established under the laws of China with registered address at Room 416, Building A13, Jiusheng Road No. 9, Jianggan District, Hangzhou City, Zhejiang Province, and unified social credit code of 91330104MA27XG4730.

(B) As of the date hereof, the registered capital of the Target Company is RMB 1 million, and Party A and Party B hold 49% and 51% of the equity of the Target Company respectively.

(C) Party A intends to transfer, and Party B agrees to accept, the 49% of the equity of the Target Company in accordance with the agreement.

THEREFORE, through friendly consultation and based on the principles of valuable consideration and good faith, Party A and Party B have reached the following agreements on the equity transfer of the Target Company on the date hereof in accordance with the Company Law of the People’s Republic of China , the Contract Law of the People’s Republic of China as well as other relevant laws and regulations,.

Article 1 Interpretation

1.1 Unless otherwise agreed herein, the following nouns or terms shall have the meaning specified in this article when used herein.

1.2 In this Agreement:

“Registration Authority” refers to the Market Supervision and Administration Bureau of Jianggan District of Hangzhou City, or other competent authorities with the jurisdiction over the industrial and commercial registration of changes in the equity transfer matters hereunder.

“Articles of Association” refer to the current and effective articles of association of the Target Company registered and filed with the Registration Authority prior to the date hereof.

“Business Day” refers to any day other than Saturday, Sunday and statutory public holidays in China.

“Target Company” refers to Hangzhou Dayi E-commerce Co., Ltd.

“Ruhnn Cayman ” refers to Ruhnn Holding Limited, a company incorporated under the laws of Cayman Islands with registered address at Osiris International Cayman Limited, Suite 4-210, Governors Square, 23 Lime Tree Bay Avenue, PO Box 32311, Grand Cayman KY1-1209, Cayman Islands;

“Zhang Yi” is a natural person of Chinese nationality, with ID card number of ###### and address at ######.

1.3 The titles of the clauses and articles hereof are for convenience only without any substantive meaning, shall not be legally binding on the Parties hereto.

Article 2 Current Status of the Target Company

2.1 Registered shareholders of the Target Company: Up to the date hereof, Party A and Party B are the shareholders of the Target Company registered with the Registration Authority, holding 49% and 51% of the equity of the Target Company respectively.

2.2 Registered capital of the Target Company: Up to the date hereof, the registered capital of the Target Company is RMB 1 million.

Article 3 Equity Transfer

3.1 Party A hereby transfers the 49% of the equity of the Target Company to Party B at a price of RMB490,000. After the date hereof, Party B shall, as soon as possible, pay the said price to the bank account noticed by Party A five (5) Business Days in advance.

3.2 The equity transfer shall be closed after the completion of the industrial and commercial registration of changes as followings. After the close of the equity transfer, the shareholder and equity ratio of the Target Company is as follows:

Shareholder		Equity Ratio		Registered Capital (RMB)
Party B		100	%	1 million

Article 4 Registration of Change

Party A shall actively cooperate with Party B for completing all the procedures required for the industrial and commercial registration of changes related to the equity transfer hereunder (including but not limited to signing all the documents required for the registration of changes), to ensure Party B’s completion of the registration of changes within 30 Business Days after the payment of the equity transfer price.

Article 5 Obligations of both Parties

5.1 Obligations of Party A

5.1.1 Party A shall ensure that all representation and warranty made by it hereunder are true, complete and accurate.

5.1.2 Party A shall assist Party B in completing all the procedures related to the equity transfer hereunder, including but not limited the handling of the industrial and commercial registration of changes and the signing of the documents necessary for the equity transfer, both as required by laws and regulations of China.

5.2 Obligations of Party B

5.2.1 Party B shall ensure that all representation and warranty made by it hereunder are true, complete and accurate.

5.2.2 Party B shall prepare and produce the documents necessary for the equity transfer as required by laws and regulations of China.

5.2.3 Party B shall assist the Target Company to complete the registration and filing procedures as required by laws and regulations of China with relevant government departments, urge the Target Company to complete and/or assist in completing all the procedures related to the equity transfer, including but not limited to the procedures for industrial and commercial registration of changes as required by laws and regulations of China.

Article 6 Representation and Warranty

6.1 Party A hereby represents and warrants that:

6.1.1 It has full capacity for civil rights and conduct, which is sufficient for it to assume full liability for all its obligations hereunder.

6.1.2 The equity of the Target Company transferred to Party B hereunder is legally owned, and fully and effectively subject to free disposal, by it.

6.1.3 It owns full and legitimate rights, powers and authorizations necessary for its signing hereof and its fulfilling of its obligations hereunder.

6.1.4 Its signing and deliver of this Agreement, completion of the equity transfer hereunder, as well as the performance of and compliance with the provisions hereof: (i) do not violate any laws or regulations, or any judicial or administrative orders, rulings, judgments or rulings that it is subject to; (ii) do not result in the violation or constitute the non-performance of any provisions of any agreements, contracts, documents or covenants to which it is a party or which it is bound by.

6.1.5 All terms and conditions hereof express its true intention and are legally binding on it.

6.2 Party B hereby represents and warrants that:

6.2.1 It owns full and legitimate rights, powers and authorizations necessary for its signing hereof and its fulfilling of its obligations hereunder.

6.2.2 All terms and conditions hereof express its true intention and are legally binding on it.

6.3 Party B further acknowledges and undertakes on the matters concerning the Target Company that:

6.3.1 It has full knowledge and understanding of the current primary businesses of the Target Company, and accepts the equity of the Target Company based on such primary businesses.

6.3.2 It has full knowledge of all the information concerning the equity transfer and the business of the Target Company that may be significant and need to be disclosed to it.

6.3.3 After accepting all the equity of the Target Company, it will exercise the rights of shareholders so as to urge the Target Company to continue fully performing all the agreements related to the equity transfer, and cooperate with the procedures for the registration of changes in order to achieve the final closing of the equity transfer.

6.4 From the date hereof, Party A shall no longer assume any liability or obligation as a shareholder of the Target Company, and Party B shall indemnify Party A against any claim arising from such liability or obligation.

Article 7 Costs

7.1 Unless otherwise agreed herein, Party A and Party B shall bear their own costs related to the negotiation, drafting, signing and execution of this Agreement and each document contemplated herein respectively.

7.2 The costs with respect to the registration of the change shall be borne by the Target Company.

7.3 The respective taxes legally payable arising from the collection or payment of equity transfer price hereunder shall be borne by Party A and Party B respectively according to law.

Article 8 Liability for Breach

T his Agreement shall be binding on all Parties once it enters into force, and both Parties shall strictly abide by the provisions hereof. Either Party shall be deemed as committing a breach of contract if it fails to perform its obligations hereunder or under any schedules or supplementary agreements, or fails to fully perform its obligations hereunder or thereunder, or violate any of its representations and warranties herein, or any of those representations and warranties is proved to be false, misleading or inaccurate. In such case, the breaching Party shall immediately cease its breach, continue to fully perform its obligations hereunder, ensure the trueness, completeness, accurateness and effectiveness of its representations and warranties, bear the liability for breach and any other legal and economic liabilities arising therefrom, and compensate the breaching Party for any economic losses it has suffered.

Article 9 Transfer

No Party may transfer, or attempt to transfer, any of its rights or obligations hereunder without prior written consent of the other Party.

Article 10 Exclusivity

10.1 Zhang Yi agrees to, in the Exclusive Period (see Article 10.2 below), cooperate exclusively with Ruhnn Cayman or the subsidiaries or affiliates directly or indirectly controlled by it (collectively, “ Group Company ”) within the business scope of sales of women’s apparel on e-commerce platforms (“ Exclusive Cooperation Scope ”). Specifically, within Exclusive Cooperation Scope, Zhang Yi shall only provide publicity and endorsement services for online stores engaged in the sales of women’s apparel on the business platforms controlled by the Group Company. For the avoidance of doubt, the Exclusive Cooperation Scope should be limited to the sales of women’s apparel on e-commerce platform, excluding the sales of cosmetics and others.

10.2 The term “Exclusive Period” mentioned in Article 10.1 refers to the following period (whichever is later): (i) the period of five (5) years commencing from the date of the completion of the IPO of Ruhnn Cayman; or (ii) the period from the date of the completion of the IPO of Ruhnn Cayman to the date when the shares of Ruhnn Cayman Zhang Yi beneficially owns, directly or indirectly, accounts for less than five percent (5%) of the total number of shares issued by Ruhnn Cayman.

10.3 All Parties acknowledge that any other exclusive agreements or arrangements between Zhang Yi or Party A, Party B, Ruhnn Cayman or any other Group Company relating to exclusive cooperation prior to the date hereof shall be terminated and become invalid from the effective date of the said Exclusive Period.

10.4 For the avoidance of doubt, the effectiveness or termination of the obligations set out in this Article 10 shall not subject to whether the transfer of equity of the Target Company specified herein has been completed.

Article 11 Confidentiality

Unless expressly stipulated by relevant laws and regulations (including but not limited to the laws and regulations of the place where Party B or any of its affiliates it listed or the disclosure requirements of the exchange), no Party shall, without prior written consent of the other Party, disclose to any third party any non-public information contained in the information and materials provided by the other Party for the purpose of signing and performance of this Agreement, whether before or after the closing of the equity transfer. Each Party agrees that it shall only permit the access of its employees, agents, legal and financial advisers to such information to the extent necessary for the duly performance of its obligations hereunder.

Article 12 Force Majeure

12.1 If any Party fails to perform or delays in performing its obligations hereunder due to earthquakes, typhoons, fires, wars or other unforeseen and uncontrollable events of force majeure whose consequences cannot be prevented or avoided, such obligations shall be suspended during the duration of force majeure and the period of performance shall be automatically extended based on the said suspension time. The Party suspending performance shall not be liable for breach of contract.

12.2 The Party affected by force majeure shall notify the other Party in writing of the occurrence of force majeure within 5 days after its occurrence, and shall make every effort to take all reasonable and necessary measures to reduce the adverse effects caused by the event. Any loss caused to the other Party by breach of such obligation shall be borne by the breaching Party.

12.3 After the elimination of force majeure, the Party suspending performance due to force majeure shall continue to fulfil its obligations hereunder.

Article 13 Notification

13.1 All notices or communications hereunder shall be sent by the Parties in writing and by fax, express or registered mail (receipt required) to the following addresses:

Party A’s addressee: Sheng Jing

Fax number: None

Email: ######

Mailing address: Qianshuiwan City Garden 5-2-1401, Gongshu District, Hangzhou City, Zhejiang Province

Party B’s addressee: Sun Lei

Fax number: None

Email: ######

Mailing address: 7-1 Hongpu North Road, Hangzhou City, Zhejiang Province

13.2 The said notices shall be deemed to have been served at the following time:

In case of a notice sent by fax, telex or email, the moment when it is so sent; in case of a notice sent by personal delivery, the moment when it is so delivered; in case of a notice sent by mail, the day after the seven Business Days after the date of delivery.

13.3 Either Party may change the above-mentioned addressee, mailing address and fax number after notifying the other Party in writing.

Article 14 Governing Law

The performance and interpretation hereof shall be governed by and construed in accordance with the laws of China (for the purposes hereof, it does not include Hong Kong, Macao and Taiwan).

Article 15 Dispute Settlement

15.1 Any dispute, controversy or claim arising from or relating to the Agreement, or the performance, interpretation, breach, termination or validity of this Agreement shall be settled through friendly negotiation. Such negotiation shall commence immediately after either Party serves a written request for negotiation specifying the dispute, controversy or claim to the other. If the dispute cannot be settled within 30 Business Days after the aforesaid notice is served, the dispute shall be submitted to arbitration after either Party sends a notice to the other Party requesting so.

15.2 Any dispute relating to this Agreement that has not been settled through consultation shall be submitted by the Parties to the Shanghai International Arbitration Center for a binding arbitration award in accordance with the rules in force from time to time. The arbitration shall be conducted in Shanghai, and the arbitral award shall be final and binding on all Parties. Neither Party shall resort to legal proceedings or other institutions to change its award. The arbitration fee shall be borne by the losing Party.

15.3 During the period when the dispute is being settled, the Parties shall continue the performance this Agreement in all other respects except for the matters in dispute.

Article 16 Miscellaneous

16.1 Any unspecified matter herein shall be settled by both Parties through friendly consultation with a written supplementary agreement signed after consensus. Such supplementary agreement shall have the same legal effect as this Agreement.

16.2 Any amendment hereto shall only take effect after it is made in writing and signed by both Parties.

16.3 The invalidity of any clauses hereof shall not affect the validity of other clauses.

16.4 This Agreement shall enter into force upon signature by the Parties or their representatives.

16.5 This Agreement is in quadruplicate, with the Target Company holding one, each of Party A and Party B holding one, and the fourth used for registration with the Registration Authority. Each copy shall have the same legal effect.

(The reminder of this page is intentionally left blank)

(It is the signing page of the Equity Interest Transfer Agreement of Hangzhou Dayi E-commerce Co., Ltd.)

In Witness Whereof, this Agreement has been signed by Party A, Party B and Party C on the date first written above.

Party A: Hangzhou Wunai Yidui Trade Co., Ltd. (Seal)

[Company seal is affixed]

Signature of Legal Representative:		/s/ Zhang Yi


Party B: Hangzhou Hanyi E-commerce Co., Ltd. (Seal)

[Company seal is affixed]

Signature of Legal Representative:		/s/ Sun Lei


Party C: Zhang Yi

Signature:	/s/ Zhang Yi

Exhibit 21.1

Ruhnn Holding Limited

List of Significant Subsidiaries

1.	Wuhan Investment Limited	BVI

2.	YiHan (Hong Kong) Limited	Hong Kong

3.	Ruhnn (HonKong) Ltd. (如涵香港有限公司)	Hong Kong
4.	Hangzhou Yihan Technology Co., Ltd. (杭州一涵科技有限公司)	PRC
5.	Hangzhou Hanyi E-commerce Co. Ltd. (杭州涵意电子商务有限公司)	PRC
6.	Ruhnn Supply Chain Management Co. Ltd. (杭州如涵供应链管理有限公司)	PRC
7.	Ruhnn Cultural Communication Co. Ltd. (杭州如涵文化传播有限公司)	PRC
8.	Hangzhou Da Yi E-commerce Co. Ltd. (杭州大奕电子商务有限公司)	PRC
9.	Hangzhou Wuhan E-commerce Co. Ltd. (杭州吾韩电子商务有限公司)	PRC
10.	Hangzhou Sijiu E-commerce Co. Ltd. (杭州私久电子商务有限公司)	PRC
11.	Hangzhou Dayi E-commerce Co. Ltd. (杭州大亿电子商务有限公司)	PRC
12.	Hangzhou Hanli E-commerce Co. Ltd. (杭州晗礼电子商务有限公司)	PRC
13.	Hangzhou Weimai Cultural Creative Co. Ltd. (杭州唯麦文化创意有限公司)	PRC
14.	Shanghai Yitong E-commerce Co. Ltd. (上海翼瞳电子商务有限公司)	PRC

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the use in this Registration Statement on Form F-1 of our report dated October 19, 2018 ( March 6, 2019 as to the retrospective presentation of the Equity Restructuring described in Note 1, 2, 12 and the convenience translation described in Note 2(f)), relating to the combined and consolidated financial statements of Ruhnn Holding Limited, its subsidiaries, its consolidated variable interest entity (“VIE”) and VIE’s subsidiaries (which report expresses an unqualified opinion and includes an explanatory paragraph referring to the translation of Renminbi amounts to United States dollar amounts), appearing in the Prospectus, which is part of this Registration Statement.

We also consent to the reference to us under the heading “Experts” in such Prospectus.

/s/ Deloitte Touche Tohmatsu Certified Public Accountants LLP
Shanghai, the People’s Republic of China
March 6 , 2019

Exhibit 23.5

March 6, 2019

Ruhnn Holding Limited

4F, Building 1, Blue Collar Garment Industrial Park

7-1 North Hong Pu Road

Yu Hang District, Hangzhou 311100

People’s Republic of China

Re: Consent of Frost & Sullivan (Beijing) Inc., Shanghai Branch Co.

Ladies and Gentlemen,

We understand that Ruhnn Holding Limited (the “Company”) plans to file a registration statement on Form F-1 (the “Registration Statement”) with the United States Securities and Exchange Commission (the “SEC”) in connection with its proposed initial public offering (the “Proposed IPO”).

We hereby consent to the references to our name and the inclusion of information, data and statements from our research reports and amendments thereto, including but not limited to the industry research report titled “ China Internet KOLs(Key Opinion Leaders) Economy Independent Research” (the “Report”), and any subsequent amendments to the Report, as well as the citation of our research report and amendments thereto, (i) in the Registration Statement and any amendments thereto, (ii) in any written correspondences with the SEC, (iii) in any other future filings with the SEC by the Company, including, without limitation, filings on Form 20-F, Form 6-K or other SEC filings (collectively, the “SEC Filings”), (iv) on the websites of the Company and its subsidiaries and affiliates, (v) in institutional and retail road shows and other activities in connection with the Proposed IPO, and in other publicity materials in connection with the Proposed IPO.

We further hereby consent to the filing of this letter as an exhibit to the Registration Statement and any amendments thereto and as an exhibit to any other SEC Filings.

In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the U.S. Securities Act of 1933, as amended, or the rules and regulations of the SEC thereunder.

Yours faithfully

For and on behalf of

Frost & Sullivan (Beijing) Inc., Shanghai Branch Co.

/s/ Yves Wong
Name: Yves Wong
Title: Managing Director, China

Exhibit 23.6

Ruhnn Holding Limited

4F, Building 1, Blue Collar Garment Industrial Park

7-1 North Hong Pu Road

Yu Hang District, Hangzhou 311100

People’s Republic of China

March 6 , 2019

Ladies and Gentlemen:

Pursuant to Rule 438 promulgated under the Securities Act of 1933, as amended, I hereby consent to be named in the Registration Statement on Form F-1 (the “Registration Statement”) of Ruhnn Holding Limited (the “Company”), and any amendments thereto, as a person about to become a director of the Company and agree that following the effectiveness of the Registration Statement and commencing at the time the Securities and Exchange Commission declares the registration statement on Form 8-A under Section 12(b) of the Securities Exchange Act of 1934, as amended, effective, I will serve as a member of the board of directors of the Company.

	Sincerely yours,

	By:	/s/ QI Junhong
		Name: QI Junhong

Exhibit 23.7

Ruhnn Holding Limited

4F, Building 1, Blue Collar Garment Industrial Park

7-1 North Hong Pu Road

Yu Hang District, Hangzhou 311100

People’s Republic of China

March 6 , 2019

Ladies and Gentlemen:

	Sincerely yours,

	By:	/s/ XU Xiaocao (Cecilia)
		Name: XU Xiaocao (Cecilia)

Exhibit 99.1

CODE OF BUSINESS CONDUCT AND ETHICS
OF RUHNN HOLDING LIMITED

INTRODUCTION

Ruhnn Holding Limited, its consolidated subsidiaries and consolidated variable interest entity (collectively the “ Company ”) are committed to conducting their business in accordance with all applicable laws and the highest standards of business ethics. This Code of Business Conduct and Ethics (the “ Code ”) contains general guidelines for conducting the business of the Company. In general, employees should strive to comply with the law and conduct business honestly, fairly and in the best interests of the Company. To the extent this Code requires a higher standard than required by commercial practice or applicable laws, we adhere to these higher standards.

This Code applies to all of the directors, officers, employees and advisors of the Company, whether they work for the Company on a full-time, part-time, consultative, or temporary basis. We refer to these persons as our “ employees .” We also refer to our Chief Executive Officer, Chief Financial Officer (or equivalent thereof, including the Chief Accounting Officer), our other executives and any other persons who perform similar functions for the Company as “ executive officers .”

It is the Company’s policy that any employee who violates this Code will be subject to discipline, which may include termination of employment. If your conduct as an employee of the Company does not comply with the law or with this Code, there may be serious, adverse consequences for both you and the Company.

Seeking Help and Information

This Code is not intended to be a comprehensive rulebook and cannot address every situation that you may face. If you feel uncomfortable about a situation or know of or suspect a violation of this Code, seek help. We encourage you to contact your supervisor first. If you do not feel comfortable contacting your supervisor, contact the compliance officer (the “ Compliance Officer ”) of the Company, who shall be a person appointed by the Board of Directors of the Company (the “ Board ”). If you have any questions regarding the Code or would like to report any violation of the Code, please call or e-mail the Compliance Officer. Any questions or violations of the Code involving an executive officer should be directed or reported to any of the independent director on our Board or the members of the appropriate committee of our Board, and any such questions or violations will be reviewed directly by the Board or the appropriate committee of the Board.

Reporting Violations of the Code

Employees have a duty to report any known or suspected violation of this Code, including any violation of laws, rules, regulations or policies that apply to the Company. Reporting a known or suspected violation of this Code will not be considered an act of disloyalty, but an effort to safeguard the reputation and integrity of the Company and its employees.

All questions and reports of known or suspected violations of this Code will be treated with sensitivity and discretion. The Compliance Officer, the Board or the appropriate committee of the Board and the Company will protect your confidentiality to the greatest extent consistent with the law and the Company’s need to investigate your concern.

Policy Against Retaliation

The Company prohibits retaliation against an employee who, in good faith, seeks help or reports known or suspected violations. An employee inflicting reprisal or retaliation against another employee for reporting a known or suspected violation may be subject to disciplinary actions, including termination of employment.

Waivers of the Code

Waivers of this Code may be made only by the Board or the appropriate committee of the Board and will be promptly disclosed to the public as required by law or the Nasdaq Stock Market Rules. Waivers of this Code will be granted on a case-by-case basis and only in extraordinary circumstances.

COMPLIANCE WITH LAWS, REGULATIONS AND POLICIES

Employees have an obligation to comply with all laws, rules and regulations applicable to the Company’s operations. These include, without limitation, laws covering bribery and kickbacks, copyrights, trademarks and trade secrets, information privacy, insider trading, illegal political contributions, antitrust prohibitions, foreign corrupt practices, offering or receiving gratuities, environmental hazards, employment discrimination or harassment, occupational health and safety, false or misleading financial information or misuse of corporate assets. It is your responsibility to understand and comply with the laws, regulations and policies that are relevant to your position. If any doubt exists about whether a course of action is lawful, you should seek advice from your supervisor or the Compliance Officer.

Failure to comply with applicable laws and regulations can result in civil and criminal liability against you and the Company, as well as disciplinary action by the Company against you, including termination of employment. You should contact the Compliance Officer if you have any questions about the laws, regulations and policies that may apply to you.

The Foreign Corrupt Practices Act

The Foreign Corrupt Practices Act (the “ FCPA ”) prohibits the Company and its employees and agents from offering or giving money or any other item of value to win or retain business or to influence any act or decision of any governmental official, political party, candidate for political office or official of a public international organization. The FCPA prohibits the payment of bribes, kickbacks or other inducements to foreign officials. This prohibition also extends to payments to a sales representative or agent if there is reason to believe that the payment will be used indirectly for a prohibited payment to foreign officials.Violation of the FCPA is a crime that can result in severe fines and criminal penalties, as well as disciplinary action by the Company, including termination of employment.

Certain small facilitation payments to foreign officials may be permissible under the FCPA if customary in the country or locality and intended to secure routine governmental action. Governmental action is “routine” if it is ordinarily and commonly performed by a foreign official and does not involve the exercise of discretion. For instance, “routine” functions would include setting up a telephone line or expediting a shipment through customs. To ensure legal compliance, all facilitation payments must receive a prior written approval from the Compliance Officer and must be clearly and accurately reported as a business expense.

Health and Safety

The Company is committed not only to complying with all relevant health and safety laws, but also to conducting business in a manner that protects the safety of its employees. Employees are required to comply with all applicable health and safety laws, regulations and policies relevant to their jobs. If you have any concerns about unsafe conditions or tasks that present a risk of injury to you, please report these concerns immediately to your supervisor or the Human Resources Department.

Employment Practices

The Company pursues fair employment practices in every aspect of its business. The following is intended to be a summary of our employment policies and procedures. Copies of our detailed policies are available from the Human Resources Department. Employees must comply with all applicable labor and employment laws, including anti-discrimination laws and laws related to freedom of association, privacy and collective bargaining. It is your responsibility to understand and comply with the laws, regulations and policies that are relevant to your job. Failure to comply with labor and employment laws can result in civil and criminal liability against you and the Company as well as disciplinary action by the Company against you, including termination of employment. You should contact the Compliance Officer or the Human Resources Department if you have any questions about the laws, regulations and policies that apply to you.

CONFLICTS OF INTEREST

A conflict of interest occurs when an employee’s private interest interferes, or appears to interfere, in any way with the interests of the Company as a whole. You should actively avoid any private interest that may influence your ability to act in the interests of the Company or that may make it difficult to perform your work objectively and effectively.

It is difficult to list all of the ways in which a conflict of interest may arise. However, in general, the following may create conflicts of interest:

· Outside Employment . No employee may be concurrently employed by, serve as a director of, trustee for or provide any services not in his or her capacity as an employee to any entity, whether for-profit or nonprofit, that is a material customer, supplier or competitor of the Company or any entity whose interests would reasonably be expected to conflict with the Company.

· Financial Interests . No employee should have a significant financial interest (ownership or otherwise) in any company that is a material customer, supplier or competitor of the Company or any entity whose interests would reasonably be expected to conflict with the Company. A “significant financial interest” means (i) ownership of greater than 1% of the equity of a material customer, supplier or competitor or (ii) an investment in a material customer, supplier or competitor that represents more than 5% of the total assets of the employee.

· Loans or Other Financial Transactions . No employee may obtain loans or guarantees of personal obligations from, or enter into any other personal financial transaction with, any company that is a material customer, supplier or competitor of the Company. This guideline does not prohibit arm’s length transactions with recognized banks or other financial institutions.

· Family Situations . The actions of family members outside the workplace may also give rise to conflicts of interest because they may influence an employee’s objectivity in making decisions on behalf of the Company. If a member of an employee’s family is interested in doing business with the Company, the criteria as to whether to enter into or continue the business relationship, and the terms and conditions of the relationship, must be no less favorable to the Company compared with those that would apply to a non-relative seeking to do business with the Company under similar circumstances.

Employees should report any situation involving family members that could reasonably be expected to give rise to a conflict of interest to their supervisor or the Compliance Officer. For purposes of this Code, “family members” or “members of your family” include your spouse, brothers, sisters and parents, in-laws and children.

For purposes of this Code, a company is a “material” customer if the company has made payments to the Company in the past year in excess of US$100,000 or 10% of the customer’s gross revenues, whichever is greater. A company is a “material” supplier if the company has received payments from the Company in the past year in excess of US$100,000 or 10% of the supplier’s gross revenues, whichever is greater. A company is a “material” competitor if the company competes in the Company’s line of business and has annual gross revenues from such line of business in excess of US$500,000. If you are uncertain whether a particular company is a material customer, supplier or competitor, please contact the Compliance Officer for assistance.

Disclosure of Conflicts of Interest

The Company requires that employees fully disclose any situations that could reasonably be expected to give rise to a conflict of interest. If you suspect that you have a conflict of interest, or something that others could reasonably perceive as a conflict of interest, you must report it immediately to the Compliance Officer. Conflicts of interest may only be waived by the Board or the appropriate committee of the Board and will be promptly disclosed to the public to the extent required by law.

CORPORATE OPPORTUNITIES

As an employee of the Company, you have an obligation to advance the Company’s interests when the opportunity to do so arises. If you discover or are presented with a business opportunity that is in the Company’s line of business through the use of corporate property or corporate information or because of your position at the Company, you should first present the business opportunity to the Company before pursuing the opportunity in your individual capacity. Employees may not use corporate property or corporate information or their positions with the Company in any way that may deprive the Company of any benefit or subject it to any harm.

You should disclose to your supervisor the terms and conditions of each business opportunity covered by this Code that you wish to pursue. Your supervisor will contact the Compliance Officer and the appropriate management personnel to determine whether the Company wishes to pursue the business opportunity. Once the Company grants you permission, you may pursue the business opportunity on the same terms and conditions as those originally offered to the Company and to the extent that it is consistent with other ethical guidelines set forth in the Code.

CORPORATE ASSETS AND CONFIDENTIAL INFORMATION

Employees have a duty to protect the Company’s assets and ensure their efficient use for legitimate business purposes only. Theft, carelessness and waste have a direct impact on the Company’s profitability. The Company’s files, computers, networks, software, phone system and other business resources are provided for business use only and they are the exclusive property of the Company. The use of the Company’s funds or assets, whether or not for personal gain, for any unlawful or improper purpose is prohibited. All inventions, creative works, computer software, and technical or trade secrets developed by an employee in the course of performing the employee’s duties or primarily through the use of the Company’s materials and technical resources while working at the Company, shall be property of the Company.

To ensure the protection and proper use of the Company’s assets, employees should exercise reasonable care to prevent theft, damage or misuse of Company property. In the event of actual or suspected theft, damage or misuse of Company’s property, employees should report such activities directly to a supervisor.

Employees should be aware that Company’s property includes all data and communications transmitted or received by, or contained in, the Company’s electronic or telephonic systems. The Company’s property also includes all written communications. Employees and other users of the Company’s property should have no expectation of privacy with respect to these communications and data. To the extent permitted by law, the Company has the ability, and reserves the right, to monitor all electronic and telephonic communications. These communications may also be subject to disclosure to law enforcement or government officials.

Safeguarding Confidential Information and Intellectual Property

Employees have access to a variety of confidential information while employed by the Company. Confidential information includes all nonpublic information that might be of use to competitors, or, if disclosed, harmful to the Company or its customers. Every employee has a duty to respect and safeguard the confidentiality of the Company’s information and the information of our suppliers and customers, except when disclosure is authorized by the Company or legally mandated. An employee’s obligation to protect confidential information continues after he or she leaves the Company. Unauthorized disclosure of confidential information could cause competitive harm to the Company, its customers or its suppliers and could result in legal liability to you and the Company.

Employees also have a duty to protect the Company’s intellectual property and other business assets. The intellectual property, business systems and the security of the Company property are critical to the Company.

Any questions or concerns regarding whether disclosure of the Company’s information is legally mandated should be promptly directed to the Compliance Officer.

Care must be taken to safeguard and protect confidential information and Company property. Accordingly, the following measures should be adhered to:

· The Company’s employees should prevent the inadvertent disclosure of confidential information during or after working hours. For example, documents or electronic devices containing confidential information should be stored in a secure location. Also, review of confidential documents or discussion of confidential subjects in public places (e.g., airplanes, trains, taxis, and buses) should be conducted so as to prevent disclosure to unauthorized persons.

· Within the Company’s offices, confidential matters should not be discussed within hearing range of visitors or others not working on such matters.

· Confidential matters should not be discussed with other employees not working on such matters or with friends or relatives including those living in the same household as an employee.

· Employees should only access, use and disclose the confidential information to the extent that it is necessary for performing their duties. They should only disclose confidential information to other employees or business partners to the extent that it is necessary for such employees or business partners to perform their duties on behalf of the Company.

COMPETITION AND FAIR DEALING

Employees are obligated to deal fairly with fellow employees and with the Company’s customers, suppliers and competitors. Employees should not take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation or any other unfair practice.

Relationships with Customers

Our business success depends on fostering long-term customer relationships. The Company is committed to dealing with customers fairly, honestly and with integrity. Specifically, you should adhere to the following guidelines:

· Information we supply to customers should be accurate and complete to the best of our knowledge. Employees should not deliberately misrepresent information to customers.

Relationships with Suppliers

The Company deals fairly and honestly with its suppliers. This means that our relationships with suppliers are based on price, quality, service and reputation, among other factors. Employees dealing with suppliers should carefully guard their objectivity. Specifically, no employee should accept or solicit any personal benefit from a supplier or potential supplier that might compromise, or appear to compromise, their objective assessment of the supplier’s products and prices. Employees can give or accept promotional items of nominal value or moderately scaled entertainment within the limits of responsible and customary business practice. Please see “Gifts and Entertainment” below for additional guidelines in this area.

Relationships with Competitors

The Company is committed to free and open competition in the marketplace. Employees should avoid actions that would be contrary to laws governing competitive practices in the marketplace, including antitrust laws. Such actions include misappropriation or misuse of a competitor’s confidential information or making false statements about the competitor’s business and business practices.

GIFTS AND ENTERTAINMENT

The giving and receiving of gifts is a common business practice. Appropriate business gifts and entertainment are welcome courtesies designed to foster relationships with business partners. However, gifts and entertainment should not compromise, or appear to compromise, your ability to make unbiased business decisions.

It is your responsibility to use good judgment in this area. As a general rule, you may exchange gifts with customers or suppliers only if such gifts would not be viewed as an inducement or reward for any particular business decision. All gifts and entertainment expenses should be properly accounted for on expense reports. The following specific examples may be helpful:

· Meals and Entertainment . You may occasionally accept or give meals, refreshments or other entertainment if:

· The items are a reasonable value;

· The purpose of the meeting or attendance at the event is related to the Company’s business; and

· The expenses would be paid by the Company as a reasonable business expense if not paid for by another party.

· Advertising and Promotional Materials . You may occasionally accept or give advertising or promotional materials of nominal value.

· Personal Gifts . You may accept or give personal gifts of reasonable value that are related to recognized special occasions such as a graduation, promotion, new job, wedding, retirement or a holiday. A gift is also acceptable if it is based on a family or personal relationship and unrelated to the business involved between the individuals.

· Gifts Rewarding Accomplishments . You may accept a gift from a civic, charitable or religious organization specifically related to your accomplishments.

You must be particularly careful that gifts and entertainment are not construed as bribes, kickbacks or other improper payments. See “The Foreign Corrupt Practices Act” above for further discussion of our policies regarding giving or receiving gifts related to business transactions.

You should make every effort to refuse or return a gift that is beyond these permissible guidelines. If it would be inappropriate to refuse a gift or you are unable to return a gift, you should promptly report the gift to your supervisor. Your supervisor will bring the gift to the attention of the Compliance Officer, who may require you to donate the gift to an appropriate community organization. If you have any questions about whether it is permissible to accept a gift or something else of value, contact your supervisor or the Compliance Officer for additional guidance.

COMPANY RECORDS

Accurate and reliable records are crucial to our business. Our records are the basis of our earnings statements, financial reports and other disclosures to the public and guide our business decision-making and strategic planning. Company records include booking information, payroll, timecards, travel and expense reports, e-mails, accounting and financial data, measurement and performance records, electronic data files and all other records maintained in the ordinary course of our business.

All Company records must be complete, accurate and reliable in all material respects. Undisclosed or unrecorded funds, payments or receipts are inconsistent with our business practices and are prohibited. You are responsible for understanding and complying with our record-keeping policy.

ACCURACY OF FINANCIAL REPORTS AND OTHER PUBLIC COMMUNICATIONS

As a public company we are subject to various securities laws, regulations and reporting obligations. These laws, regulations and obligations and our policies require the disclosure of accurate and complete information regarding the Company’s business, financial condition and results of operations. Inaccurate, incomplete or untimely reporting will not be tolerated and can severely damage the Company and result in legal liability.

Employees should be on guard for, and promptly report, any possibility of inaccurate or incomplete financial reporting. Particular attention should be paid to financial results that seem inconsistent with the performance of the underlying business, transactions that do not seem to have an obvious business purpose and requests to circumvent ordinary review and approval procedures. Employees with information relating to questionable accounting or auditing matters may also confidentially, or anonymously, submit the information in writing to the Company’s audit committee of the Board.

It is essential that the Company’s financial records, including all filings with the Securities and Exchange Commission (“ SEC ”), be accurate and timely. Accordingly, in addition to adhering to the conflict of interest policy and other policies and guidelines in this Code, the executive officers and other principal financial officers must take special care to exhibit integrity at all times and to instill this value within their organizations. In particular, these senior officers must ensure that they abide by all public disclosure requirements by providing full, fair, accurate, timely and understandable disclosures, and that they comply with all other applicable laws and regulations. The executive officers and other principal financial officers must also understand and strictly comply with generally accepted accounting principles in the U.S. and all standards, laws and regulations for accounting and financial reporting of transactions, estimates and forecasts.

In addition, U.S. federal securities laws require the Company to maintain proper internal books and records and to devise and maintain an adequate system of internal accounting controls. The SEC has supplemented the statutory requirements by adopting rules that prohibit (i) any person from falsifying records or accounts subject to the above requirements and (ii) officers or directors from making any materially false, misleading or incomplete statement to an accountant in connection with an audit or any filing with the SEC. These provisions reflect the SEC’s intent to discourage officers, directors and other persons with access to the Company’s books and records from taking action that might result in the communication of materially misleading financial information to the investing public.

Employees are prohibited from directly or indirectly taking any action to coerce, manipulate, mislead or fraudulently influence the Company’s independent auditors for the purpose of rendering the financial statements of the Company materially misleading. Prohibited actions include, but are not limited to, those actions taken to coerce, manipulate, mislead or inappropriately influence an auditor to:

· issue or reissue a report on the Company’s financial statements that is not warranted in the circumstances (due to material violations of U.S. GAAP, generally accepted auditing standards or other professional or regulatory standards);

· not perform audit, review or other procedures required by generally accepted auditing standards or other professional standards;

· withdraw an issued report; or

· not communicate matters to the Company’s audit committee of the Board.

PROHIBITION OF INSIDER TRADING

The Company has an insider trading policy, which may be obtained from the Compliance Officer. The following is a summary of some of the general principles relevant to insider trading, and should be read in conjunction with the aforementioned specific policy.

Employees are prohibited from trading in shares or other securities of the Company while in possession of material, nonpublic information about the Company. Prohibition on insider trading applies to members of the employees’ family and anyone else sharing the home of the employees. Therefore, employees must use discretion when discussing work with friends or family members as well as other employees. In addition, employees are prohibited from recommending, “tipping” or suggesting that anyone else buy or sell shares or other securities of the Company on the basis of material, nonpublic information. Employees who obtain material nonpublic information about another company in the course of their employment are prohibited from trading in shares or securities of the other company while in possession of such information or “tipping” others to trade on the basis of such information. Violation of insider trading laws can result in severe fines and criminal penalties, as well as disciplinary action by the Company, including termination of employment.

Information is “nonpublic” if it has not been made generally available to the public by means of a press release or other means of widespread distribution. Information is “material” if a reasonable investor would consider it important in a decision to buy, hold or sell stock or other securities. As a rule of thumb, any information that would affect the value of stock or other securities should be considered material. Examples of information that is generally considered “material” include:

· Financial results or forecasts, or any information that indicates the Company’s financial results may exceed or fall short of forecasts or expectations;

· Important new products or services;

· Pending or contemplated acquisitions or dispositions, including mergers, tender offers or joint venture proposals;

· Possible management changes or changes of control;

· Pending or contemplated public or private sales of debt or equity securities;

· Acquisition or loss of a significant customer or contract;

· Significant write-offs;

· Initiation or settlement of significant litigation; and

· Changes in the Company’s auditors or a notification from its auditors that the Company may no longer rely on the auditor’s report.

The laws against insider trading are specific and complex. Any questions about information you may possess or about any dealings you have had in the Company’s securities should be promptly brought to the attention of the Compliance Officer.

PUBLIC COMMUNICATIONS AND PREVENTION OF SELECTIVE DISCLOSURE

The Company places a high value on its credibility and reputation in the community. What is written or said about the Company in the news media and investment community directly impacts our reputation, positively or negatively. Our policy is to provide timely, accurate and complete information in response to public requests (e.g., media, analysts), consistent with our obligations to maintain the confidentiality of competitive and proprietary information and to prevent selective disclosure of market-sensitive financial data. To ensure compliance with this policy, all news media or other public requests for information regarding the Company should be directed to the Company’s Investor Relations Department. The Investor Relations Department will work with you and the appropriate personnel to evaluate and coordinate a response to the request.

Prevention of Selective Disclosure

Preventing selective disclosure is necessary to comply with U.S. securities laws and to preserve the reputation and integrity of the Company as well as that of all persons affiliated with it. “Selective disclosure” occurs when any person provides potentially market-moving information to selected persons before the news is available to the investing public generally. Selective disclosure is a crime under U.S. law and the penalties for violating the law are severe.

The following guidelines have been established to avoid improper selective disclosure. Every employee is required to follow these procedures:

· All contact by the Company with investment analysts, the press and/or members of the media shall be made through the chief executive officer, chief financial officer (or equivalent thereof, including the chief accounting officer) or persons designated by them (collectively, the “Media Contacts”).

· Other than the Media Contacts, no officer, director or employee shall provide any potentially market-moving information regarding the Company or its business to any investment analyst or member of the press or media.

· All inquiries from persons such as industry analysts or members of the media about the Company or its business should be directed to a Media Contact. All presentations to the investment community regarding the Company will be made by us under the direction of a Media Contact.

· Other than the Media Contacts, any employee who is asked a question regarding the Company or its business by a member of the press or media shall respond with “No comment” and forward the inquiry to a Media Contact.

These procedures do not apply to the routine process of making previously released information regarding the Company available upon inquiries made by investors, investment analysts and members of the media.

Please contact the Compliance Officer if you have any questions about the scope or application of the Company’s policies regarding selective disclosure.

ENVIRONMENT

Employees should strive to conserve resources and reduce waste and emissions through recycling and other conservation measures. You have a responsibility to promptly report any known or suspected violations of environmental laws or any events that may result in a discharge or emission of hazardous materials. Employees whose jobs involve warehouse management, storage and transportation should be particularly alert to any storage, disposal and transportation of waste, and handling of toxic materials and emissions into the land, water or air.

HARASSMENT AND DISCRIMINATION

The Company is committed to providing equal opportunity and fair treatment to all individuals on the basis of merit, without discrimination because of race, color, religion, national origin, sex (including pregnancy), sexual orientation, age, disability, veteran status or any other characteristic protected by law. The Company prohibits harassment in any form, whether physical or verbal and whether committed by supervisors, non-supervisory personnel or non-employees. Harassment may include, but is not limited to, offensive sexual flirtations, unwanted sexual advances or propositions, verbal abuse, sexually or racially degrading words, or the display of sexually suggestive objects or pictures.

If you have any complaints about discrimination or harassment, report such conduct to your supervisor or the Human Resources Department. All complaints will be treated with sensitivity and discretion. Your supervisor, the Human Resources Department and the Company will protect your confidentiality to the extent possible, consistent with the law and the Company’s need to investigate your concern. Where our investigation uncovers harassment or discrimination, we will take prompt corrective action, which may include disciplinary action against the perpetrator such as termination of employment. The Company strictly prohibits retaliation against an employee who files a complaint in good faith.

Any manager who has reason to believe that an employee has been the victim of harassment or discrimination or who receives a report of alleged harassment or discrimination is required to report it to the Human Resources Department immediately.

CONCLUSION

This Code of Business Conduct and Ethics contains general guidelines for conducting the business of the Company consistent with the highest standards of business ethics. If you have any questions about these guidelines, please contact your supervisor or the Compliance Officer. We expect all employees to adhere to these standards.

This Code of Business Conduct and Ethics, as applied to the Company’s executive officers, shall be our “code of ethics” within the meaning of Section 406 of the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder.

This Code and the matters contained herein are neither a contract of employment nor a guarantee of continuing Company policy. We reserve the right to amend, supplement or discontinue this Code and the matters addressed herein, without prior notice, at any time.

Exhibit 99.2

34/F, Tower 3, China Central Place, 77 Jianguo Road, Beijing 100025, China

Telephone: (86-10) 5809-1000 Facsimile: (86-10) 5809-1100

March 6 , 2019

To: Ruhnn Holding Limited

Re: Certain PRC Law Matters of Ruhnn Holding Limited (the “Company”)

Dear Sir/Madam,

We are qualified lawyers of the People’s Republic of China (the “ PRC ”, for the purpose of issuing this opinion, excluding Hong Kong Special Administration Region, Macau Special Administration Region and Taiwan) and as such are qualified to issue this opinion with respect to all laws, regulations, statutes, rules, decrees, guidelines, notices, and judicial interpretations and other legislations of the PRC currently in force and publicly available as of the date hereof (hereinafter referred to as the “ PRC Laws ”).

We are acting as your PRC legal counsel in connection with (a) the proposed initial public offering (the “ Offering ”) of certain number of American depositary shares (the “ ADSs ”), each 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 (the “ SEC ”) in relation to the Offering, and (b) the proposed listing and trading of the Company’s ADSs on the NASDAQ Global Market.

The following terms as used in this opinion are defined as follows.

“ M&A Rules ” means the Rules on Acquisition of Domestic Enterprises by Foreign Investors, which was issued by six PRC regulatory agencies, namely, the Ministry of Commerce, the State-owned Assets Supervision and Administration Commission, the State Administration for Taxation, the State Administration for Industry and Commerce, China Securities Regulatory Commission (the “ CSRC ”) and the State Administration for Foreign Exchange, on August 8, 2006 and became effective on September 8, 2006, as amended by the Ministry of Commerce on June 22, 2009.

“ PRC Entities ” means the PRC Subsidiaries and the Consolidated Affiliated Entities collectively.

“ PRC Subsidiaries ” means Hangzhou Yihan Technology Co., Ltd., a wholly foreign-owned enterprise.

“ Consolidated Affiliated Entities ” means Hangzhou Hanyi E-Commerce Co., Ltd., Hangzhou Hanli E-Commerce Co., Ltd., Shanghai Yitong E-Commerce Co., Ltd., Hangzhou Dayi E-Commerce Co., Ltd., Hangzhou Wuhan E-Commerce Co., Ltd., Hangzhou Sijiu E-Commerce Co., Ltd., Ruhnn Cultural Communication Co., Ltd., Ruhnn Supply Chain Management Co., Ltd., Hangzhou Da Yi E-Commerce Co., Ltd. and Hangzhou Weimai Cultural Creative Co., Ltd..

For the purpose of giving this opinion, we have examined the originals or copies, certified or otherwise identified to our satisfaction, of corporate records, agreements, documents and other instruments provided to us and such other documents or certificates issued by governmental authorities or representations made by officials of government authorities or other public organizations and by officers or representatives of the Company as we have deemed necessary and appropriate as a basis for the opinions hereinafter set forth.

In rendering the opinions expressed below, we have assumed:

(a) the authenticity of the documents submitted to us as originals and the conformity to the originals of the documents submitted to us as copies;

(b) the truthfulness, accuracy and completeness of all corporate minutes, resolutions and documents of or in connection with the PRC Entities as they were presented to us;

(c) that the documents and the corporate minutes and resolutions which have been presented to us remain in full force and effect as of the date hereof and have not been revoked, amended, varied or supplemented, except as noted therein;

(d) in response to our due diligence inquiries, requests and investigation for the purpose of this opinion, all the relevant information and materials that have been provided to us by the Company and the PRC Entities, including all factual statements in the documents and all other factual information provided to us by the Company and the PRC Entities, and the statements made by the Company, the PRC Entities and relevant government officials, are true, accurate, complete and not misleading, and that the Company has not withheld anything that, if disclosed to us, would reasonably cause us to alter this opinion in whole or in part. Where important facts were not independently established to us, we have relied upon certificates issued by governmental authorities and appropriate representatives of the Company and/or other relevant entities and/or upon representations made by such persons in the course of our inquiry and consultation;

(e) that all parties to the documents provided to us in connection with this opinion, other than the PRC Entities, have the requisite power and authority to enter into, and have duly executed, delivered and/or issued those documents to which they are parties, and have the requisite power and authority to perform their obligations thereunder; and

(f) with respect to all parties, the due compliance with, and the legality, validity, effectiveness and enforceability under, all laws other than the laws of the PRC.

We do not purport to be experts on and do not purport to be generally familiar with or qualified to express legal opinions on any laws other than the laws of the PRC and accordingly express no legal opinion herein on any laws of any jurisdiction other than the PRC.

Based on the foregoing and subject to the qualifications set out below, we are of the opinion that, as of the date hereof, so far as PRC Laws are concerned:

1. Based on our understanding of the current PRC Laws, (i) the ownership structures of the Consolidated Affiliated Entities and the PRC Subsidiaries, both currently and immediately after giving effect to the Offering, do not and will not contravene any applicable PRC Laws currently in effect; and (ii) the contractual arrangements among the PRC Subsidiaries, the Consolidated Affiliated Entities and their respective shareholder(s) governed by PRC Laws are valid and binding upon each party to such arrangements and enforceable against each party thereto in accordance with their terms and applicable PRC Laws currently in effect, and will not contravene any PRC Laws currently in effect. However, there are substantial uncertainties regarding the interpretation and application of PRC Laws and future PRC laws and regulations, and there can be no assurance that the PRC regulatory authorities will not take a view that is contrary to or otherwise different from our opinion stated above.

2. The M&A Rules, among other things, purport to require that an offshore special purpose vehicle controlled directly or indirectly by PRC domestic companies or individuals and formed for purposes of overseas listing through acquisition of PRC domestic interests held by such PRC companies or individuals obtain the approval of the CSRC prior to the listing and trading of such special purpose vehicle’s securities on an overseas stock exchange. The CSRC has not issued any definitive rules or interpretations concerning whether offerings such as the Offering are subject to the CSRC approval procedures under the M&A Rules. Based on our understanding of the current PRC Laws, a prior approval from the CSRC is not required under the M&A Rules for the Offering and listing and trading of the ADSs on the NASDAQ Global Market, because, among other things, (i) the PRC Subsidiaries were established by foreign direct investment, rather than through a merger or acquisition of a domestic company as defined under the M&A Rules; and (ii) no explicit provision in the M&A Rules classifies the respective contractual arrangements among the PRC Subsidiaries, the Consolidated Affiliated Entities and their shareholders as a type of acquisition transaction falling under the M&A Rules. However, uncertainties still exist as to how the M&A Rules will be interpreted and implemented and our opinion stated above is subject to any new laws, rules and regulations or detailed implementations and interpretations in any form relating to the M&A Rules.

3. The recognition and enforcement of foreign judgments are provided for under the PRC Civil Procedures Law. PRC courts may recognize and enforce foreign judgments in accordance with the requirements of PRC Civil Procedures Law based either on treaties between China and the jurisdiction where the judgment is made or on principles of reciprocity between jurisdictions. China does not have any treaties or other form of reciprocity with the United States or the Cayman Islands that provide for the reciprocal recognition and enforcement of foreign judgments. In addition, according to the PRC Civil Procedures Law, courts in the PRC will not enforce a foreign judgment against a company or its directors and officers if they decide that the judgment violates the basic principles of PRC law or national sovereignty, security or public interest. As a result, it is uncertain whether and on what basis a PRC court would enforce a judgment rendered by a court in the United States or the Cayman Islands.

4. The statements 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. To the best of our knowledge after due and reasonable inquiry, the statements in the Registration Statement, the General Disclosure Package and the Prospectus under the captions “Prospectus Summary”, “Risk Factors”, “Enforceability of Civil Liabilities”, “Dividend Policy”, “Our History and Corporate Structure”, “Business”, “Regulation”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, “Industry”, “Use Of Proceeds”, “Related Party Transactions”, “Taxation” and “Legal Matters”, 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 come to our attention, insofar as the PRC Laws are concerned, that causes us to believe that there is any omission which will cause such statements misleading in any material respect.

The foregoing opinion is further subject to the following qualifications:

(a) we express no opinion as to any Laws other than the PRC Laws in force on the date of this opinion;

(b) the PRC Laws referred to herein are Laws currently in force and there is no guarantee that any of such Laws, or the interpretation thereof or enforcement therefore, will not be changed, amended or replaced in the immediate future or in the longer term with or without retrospective effect;

(c) this opinion is intended to be used in the context which is specifically referred to herein and each section should be looked on as a whole regarding the same subject matter; and

(d) this opinion is subject to the effects of (i) certain legal or statutory principles affecting the validity and 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 indemnifications, remedies or defenses, the calculation of damages, the entitlement to attorney’s fees and other costs, and the waiver of immunity from jurisdiction of any court or from legal process; and (iv) the discretion of any competent PRC legislative, administrative or judicial bodies in exercising their authority in the PRC.

This opinion is delivered in our capacity as the Company’s PRC legal counsel solely for the purpose of the Registration Statement publicly submitted to the SEC on the date of this opinion and may not be used for any other purpose without our prior written consent.

We hereby consent to the use of this opinion in, and the filing hereof as an exhibit to, the Registration Statement, and to the reference to our name in such Registration Statement. We do not thereby admit that we fall within the category of the persons whose consent is required under Section 7 of the U.S. Securities Act of 1933, as amended, or the regulations promulgated thereunder.

Yours faithfully,

/s/ Jingtian & Gongcheng
Jingtian & Gongcheng