9F Inc. (Form: F-1, Received: 07/25/2019 13:25:51)

9F INC.

/s/ LEI SUN

Chairman of the Board of Directors and Chief Executive Officer

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9F Inc.

As filed with the Securities and Exchange Commission on July 25, 2019

Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

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

9F Inc.
(Exact name of Registrant as specified in its charter)

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


Cayman Islands (State or other jurisdiction of incorporation or organization)		6199 (Primary Standard Industrial Classification Code Number)		Not Applicable (I.R.S. Employer Identification Number)

Jiufu Building, Rongxin Technology Center
Chaoyang District, Beijing 100102
People's Republic of China
Tel: +86 (10) 8527-6996
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)

(Name, address, including zip code, and telephone number, including area code, of agent for service)


Copies to:
Z. Julie Gao, Esq. Skadden, Arps, Slate, Meagher & Flom LLP c/o 42/F, Edinburgh Tower, The Landmark 15 Queen's Road Central Hong Kong +852 3740-4700	Haiping Li, Esq. Skadden, Arps, Slate, Meagher & Flom LLP JingAn Kerry Centre, Tower II 46th Floor 1539 Nanjing West Road Shanghai, the People's Republic of China +86 21 6193-8200	Li He, Esq. Davis Polk & Wardwell LLP c/o 2201 China World Office 2 Chaoyang District, Beijing 100004 People's Republic of China +86 (10) 8567-5000	James C. Lin, Esq. Davis Polk & Wardwell LLP c/o 18th Floor, The Hong Kong Club Building 3A Chater Road Central, Hong Kong +852 2533-3300

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

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

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

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

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

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

Emerging growth company ý

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

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Proposed maximum aggregate offering price ⁽²⁾⁽³⁾	Amount of registration fee




Class A ordinary shares, par value US$0.00001 per share ⁽¹⁾	US$150,000,000	US$18,180

(1): American depositary shares issuable upon deposit of ordinary shares registered hereby will be registered under a separate registration statement on Form F-6 (Registration No. 333- ). Each American depositary share represents Class A ordinary shares.
(2): Includes Class A ordinary shares that are issuable upon the exercise of the underwriters' over-allotment option. Also includes Class A ordinary shares initially offered and sold outside the United States that may be resold from time to time in the United States either as part of their distribution or within 40 days after the later of the effective date of this registration statement and the date the shares are first bona fide offered to the public. These Class A ordinary shares are not being registered for the purpose of sales outside the United States.
(3): Estimated solely for the purpose of determining the amount of registration fee in accordance with Rule 457(o) under the Securities Act of 1933.

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 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

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

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The information in this preliminary prospectus is not complete and may be changed. We [and the selling shareholders] may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any state where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS
(Subject to Completion) Issued , 2019.

American Depositary Shares

9F Inc.

Representing Class A Ordinary Shares

This is an initial public offering of American depositary shares, or ADSs, of 9F Inc.

We are offering American depositary shares, or ADSs [, and the selling shareholders identified in this prospectus are offering ADSs. We will not receive any proceeds from the sale of ADSs by the selling shareholders.]. Each ADS represents of our Class A ordinary shares, par value US$0.00001 per share. We anticipate the initial public offering price per ADS will be between US$ and US$ .

Prior to this offering, there has been no public market for the ADSs or our ordinary shares. We intend to apply for the listing of the ADSs on the [New York Stock Exchange/Nasdaq Stock Market] under the symbol "JFG."

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 involve risks. See "Risk Factors" beginning on page 24.

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

PRICE US$ PER ADS

	Price to Public	Underwriting Discounts and Commissions ⁽¹⁾	Proceeds, before Expenses, to Us	[Proceeds, before Expenses, to Selling Shareholders]




Per ADS	US$	US$	US$	US$

Total	US$	US$	US$	US$

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

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

Upon the completion of this offering, our issued and outstanding share capital will consist of Class A ordinary shares and Class B ordinary shares, and we will be a "controlled company" within the meaning of the [New York Stock Exchange listing rules/Nasdaq Stock Market Rules] because Mr. Lei Sun, the chairman of our board of directors and our chief executive officer, will beneficially own an aggregate of outstanding ordinary shares, representing in aggregate % of our total voting power, if the underwriters do not exercise their over-allotment option, or % of our total voting power if the underwriters exercise their over-allotment option in full. 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 five votes and is convertible into one Class A ordinary share at the option of the holder thereof. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Upon any sale, transfer, assignment or disposition of any Class B ordinary share by a holder thereof to any non-affiliate to such holder, or upon a change of control of any Class B ordinary share to any person who is not an affiliate of the registered holder of such Class B ordinary share, each of such Class B ordinary shares will be automatically and immediately converted into one Class A ordinary share.

The underwriters expect to deliver the ADSs to purchasers on , 2019.

Credit Suisse


	Haitong International		9F Primasia Securities

Prospectus dated , 2019.

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		Page

PROSPECTUS SUMMARY			1
RISK FACTORS			24
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS			94
USE OF PROCEEDS			96
DIVIDEND POLICY			98
CAPITALIZATION			99
DILUTION			101
ENFORCEABILITY OF CIVIL LIABILITIES			103
CORPORATE HISTORY AND STRUCTURE			105
SELECTED CONSOLIDATED FINANCIAL DATA			112
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			117
INDUSTRY			163
BUSINESS			173
REGULATION			203
MANAGEMENT			232
PRINCIPAL [AND SELLING] SHAREHOLDERS			242
RELATED PARTY TRANSACTIONS			245
DESCRIPTION OF SHARE CAPITAL			249
DESCRIPTION OF AMERICAN DEPOSITARY SHARES			262
SHARES ELIGIBLE FOR FUTURE SALES			273
TAXATION			275
UNDERWRITING			283
EXPENSES RELATED TO THIS OFFERING			296
LEGAL MATTERS			297
EXPERTS			298
WHERE YOU CAN FIND ADDITIONAL INFORMATION			299
INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS			F-1

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

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

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

Our Business

We are a leading digital financial account platform integrating and personalizing financial services in China with our footprint expanding overseas. We provide a comprehensive range of financial products and services across loan products, online wealth management products, and payment facilitation, all integrated under a single digital financial account. According to Oliver Wyman, among the independent marketplace lending platforms in China, we are the largest online consumer finance platform in terms of outstanding loan balance as of December 31, 2018. We leverage technology, a deep understanding of our large user base and strategic partner relationships to create a one-stop experience bringing together borrowers, investors, financial institution partners and merchant partners.

We deliver our products and services through an open ecosystem bringing together borrowers (consumers), investors, financial institution partners and merchant partners as illustrated below:

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consumption verticals such as home improvement, education, elective medical care services and consumer electronics.

The growth of our business is dependent on our ability to access diversified and scalable funding to meet our borrowers' needs. We have access to both investors and financial institution partners, and have the ability to adjust funding allocation between different sources. As such, we are better equipped to weather fluctuations in the supply and cost of funding. We have been developing our direct lending program rapidly since 2018 and intend to cooperate with more institutional funding partners to further strengthen and diversify our funding sources. As of June 30, 2019, our institutional funding partners had approved the funding limit in the aggregate amount of over RMB70 billion (US$10.4 billion) under our direct lending program. The percentage of loan origination volume funded by our institutional funding partners to our total loan origination volume has increased significantly from approximately 10.5% for the three months ended March 31, 2019 to 58.0% for the three months ended June 30, 2019. Our strengthened cooperation with financial institution partners may ease the pressure brought about by the continuing challenging regulatory environment that negatively affect the growth of our business. We tend to maintain our existing investor base and will increasingly focus on developing our institutional funding partner business.

We complement our loan products with diversified online wealth management products which include a comprehensive suite of solutions designed to meet the evolving needs of our investors as they grow in wealth and sophistication, including fixed income, stock, insurance and mutual fund products. Fixed income products currently constitute a significant portion of the online wealth management products we offer, which are primarily delivered through our onshore and offshore platforms such as Wukong Licai, 9F Wallet and 9F Benben , as well as various other platforms such as CSJ Golden Bull , a leading fund rating and distribution platform in China in which we are a major shareholder. The revolving and non-revolving loan products we offer to borrowers and the fixed income products we offer to investors for our loan origination services are online lending information intermediary services for peer-to-peer lending and borrowing that are subject to the applicable PRC laws and regulations, which we refer to as "Online Lending Information Intermediary Services."

Our ecosystem brings together borrowers, investors, financial institution partners and merchant partners, each of whom contribute to, and benefit from the connectivity we provide as follows:

•: Borrowers. Our borrower base, which tends to be young, financially literate and underserved by traditional financial institutions, is drawn to our platform by the tailored user experience offered under One Card . We provide our borrowers with a single point from which to browse products on the One Card Mall and finance any transactions. The loan products we offer to borrowers are funded by investors and institutional funding partners. The number of active borrowers on our platform increased by 171.5% from approximately 1.3 million in 2016 to approximately 3.6 million in 2017, and decreased by 36.3% to approximately 2.3 million in 2018 due to the challenging regulatory environment negatively affecting the growth of our business. The number of active borrowers on our platform was 0.6 million for the three months ended March 31, 2019, representing a 40.0% decrease from 1.0 million for the same period in 2018 due to the continuing challenging regulatory environment.
•: Investors. We provide a comprehensive selection of investment products including fixed income products which were offered to fund the loans facilitated by us on our platform, stock, insurance and mutual fund products. The number of active investors on our platform increased by 66.5% from 0.7 million in 2016 to 1.2 million in 2017, and decreased by 28.6% to 0.9 million in 2018 due to the challenging regulatory environment negatively affecting the growth of our business. The number of active investors on our platform was 0.3 million for the three months ended March 31, 2019, representing a 31.1% decrease from 0.4 million for the same period in 2018 due to the continuing challenging regulatory environment. Our investors tend to re-invest with us,

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which is the recognition of the quality of our services and the trust in our platform and is evidenced by a repeat investment rate of 90.8% in 2018 and 87.1% for the three months ended March 31, 2019. We have served 3.0 million unique investors cumulatively since our inception through March 31, 2019 and the outstanding balance of client assets of fixed income products was RMB47.8 billion (US$7.1 billion) as of March 31, 2019.

•: Financial institution partners. We work with financial institution partners to provide funding to borrowers as well as insurance and guarantee protection to our investors. Our institutional funding partners, such as small and medium sized financial institutions, provide funds to our One Card users directly through our direct lending program. We enable our institutional funding partners to access our borrower base, through our strong risk management capabilities, and in most cases, in collaboration with an insurance company. We have been developing our direct lending program rapidly since 2018 and intend to cooperate with more institutional funding partners to further diversify our funding sources. As of June 30, 2019, our institutional funding partners had approved the funding limit in the aggregate amount of over RMB70 billion (US$10.4 billion) under our direct lending program. The percentage of loan origination volume funded by our institutional funding partners to our total loan origination volume has increased significantly from approximately 10.5% for the three months ended March 31, 2019 to 58.0% for the three months ended June 30, 2019. Our strengthened cooperation with financial institution partners may ease the pressure brought about by the continuing challenging regulatory environment that has negatively affected the growth of our business. We also cooperate with other financial institutions, including insurance companies and a third-party guarantee company to provide insurance and guarantee protection to our investors. An insurance company, when it is engaged under our direct lending program, provides credit insurance protection to institutional funding partners; on the other hand, it also benefits from our risk management capabilities to provide credit insurance on loans of high quality borrowers.
•: Merchant partners. Our merchant partners, including both online and offline consumer vendors across various consumption scenarios, work with us to drive sales and improve consumer engagement. We currently cooperate with more than three million merchant partners, most of which are connected through our One Card -linked China UnionPay payment channels. We primarily enable our merchant partners by driving transaction volumes through the integration of commerce and customer payment facilitation. We further enable our merchant partners through a software-as-a-service ("SaaS") offering, helping to optimize business processes including customer acquisition, marketing, product design and development, risk management and transaction processing.

We benefit from collaboration with a broad network of strategic partners such as China UnionPay and JD.com to expand our borrower and investor base. We partner with financial institutions such as China Taiping and PICC to provide third-party insurance protection to investors that invest in loans we facilitate, which strengthens the credibility of our platform and further enlarges our investor base. PICC, when it is engaged under our direct lending program, also provides credit insurance to institutional funding partners, helping us to expand our institutional funding partner base and promote the rapid development of our direct lending program, which may ease the pressure brought about by the continuing challenging regulatory environment that negatively affect the growth of our business. We plan to work with data modeling service partners such as Talking Data and Alibaba Cloud to jointly build credit risk management models. We are selective in working with partners who are additive to our ecosystem and will continue to seek to develop relationships that will enhance the experience of our borrowers, investors, institutional funding partners and merchant partners.

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artificial intelligence, to target marketing, automated credit decisioning, tiered pricing, anti-fraud modeling and loan collection. While much of our technology infrastructure is proprietary, we also collaborate with a reputable think tank, the China Academy of Sciences, with which we establish a joint laboratory to strengthen and broaden our application of artificial intelligence technology in areas such as voice quality inspection and customer services. Starting from the second half of 2018, we are strengthening our efforts in technology enablement by providing our advanced technologies such as artificial intelligence to empower our customers including financial institutions and companies of other various sectors in target marketing, automated credit decisioning, tiered pricing, anti-fraud modeling and loan collection.

We are a founding member and a standing council member of the National Internet Finance Association of China, and a representative on the Online Lending Committee, a special committee under the National Internet Finance Association of China responsible for formulating industry policies, which allows us to provide support in shaping industry developments.

Our total net revenues increased from RMB2,260.7 million in 2016 to RMB6,741.8 million in 2017, and decreased to RMB5,556.5 million (US$828.0 million) in 2018. Our net income increased from RMB161.6 million in 2016 to RMB723.8 million in 2017, and further increased to RMB1,975.2 million (US$294.3 million) in 2018. Excluding the effect of share-based compensation expenses, our adjusted net income increased from RMB272.1 million in 2016 to RMB2,904.3 million in 2017, and decreased to RMB2,483.3 million (US$370.0 million) in 2018. See "Selected Consolidated Financial Data—Non-GAAP Financial Measures" for a reconciliation of net income to adjusted net income. Our total net revenues increased from RMB1,092.4 million for the three months ended March 31, 2018 to RMB1,204.0 (US$179.4 million) for the same period in 2019. Our net income increased from RMB290.7 million for the three months ended March 31, 2018 to RMB527.4 million (US$78.6 million) for the same period in 2019. Excluding the effect of share-based compensation expenses, our adjusted net income increased from RMB412.3 million for the three months ended March 31, 2018 to RMB561.0 million (US$83.6 million) for the same period in 2019. See "Selected Consolidated Financial Data—Non-GAAP Financial Measures" for a reconciliation of net income to adjusted net income.

Business Metrics

We review a number of operating metrics, including the following, to evaluate our business, measure our performance and make strategic decisions:

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

	2016		2017		% ⁽¹⁾		2018	% ⁽¹⁾			2018		2019	% ⁽¹⁾
Transaction Volume
Loan Origination Volume (billion)		RMB13.9		RMB57.5		314.3	RMB45.6 (US$6.8)		(20.7	)		RMB14.3	RMB9.7 (US$1.4)		(32.1	)
Fixed Income Investment Volume (billion)		RMB32.5		RMB88.9		173.5	RMB82.2 (US$12.2)		(7.5	)		RMB23.7	RMB17.9 (US$2.7)		(24.6	)
Investors
Active Investors (million)		0.7		1.2		66.5	0.9		(28.6	)		0.4	0.3		(31.1	)
Repeat Investors (million) ⁽²⁾		0.5		0.7		28.1	0.6		(10.0	)		0.3	0.3		(16.6	)
Borrowers
Active Borrowers (million)		1.3		3.6		171.5	2.3		(36.3	)		1.0	0.6		(40.0	)
Repeat Borrowers (million) ⁽²⁾		0.3		2.1		521.5	1.9		(9.6	)		0.7	0.6		(15.5	)
Active Users
Active Users (million)		2.0		4.8		134.3	3.2		(34.3	)		1.5	0.9		(37.3	)
Acquisition Costs
New Investor Acquisition Cost ⁽³⁾		RMB162.7		RMB353.4		117.2	RMB655.1 (US$97.6)		85.4			RMB577.1	RMB312.1 (US$46.5)		(45.9	)
New Borrower Acquisition Cost ⁽³⁾		RMB32.5		RMB131.5		304.6	RMB204.0 (US$30.4)		55.1			RMB243.0	RMB324.0 (US$48.3)		33.3

Notes:

(1): Period over period growth is calculated based on numbers before rounding.
(2): Repeat investors and repeat borrowers refer to investors and borrowers who made at least one transaction during a specified period and had made at least two transactions in total on our platform as of the end of such specified period.

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(3): New borrower and new investor refer to a borrower and an investor who made a transaction on our platform for the first time during a specified period, respectively. The cost is calculated by dividing our total costs incurred in acquiring new borrowers or investors by the number of new borrowers or investors, as appropriate, during the specified period. We acquired certain borrowers for our small- and micro-enterprises loan products offered in 2016, which are excluded from the calculation of the new borrower acquisition cost set forth above, as we ceased to offer such loan products in 2016.

	As of December 31,											As of March 31,

	2016			2017			% ⁽¹⁾		2018	% ⁽¹⁾		2019	% ⁽¹⁾
Digital Accounts
Registered Users (million)		27.6			51.6			87.0	72.4		40.2	76.7		6.0
Approved Credit Limit
Approved Credit Limit (billion)	RMB	28.1			RMB84.4			200.3	RMB122.4 (US$18.2)		45.0	RMB128.9 (US$19.2)		5.3
Utilization Rate ⁽²⁾		54.9	%		54.1	%		—	42.5%		—	42.9%		—
Outstanding Credit Balance
Outstanding Loan Balance (billion)	RMB	15.4			RMB45.7			196.4	RMB52.0 (US$7.7)		13.7	RMB55.3 (US$8.2)		6.4
Client Assets
Client Assets of Fixed Income Products (billion) ⁽³⁾	RMB	14.9			RMB44.1			195.2	RMB46.8 (US$7.0)		6.2	RMB47.8 (US$7.1)		2.1
Users with Approved Credit Limit
Users with Approved Credit Limit (million)		1.6			5.4			227.9	7.5		38.0	7.8		4.9

Notes:

(1): Period over period growth is calculated based on numbers before rounding.
(2): Utilization rate is determined by a fraction whose numerator is the outstanding loan balance and denominator is the approved credit limit at a specified point of time.
(3): Client assets of fixed income products refer to the outstanding investment balance of fixed income products at a specified point of time.

Our Online Lending Information Intermediary Services and Status of Our Regulatory Compliance

The revenues generated from our Online Lending Information Intermediary Services accounted for 99.7%, 99.4%, 97.0% and 87.6% of our total net revenues in 2016, 2017, 2018 and for the three months ended March 31, 2019, among which, revenues generated from our revolving and non-revolving loan products charged to borrowers accounted for 93.1%, 92.9%, 88.7% and 76.9%, and revenues generated from our fixed income products charged to investors accounted for 6.6%, 6.5%, 8.3% and 10.7%, respectively, of our total net revenues in 2016, 2017, 2018 and for the three months ended March 31, 2019. Under applicable PRC laws and regulations governing our Online Lending Information Intermediary Services, we are required to submit a self-examination report and go through inspections and verifications by internet finance associations, the Beijing Rectification Office and its competent authorities. We have submitted the self-examination report and relevant associations have commenced the self-discipline inspections on us. As of the date of this prospectus, we have not received any comments on our self-examination report, nor have we heard from such associations regarding such inspections. In May 2019, we were inspected by the Office of Finance of Fangshan District of Beijing, a competent authority under Beijing Rectification Office, and were allowed to link to information disclosure and products registration system. As of the date of this prospectus, we have not received any comments from the Office of Finance of Fangshan District of Beijing. There can be no assurance that we will be able to receive final clearance on our self-examination report, pass the inspections and verifications conducted or to be conducted by internet finance associations, the Beijing Rectification Office and its competent authorities, submit the application for record-filing and complete the record-filing. If we fail to fully comply with the continuing challenging regulatory requirements or fail to complete the record-filing, we may be required to adjust our business model and operations, or even will be forced to terminate our online lending information intermediary business. In addition, Beijing Rectification Office issued a rectification notice, or the 2017 Rectification Notice, to us in February 2017 identifying certain issues in our business operations which were deemed not in full compliance with applicable laws and regulations governing online lending information intermediaries. We have implemented various measures in response to the alleged non-compliance and we believe that we have completed these rectifications to address the issues identified in the 2017 Rectification Notice. However, as of the date of the prospectus, we are uncertain as to whether our rectification measures will be sufficient to ensure full compliance with the regulatory requirements due to the lack of detailed

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interpretation and implementation of these requirements. As of the date of this prospectus, to the best of our knowledge, we do not expect to take further rectification measures to make substantive adjustment to our business operations, and we do not anticipate any material impact on our financial statements resulting from the 2017 Rectification Notice and any current laws, regulations and implemented measures to ensure compliance. Given the challenging and evolving regulatory framework in China, we are not certain whether any future laws, regulations and implemented measures will have any material negative impact on our financial statements. For details, please refer to "Risk Factors—The laws and regulations governing the industries we operate in in China are developing and evolving and subject to changes, and our operations and products have been and may need to continue to be modified to ensure full compliance with applicable laws and regulations. If any of our business practice is deemed to violate any applicable laws, regulations or requirements of regulatory authorities, our business, financial condition and results of operations may be materially and adversely affected."

Industry Overview

China is rebalancing its economy towards consumer spending and technological innovation. Meanwhile, the rapid development of the online-and-offline payment network and the ever-growing internet penetration rate in China have created opportunity for industries to reshape themselves through the application of new internet-based technologies. New technologies have provided sophisticated risk assessment and transaction management solutions, to resolve personal financial pain points and satisfy the growing, underserved and sophisticated demand of nationwide consumers.

Digital financial account platforms are digital account-based platforms that provide a combination of financial services, ranging from investment product sales, personal lending, payments and overall financial management. In 2018, there were approximately 2,000 digital financial account platforms in China, according to Oliver Wyman.

According to Oliver Wyman, in 2018, the market size for personal consumer finance market in China reached RMB9.9 trillion, measured by outstanding balance, taking 20.0% of the total personal credit market in China. Within the personal consumer finance market in China, in 2018, RMB8.4 trillion were credit card loans and offline consumer finance loans and RMB1.5 trillion were online consumer finance market. The online consumer finance market in China has grown significantly with increasing penetration in recent years and is highly fragmented. The online consumer finance market is expected to grow its outstanding balance from its 2018 level to RMB3.3 trillion in 2022 at a CAGR of 22%, higher than the CAGR of 19% for the personal consumer finance market during the same period. Within the online consumer finance market in China, there are two types of players, namely, ecosystems-affiliated financial platforms with an estimated outstanding loan balance of RMB0.9 trillion, and independent marketplace lending platforms with an estimated outstanding loan balance of RMB0.6 trillion in 2018. According to Oliver Wyman, among the independent marketplace lending platforms in China, our market share in the online consumer finance market was approximately 7.5% to 8.3%, in terms of the estimated outstanding loan balance as of December 31, 2018.

Furthermore, China's online wealth management market has also grown significantly in recent years and is highly fragmented. According to Oliver Wyman, the estimated fixed income investment volume of China's independent online wealth management platforms in 2018 was approximately RMB1,656 billion. According to Oliver Wyman, among the independent marketplace lending platforms in China, our market share in the online wealth management market was approximately 7.9% to 8.5%, in terms of the estimated fixed income investment volume in 2018. In 2018, investable assets in China reached RMB167 trillion, and are expected to continue to increase at a CAGR of 10.7%, reaching RMB251 trillion as of 2022, according to Oliver Wyman. Non-traditional financial institutions ("Non-TFI") have become an important part of the wealth management service suppliers, handling assets under management ("AuM") of RMB7.1 trillion in 2018, representing 14% of the overall AuM in the market. The online Non-TFI managed an AuM of RMB4.3 trillion in 2018, accounting for 61% of

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Non-TFI wealth management market. The AuM of Non-TFI is expected to grow at a CAGR of 28.9% to reach RMB19.6 trillion by 2022, while the online market size will grow at a CAGR of 30.6% to reach RMB12.5 trillion, accounting for 64% of the overall AuM of all Non-TFI.

Future success in the digital financial account platforms are expected to be based on following key characteristics:

•: large scale and comprehensiveness of services;
•: strong technology capabilities;
•: strong track record; and
•: easy access to funding.

Our Strengths

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

•: China's leading digital financial account platform with strong brand recognition;
•: powerful network effects;
•: advanced technology capabilities;
•: recurring and capital light financial model; and
•: visionary and experienced management team and strong shareholder base.

Our Strategies

We intend to pursue the following strategies to grow our business:

•: continue to invest in technology, focusing on artificial intelligence and technology enablement;
•: continue to build our ecosystem;
•: broaden our product offerings; and
•: selectively pursue international expansion and strategic investment.

Our Challenges

The successful execution of our strategies is subject to risks and uncertainties related to our business and industry, including those relating to our ability to:

•: operate in emerging and evolving industries;
•: ensure our business operations are in compliance with developing and evolving laws and regulations governing the industries we are operating in in China;
•: recover from decreases in loan origination volume and net revenues as we encountered in 2018;
•: successfully retain existing borrowers, investors, financial institution partners or merchant partners, attract new ones, and develop our direct lending program;
•: respond to changes in user preferences for our products and services and provide a satisfactory user experience on our platform;
•: maintain our current level of fee rates;
•: maintain low delinquency rates for loans originated to our borrowers;

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•: obtain accurate and up-to-date credit and other information regarding prospective borrowers;
•: collect delinquent loans successfully;
•: secure adequate funding from investors and institutional funding partners at a reasonable cost; and
•: maintain relationship with our partners or implement our strategy to develop new relationships with other potential partners.

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

Recent Developments

We have signed a non-binding letter of intent to invest in a non-controlling stake of a domestic licensed financial institution in China. The consummation of the proposed investment is subject to requisite governmental approval.

Corporate History and Structure

We initially conducted our business through Jiufu Shuke Technology Group Co., Ltd. ("Jiufu Shuke," formerly known as Beijing Jiufu Times Investment Consulting Co., Ltd., Jiufu Internet Finance Holdings Group Co., Ltd. and Jiufu Jinke Holdings Group Co., Ltd., successively), a PRC company incorporated in December 2006.

We restructured our corporate organization in 2014. In January 2014, we incorporated our current holding company in the Cayman Islands under the name of JIUFU Financial Technology Service Limited, which was later changed to 9F Inc. in June 2014. In February 2014, we incorporated JIUFU Financial Information Service Limited in Hong Kong ("9F HK"), as a wholly-owned subsidiary of 9F Inc. We incorporated Beijing Jiufu Lianyin Technology Co., Ltd. ("Jiufu Lianyin"), in June 2014 and Shanghai Jiufu Network Co., Ltd., in August 2014 in China as wholly owned subsidiaries of 9F HK.

In August 2014, Jiufu Lianyin obtained effective control over Jiufu Shuke and Beijing Puhui Lianyin Information Technology Co., Ltd. ("Beijing Puhui"), a consolidated affiliated entity incorporated in January 2014 through a series of contractual arrangements. In July 2015 and August 2018, we amended and restated some of the abovementioned contracts with then existing shareholders of Jiufu Shuke and Beijing Puhui.

We currently conduct substantially all of our operations through our PRC and Hong Kong subsidiaries and our consolidated affiliated entities, Jiufu Shuke and Beijing Puhui and their subsidiaries. Jiufu Shuke controls multiple operating subsidiaries in PRC. The online lending platform business, a major part of our business, is mainly conducted by Beijing Jiufu Puhui Information Technology Co., Ltd. ("Jiufu Puhui"), a wholly owned subsidiary of Jinfu Shuke. The loan products related business is mainly conducted by Zhuhai Jiufu Xiaojin Technology Co., Ltd. ("Zhuhai Xiaojin"), a wholly owned subsidiary of Jiufu Shuke, and Xinjiang Teyi Shuke Information Technology Co., Ltd. ("Xinjiang Shuke", formerly known as Xinjiang Jiufu Onecard Information Technology Co., Ltd.). Two of our PRC subsidiaries, Jiufu Lianyin and Zhuhai Hengqin Jiufu Technology Co., Ltd. ("Zhuhai Hengqin"), provide technical support to our operations. Starting in 2018, Zhuhai Hengqin has been transferring its business to certain subsidiaries of Jiufu Shuke due to our internal business restructuring. Jiufu Wukong (Beijing) Technology Co., Ltd. ("Jiufu Wukong"), a wholly owned subsidiary of Zhuhai Xiaojin provides technology support service for the purpose of operating our fixed income products related business.

The net revenues of Jiufu Shuke (together with its subsidiaries), Beijing Puhui and Zhuhai Hengqin in 2016 were RMB367.6 million, nil and RMB1.8 billion, accounting for 16.3%, 0.0% and

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78.4% of our total net revenues, respectively, and the total assets of Jiufu Shuke (together with its subsidiaries), Beijing Puhui and Zhuhai Hengqin as of December 31, 2016 were RMB959.9 million, RMB49 thousand and RMB818.3 million, accounting for 44.6%, 0.0% and 38.0% of our total assets, respectively.

The net revenues of Jiufu Shuke (together with its subsidiaries), Beijing Puhui and Zhuhai Hengqin in 2017 were RMB3.6 billion, nil and RMB2.7 billion, accounting for 52.7%, 0.0% and 40.0% of our total net revenues, respectively, and the total assets of Jiufu Shuke (together with its subsidiaries), Beijing Puhui and Zhuhai Hengqin as of December 31, 2017 were RMB3.0 billion, RMB49 thousand and RMB1.6 billion, accounting for 47.2%, 0.0% and 24.5% of our total assets, respectively.

The net revenues of Jiufu Shuke (together with its subsidiaries), Beijing Puhui and Zhuhai Hengqin in 2018 were RMB5.3 billion (US$0.8 billion), nil and RMB275.5 million (US$41.1 million), accounting for 94.9%, 0.0% and 5.0% of our total net revenues, respectively, and the total assets of Jiufu Shuke (together with its subsidiaries), Beijing Puhui and Zhuhai Hengqin as of December 31, 2018 were RMB6.4 billion (US$1.0 billion), RMB41.0 thousand (US$6.1 thousand) and RMB506.2 million (US$75.4 million), accounting for 70.3%, 0.0% and 5.6% of our total assets, respectively.

The net revenues of Jiufu Shuke (together with its subsidiaries), Beijing Puhui and Zhuhai Hengqin for the three months ended March 31, 2019 were RMB1.2 billion (US$0.2 billion), nil and RMB17.9 million (US$2.7 million), accounting for 98.0%, 0.0% and 1.5% of our total net revenues, respectively, and the total assets of Jiufu Shuke (together with its subsidiaries), Beijing Puhui and Zhuhai Hengqin as of March 31, 2019 were RMB7.1 billion (US$1.1 billion), RMB41.0 thousand (US$6.1 thousand) and RMB449.6 million (US$67.0 million), accounting for 72.4%, 0.0% and 4.6% of our total assets, respectively.

We started to offer offshore stock investment products to provide investors with access to stock trading opportunities in Hong Kong and the U.S. through 9F Primasia Securities Limited, or 9F Primasia Securities, after we acquired the majority of its equity interest in August 2016. In 2018, we started to engage in stock distribution business and provide investors with access to stock subscription opportunities in Hong Kong through 9F Primasia Securities. We provide insurance brokerage business in Hong Kong through 9F Wealth Management Limited, a company we acquired in July 2017.

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significant influence on requisition of extraordinary general meeting of shareholders and quorum required for general meeting of shareholders. Mr. Sun may take actions that are not in the best interest of us or our other shareholders, such as investors in this offering. Furthermore, given our post-offering dual-class shares structure, Mr. Sun will have the ability to control the outcome of all corporate governance matters so long as he beneficially owns at least % of our total issued and outstanding share capital in Class B ordinary shares immediately after the completion of the offering, if the underwriters do not exercise their over-allotment option, or at least % of our total issued and outstanding share capital in Class B ordinary shares immediately after the completion of the offering, if the underwriters exercise their over-allotment option in full, in each case allowing Mr. Sun to have more than one-half of our total voting power immediately after the completion of this offering.

The following diagram illustrates our corporate structure, including our significant subsidiaries, VIEs and other significant subsidiaries held by our VIEs, as of the date of this prospectus:

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Except for Zhuhai Hengqin, which is not our significant subsidiary now due to our internal business restructuring, the following table sets forth the main businesses carried out by our onshore significant subsidiaries, VIEs and other onshore significant subsidiaries held by our VIEs, as of the date of this prospectus:

Entities		Description of Main Businesses

Jiufu Lianyin		Providing online financial account management service, technology support and development, and IT system support services
Jiufu Shuke		Holding company of the majority of our businesses in PRC, also providing online financial account management services
Beijing Puhui		No substantive business
Zhuhai Hengqin*		Providing information consulting and risk management related services, such as credit data collection and analysis services, account management services, loan collection assistance services and borrower referral services
Jiufu Wukong		Providing technology support services for the purpose of operating our fixed income products related business
Zhuhai Xiaojin		Providing information consulting and risk management related services
Jiufu Puhui		Operating our online lending information intermediary platform, or online lending platform, providing information gathering and publish, credit assessment, information interaction, loan facilitation services and account management services
Xinjiang Shuke		Providing information consulting and risk management related services

Note:

*: Revenues of Zhuhai Hengqin consist of loan facilitation services revenue, post-origination services revenue and others revenue. Starting in 2018, Zhuhai Hengqin has been transferring its business to certain subsidiaries of Jiufu Shuke due to our internal business restructuring.

Implication of Being an Emerging Growth Company, a Foreign Private Issuer and a Controlled 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, as amended, or the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other requirements compared to those that are otherwise applicable generally to public companies. These provisions include exemption from the auditor attestation requirement under Section 404 of the Sarbanes-Oxley Act of 2002 in the assessment of the emerging growth company's internal control over financial reporting. The JOBS Act also provides that an emerging growth company does not need to comply with any new or revised financial accounting standards until such date that a private company is otherwise required to comply with such new or revised accounting standards. We do not plan to "opt out" of such exemptions afforded to an emerging growth company.

We will remain an emerging growth company until the earliest of (a) the last day of the fiscal year during which we have total annual gross revenues of at least US$1.07 billion; (b) the last day of our

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fiscal year following the fifth anniversary of the completion of this offering; (c) the date on which we have, during the preceding three-year period, issued more than US$1.0 billion in non-convertible debt; or (d) the date on which we are deemed to be a "large accelerated filer" under the Securities Exchange Act of 1934, as amended, or the Exchange Act, which would occur if the market value of our ADSs that are held by non-affiliates 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.

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 of the securities rules and regulations in the United States that are applicable to U.S. domestic issuers. Moreover, 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. In addition, as an exempted company incorporated in the Cayman Islands, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from the [New York Stock Exchange corporate governance listing standards/Nasdaq listing standards]. These practices may afford less protection to shareholders than they would enjoy if we complied fully with the [New York Stock Exchange corporate governance listing standards/ Nasdaq listing standards].

Corporate Information

Our principal executive offices are located at Jiufu Building, Rongxin Technology Center, Chaoyang District, Beijing, People's Republic of China, 100102. Our telephone number at this address is +86 (10) 8527-6996. Our registered office in the Cayman Islands is located at offices of Maples Corporate Services Limited, P.O. Box 309, Ugland House Grand Cayman, KY1-1104, Cayman Islands.

Investors should submit any inquiries to the address and telephone number of our principal executive offices. Our main website is www.9fgroup.com. The information contained on our website is not a part of this prospectus. Our agent for service of process in the United States is Cogency Global Inc., located at 10E. 40 Street, 10th Floor, New York, NY 10016.

Conventions that Apply to this Prospectus

Unless otherwise indicated or the context otherwise requires, references in this prospectus to:

•: "active borrowers" are to, for a specified period, borrowers who made at least one borrowing transaction with us during that period;
•: "active investors" are to, for a specified period, investors who made at least one investment transaction with us during that period;
•: "active users" are to, for a specified period, users who made at least one borrowing or investment transaction with us during that period. For the avoidance of doubt, users who made

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both borrowing transaction and investment transaction during such specified period are counted twice;

•: "ADSs" are to our American depositary shares, each of which represents Class A ordinary shares;
•: "China" or the "PRC" are to the People's Republic of China, excluding, for the purposes of this prospectus only, Hong Kong, Macau and Taiwan;
•: "Class A ordinary shares" are to our Class A ordinary shares, par value US$0.00001 per share;
•: "Class B ordinary shares" are to our Class B ordinary shares, par value US$0.00001 per share;
•: "delinquency rate" are to loan principal that was 15-30, 31-60, 61-90 and 91-180 calendar days past due as a percentage of the total balance of outstanding principal of loans originated on our platform as of a specific date. Loan products that have been transferred to non-performing loan companies are not included in the calculation of delinquency rate;
•: "financial institution partners" are to financial institutions that provide insurance and guarantee protection to our investors and institutional funding partners, as well as the institutional funding partners;
•: "fixed income products" are to investments in the loans facilitated through online lending information intermediary services for peer-to-peer lending and borrowing that are subject to the applicable PRC laws and regulations;
•: "fixed income investment volume" are to the sum of the principal amount of all investment transactions executed by investors directly on our fixed income products during such period. The calculation of the fixed income investment volume of an investment made by an investor through the automated investing tools does not take into account automated reinvestment enabled by the automated investing tools;
•: "institutional funding partners" are to banks and other institutions which have partnered with us on our direct lending program to fund loans originated to our borrowers;
•: "loan origination volume" are to the total amount of loans originated to our borrowers, including the loan origination volume under our revolving loan products, non-revolving loan products and direct lending program during a given period. Loan origination volume for loans funded by institutional funding partners, regardless of its nature of revolving or non-revolving loans, are counted towards loan origination volume under our direct lending program;
•: "M3+ Delinquency Rates by Vintage" are to the total balance of outstanding principal of a vintage for which any payment of principal is over 90 calendar days past due as of a particular date (adjusted to exclude total amount of past due payments for loan principal that have been subsequently collected in the same vintage), divided by the total initial principal originated in such vintage. Loan products that have been transferred to non-performing loan companies are not included in the calculation of M3+ Delinquency Rates by Vintage;
•: "merchant partners" are to the online merchants and offline merchants connected by our online platforms including the merchants connected through our One Card -linked China UnionPay payment channels;
•: number of "unique investors" in a given period are to the total number of investors who invested in our online wealth management products during such period;
•: number of "unique users" in a given period are to the total number of users who transacted with us during such period;

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•: "Online Lending Information Intermediary Services" are to our online lending information intermediary services for peer-to-peer lending and borrowing that are subject to the applicable PRC laws and regulations, which include the revolving and non-revolving loan products we offer to borrowers and the fixed income products we offer to investors;
•: "outstanding loan balance" are to the total balance of outstanding principal of all the loan products, including revolving loan products, non-revolving loan products and loan products under our direct lending program. Outstanding loan balance for loans funded by institutional funding partners, regardless of its nature of revolving or non-revolving loan products, are counted towards outstanding loan balance under our direct lending program;
•: "ordinary shares" are to our ordinary shares, par value US$0.0001 per share, and immediately after this offering, are to our Class A ordinary shares and Class B ordinary shares, par value US$0.00001 per share;
•: "registered users" at a certain point of time are to the accumulative number of users who have registered their digital accounts with us (identified by registered mobile phone numbers) as of a certain point of time;
•: "repeat investment rate" are to, for a specified period, the volume of the online wealth management products funded by investors who had successfully invested at least twice on our online wealth management platforms out of the total volume of the online wealth management products on our online wealth management platforms;
•: "RMB" and "Renminbi" are to the legal currency of China;
•: "US$," "U.S. dollars," "$" and "dollars" are to the legal currency of the United States;
•: "users" are to our borrowers and investors;
•: "VIEs" or "consolidated affiliated entities" are to Jiufu Shuke Technology Group Co., Ltd. ("Jiufu Shuke," formerly known as Beijing Jiufu Times Investment Consulting Co., Ltd., Jiufu Internet Finance Holdings Group Co., Ltd. and Jiufu Jinke Holdings Group Co., Ltd., successively) and Beijing Puhui Lianyin Information Technology Co., Ltd. ("Beijing Puhui"); and
•: "we," "us," "our company", "our" and "9F" are to 9F Inc., its subsidiaries and its consolidated affiliated entities and their respective subsidiaries, as the context requires.

Unless the context indicates otherwise, all information in this prospectus assumes no exercise by the underwriters of their over-allotment option.

Our reporting currency is Renminbi. This prospectus also contains translations of certain foreign currency amounts into U.S. dollars for the convenience of the reader. Unless otherwise stated, all translations from Renminbi to U.S. dollars were made at RMB6.7112 to US$1.00, the noon buying rate on March 29, 2019 set forth in the H.10 statistical release of the Federal Reserve Board. 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 July 19, 2019, the noon buying rate set forth in the H.10 statistical release of the Federal Reserve Board was RMB6.8812 to US$1.00.

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THE OFFERING


Offering price		We currently estimate that the initial public offering price will be between US$ and US$ per ADS.
ADSs offered by us		ADSs (or ADSs if the underwriters exercise their over-allotment option in full).
[ADSs offered by the selling shareholders		ADSs (or ADSs if the underwriters exercise their over-allotment option in full).]
ADSs outstanding immediately after this offering		ADSs (or ADSs if the underwriters exercise their over-allotment option in full)
Ordinary shares outstanding immediately after this offering		ordinary shares, comprised of Class A ordinary shares and Class B ordinary shares (or ordinary shares if the underwriters exercise their over-allotment option in full, comprised of Class A ordinary shares and Class B ordinary shares).
The ADSs		Each ADS represents Class A ordinary shares, par value US$0.00001 per share.
		The depositary will hold Class A ordinary shares underlying your ADSs. You will have rights as provided in the deposit agreement among us, the depositary and holders and beneficial owners of ADSs from time to time.
		We do not expect to pay dividends in the foreseeable future. If, however, we declare dividends on our ordinary shares, the depositary will pay you the cash dividends and other distributions it receives on Class A our ordinary shares after deducting its fees and expenses in accordance with the terms set forth in the deposit agreement.
		You may turn in your ADSs to the depositary in exchange for Class A ordinary shares. The depositary will charge you fees for any exchange.
		We may amend or terminate the deposit agreement without your consent. If you continue to hold your ADSs after an amendment to the deposit agreement, you agree to be bound by the deposit agreement as amended.
		To better understand the terms of the ADSs, you should carefully read the "Description of American Depositary Shares" section of this prospectus. You should also read the deposit agreement, which is filed as an exhibit to the registration statement that includes this prospectus.

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Over-allotment option		We [and the selling shareholders] have granted to the underwriters an option, exercisable within 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 discount and commissions.
Use of proceeds		We expect that we will receive net proceeds of approximately US$ million from this offering, or approximately US$ million if the underwriters exercise their over-allotment option in full, assuming an initial public offering price of US$ per ADS, which is the midpoint of the estimated range of the initial public offering price, after deducting underwriting discounts and commissions and estimated offering expenses payable by us.
		We plan to use the net proceeds of this offering to advance our growth strategies as follows:
		• approximately % for strengthening our ecosystem, including our efforts to grow the community in our ecosystem and to improve the quality of interactions on our ecosystem;
		• approximately % for broadening our product offerings, including executing our plan to broaden our offered consumption scenarios loan products, to develop enhanced online wealth management products and to nurture our emerging loyalty program;
		• approximately % for investing in research and development, in particularly on artificial intelligence and big data technologies;
		• approximately % for international expansion, including our plan to expand investment in Hong Kong and Southeast Asia, as well as our plan to applying additional licenses that are critical for executing our international business strategies; and
		• the balance for general corporate purposes, including funding potential acquisitions and strategic investments of the targets with advanced technology capabilities or consumption scenarios.
		See "Use of Proceeds" for more information.
		[We will not receive any proceeds from the sale of ADSs by the selling shareholders.]
Lock-up		[We, our directors and executive officers, our existing shareholders and certain option holders] have agreed with the underwriters not to sell, transfer or dispose of any ADSs, ordinary shares or similar securities for a period of 180 days after the date of this prospectus. See "Shares Eligible for Future Sales" and "Underwriting."

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[Directed Share Program		At our request, the underwriters have reserved for sale, at the initial public offering price, up to an aggregate of ADSs offered in this offering to some of our directors, officers, employees, business associates and related persons through a directed share program.]
Listing		We intend to apply to have the ADSs listed on the [New York Stock Exchange/Nasdaq Stock Market] under the symbol "JFG." Our ADSs and shares will not be listed on any other stock exchange or traded on any automated quotation system.
Payment and settlement		The underwriters expect to deliver the ADSs against payment therefor through the facilities of the Depository Trust Company on , 2019.
Depositary		Citibank, N.A.

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

•: is based on 187,106,000 ordinary shares outstanding immediately prior to the completion of this offering, assuming (i) a 1 for 100 share split for all of our shares issued and outstanding, including ordinary shares and preferred shares, as of the date of this prospectus immediately prior to the completion of this offering, (ii) the automatic re-designation of ordinary shares held by Nine F Capital Limited, Stone Cube Capital Ltd. and Xing Technology Inc. into Class B ordinary shares on a one-for-one basis immediately prior to the completion of this offering, (iii) the automatic re-designation of all of our remaining ordinary shares on a one-for-one basis into Class A ordinary shares immediately prior to the completion of this offering, and (iv) the automatic conversion and re-designation of all of our 24,433,200 preferred shares on a one-for-one basis into Class A ordinary shares immediately prior to the completion of this offering;
•: includes Class A ordinary shares in the form of ADSs that we will issue and sell in this offering, assuming the underwriters do not exercise their over-allotment option to purchase additional ADSs representing Class A ordinary shares;
•: excludes Class A ordinary shares issuable upon the exercise of share options outstanding immediately prior to the completion of this offering; and
•: excludes Class A ordinary shares reserved for future issuances under our share incentive plans.

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SUMMARY CONSOLIDATED FINANCIAL DATA

The following summary consolidated statements of operations and comprehensive income data and summary consolidated cash flows data for the years ended December 31, 2016, 2017 and 2018, and summary consolidated balance sheet data as of December 31, 2016, 2017 and 2018 have been derived from our audited consolidated financial statements included elsewhere in this prospectus. The following summary consolidated statements of operations and comprehensive income data and summary consolidated cash flows data for the three months ended March 31, 2018 and 2019, and the summary consolidated balance sheet data as of March 31, 2019 have been derived from our unaudited condensed consolidated financial statements included elsewhere in this prospectus. Our consolidated financial statements are prepared and presented in accordance with U.S. GAAP. Our historical results are not necessarily indicative of results expected for future periods. You should read this Summary Consolidated Financial Data section together with our consolidated financial statements and the related

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notes and "Management's Discussion and Analysis of Financial Condition and Results of Operations" included elsewhere in this prospectus.

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

	2016			2017			2018						2018			2019
	RMB			RMB			RMB			US$			RMB			RMB			US$
	(in thousands, except for per share data)
Summary Consolidated Statements of Operations Data:
Net revenues:
Loan facilitation services		2,157,782			6,272,796			4,960,671			739,163			931,727			1,042,820			155,385
Post-origination services		41,313			256,916			367,439			54,750			93,385			81,252			12,107
Others		61,557			212,068			228,372			34,029			67,320			79,932			11,910

Total net revenues		2,260,652			6,741,780			5,556,482			827,942			1,092,432			1,204,004			179,402
Operating costs and expenses:
Cost of products		—			—			—			—			—			(39,808	)		(5,932	)
Sales and marketing ⁽¹⁾		(1,168,416	)		(2,243,723	)		(1,746,375	)		(260,218	)		(403,627	)		(348,826	)		(51,977	)
Origination and servicing ⁽²⁾		(168,024	)		(502,050	)		(444,830	)		(66,282	)		(117,582	)		(97,727	)		(14,562	)
General and administrative ⁽³⁾		(527,642	)		(3,075,456	)		(1,157,109	)		(172,415	)		(242,362	)		(229,388	)		(34,180	)

Total operating costs and expenses		(1,864,082	)		(5,821,229	)		(3,348,314	)		(498,915	)		(763,571	)		(715,749	)		(106,651	)
Interest income		13,422			73,639			208,350			31,045			29,947			75,782			11,292
Impairment loss		—			—			(23,140	)		(3,448	)		—			—			—
Net loss from disposal of subsidiary		—			(8,135	)		(257	)		(38	)		—			—			—
Gain recognized on remeasurement of previously held equity interest in acquiree		—			—			—			—			—			16,272			2,425
Non-operating income (loss), net		7,719			25,429			25,608			3,815			6,066			(358	)		(53	)

Income before income tax expense and share of profit in equity method investments		417,711			1,011,484			2,418,729			360,401			364,874			579,951			86,415
Income tax expense		(271,132	)		(352,432	)		(402,403	)		(59,960	)		(65,711	)		(54,004	)		(8,047	)
Share of profit (loss) in equity method investments		15,047			64,701			(41,143	)		(6,130	)		(8,427	)		1,435			214

Net Income		161,626			723,753			1,975,183			294,311			290,736			527,382			78,582
Net (income) loss attributable to the non-controlling interest shareholders		(5,588	)		(126,049	)		6,621			987			866			522			78

Net income attributable to 9F Inc .		156,038			597,704			1,981,804			295,298			291,602			527,904			78,660

Change in redemption value of preferred shares		—			(47,759	)		(17,225	)		(2,567	)		(4,247	)		(4,248	)		(633	)
Deemed dividend to preferred shareholders		—			(103,550	)		—			—			—			—			—

Net income attributable to ordinary shareholders		156,038			446,395			1,964,579			292,731			287,355			523,656			78,027



Net income per ordinary shares
Basic ⁽⁴⁾		114.86			322.56			1,057.33			157.55			156.25			279.87			41.70
Diluted ⁽⁴⁾		106.69			292.83			940.58			140.15			138.32			244.37			36.41
Weighted average number of ordinary shares used in computing net income per share
Basic ⁽⁵⁾		1,239,018			1,244,137			1,626,728			1,626,728			1,626,728			1,626,728			1,626,728
Diluted ⁽⁵⁾		1,343,052			1,384,655			1,857,352			1,857,352			1,942,492			2,006,017			2,006,017
Net income		161,626			723,753			1,975,183			294,311			290,736			527,382			78,582
Other comprehensive income
Foreign currency translation adjustment, net of tax of nil		17,372			(33,065	)		84,430			12,580			(31,063	)		(33,715	)		(5,023	)
Unrealized gains (losses) on available for sale investments, net of tax of nil		194			1,071			(1,146	)		(171	)		(127	)		499			74

Total comprehensive income		179,192			691,759			2,058,467			306,720			259,546			494,166			73,633
Total comprehensive (income) loss attributable to the non-controlling interest shareholders		(5,588	)		(126,049	)		6,621			987			866			522			78

Total comprehensive income attributable to 9F Inc .		173,604			565,710			2,065,088			307,707			260,412			494,688			73,711

Notes:

(1): Sales and marketing expenses include services provided by related parties of RMB168.3 million, RMB417.1 million and RMB37.8 million (US$5.6 million) in 2016, 2017 and 2018, respectively, and RMB11.9 million and RMB7.7 million (US$1.1 million) for the three months ended March 31, 2018 and 2019, respectively.
(2): Origination and servicing expenses include services provided by related parties of RMB11.6 million, RMB81.8 million and RMB39.0 million (US$5.8 million) in 2016, 2017 and 2018, respectively, and RMB17.2 million and RMB2.9 million (US$0.4 million) for the three months ended March 31, 2018 and 2019, respectively.
(3): General and administrative expenses include share-based compensation of RMB110.4 million, RMB2,180.5 million and RMB508.2 million (US$75.7 million) in 2016, 2017 and 2018, respectively, and RMB121.6 million and RMB33.7 million (US$5.0 million) for the three months ended March 31, 2018 and 2019, respectively.
(4): After giving effect to a 1 for 100 share split of our shares issued and outstanding as of the date of this prospectus immediately prior to the completion of this offering, basic net income per ordinary shares would have been RMB1.15, RMB3.23, RMB10.57 (US$1.58),

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RMB1.56, and RMB2.80 (US$0.42) for the years ended December 31, 2016, 2017, and 2018 and for the three months ended March 31, 2018 and 2019, respectively. Diluted net income per ordinary shares would have been RMB1.07, RMB2.93, RMB9.41 (US$1.40), RMB1.38, and RMB2.44 (US$0.36) for the years ended December 31, 2016, 2017, and 2018 and for the three months ended March 31, 2018 and 2019, respectively.

(5): After giving effect to a 1 for 100 stock split of our shares issued and outstanding as of the date of this prospectus immediately prior to the completion of this offering, weighted average number of ordinary shares used in computing basic net income per shares would have been 123,901,800, 124,413,700, 162,672,800, 162,672,800, and 162,672,800 for the years ended December 31, 2016, 2017, and 2018 and for the three months ended March 31, 2018 and 2019, respectively. Weighted average number of ordinary shares used in computing diluted net income per shares would have been 134,305,200, 138,465,500, 185,735,200, 194,249,200, and 200,601,700 for the years ended December 31, 2016, 2017, and 2018 and for the three months ended March 31, 2018 and 2019, respectively.

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The following table presents our summary consolidated balance sheet data as of the dates indicated:

	As of December 31,								As of March 31,

	2016		2017		2018				2019
	RMB		RMB		RMB		US$		RMB		US$
	(in thousands)
Summary Consolidated Balance Sheets Data:
Assets
Cash and cash equivalents		1,238,490		3,778,115		5,469,077		814,918		6,452,209		961,409
Restricted cash		146,129		671		—		—		—		—
Term deposits		—		700,000		833,478		124,192		276,768		41,240
Accounts receivable, net of allowance for doubtful accounts of RMB27,730, RMB29,611, RMB1,053 and RMB919 (US$137) as of December 31, 2016, 2017, 2018, and March 31, 2019, respectively		81,048		300,058		180,141		26,842		246,818		36,777
Other receivables, net of allowance for doubtful accounts of RMB5,010, RMB5,010, RMB5,010 and RMB5,010 (US$747) as of December 31, 2016, 2017, 2018, and March 31, 2019, respectively		184,029		91,428		146,438		21,820		141,790		21,127
Loan receivables, net of allowance for doubtful accounts of nil, nil, nil and RMB20,036 (US$2,985) as of December 2016, 2017, 2018 and March 31, 2019, respectively		84,770		126,200		593,943		88,500		551,976		82,247
Prepaid expenses and other assets		139,518		524,321		543,088		80,923		502,994		74,948
Long-term investments		152,028		509,736		954,158		142,174		936,861		139,597
Total Assets		2,153,661		6,275,783		9,107,961		1,357,129		9,786,747		1,458,271
Liabilities
Deferred revenue		94,176		384,070		346,847		51,682		341,449		50,877
Income tax payable		301,219		463,977		315,868		47,067		318,828		47,507
Accrued expenses and other liabilities		500,600		795,447		745,307		111,054		738,066		109,976
Total Liabilities		939,709		1,750,732		1,470,621		219,130		1,604,187		239,031
Mezzanine equity:
Series A convertible redeemable preferred shares (US$0.0001 par value; 119,506 shares authorized, issued and outstanding as of December 31, 2016, 2017 and 2018 and March 31, 2019, respectively; liquidation value of RMB296,032)		215,317		263,076		280,301		41,766		284,549		42,399
Series B convertible redeemable preferred shares (US$0.0001 par value; nil, 28,303, 28303 and 28,303 shares authorized, issued and outstanding as of December 31, 2016, 2017 and 2018 and March 31, 2019, respectively; liquidation value of nil, 224,467, 224,467 and RMB224,467 as of December 31, 2016, 2017 and 2018 and March 31, 2019, respectively)		—		202,086		202,086		30,112		202,086		30,112
Series C convertible redeemable preferred shares (US$0.0001 par value; nil, 50,518, 50,518 and 50,518 shares authorized, issued and outstanding as of December 31, 2016, 2017 and 2018 and March 31, 2019, respectively; liquidation value of nil, 400,652, 400,652 and RMB400,652 as of December 31, 2016, 2017 and 2018 and March 31, 2019, respectively)		—		355,248		355,248		52,934		355,248		52,934
Series D convertible redeemable preferred shares (US$0.0001 par value; nil, nil, 35,180 and 35,180 shares authorized, issued and outstanding as of December 31, 2016, 2017 and 2018 and March 31, 2019, respectively; liquidation value of nil, nil, RMB469,654 and RMB469,654 as of December 31, 2016, 2017 and 2018 and March 31, 2019, respectively)		—		—		408,358		60,847		408,358		60,847
Series E convertible redeemable preferred shares (US$0.0001 par value; nil, nil, 10,825 and 10,825 shares authorized, issued and outstanding as of December 31, 2016, 2017 and 2018 and March 31, 2019, respectively; liquidation value of nil, nil, RMB157,447 and RMB157,447 as of December 31, 2016, 2017 and 2018 and March 31, 2019, respectively)		—		—		136,427		20,328		136,427		20,328
Total Shareholders' Equity		998,635		3,704,641		6,254,920		932,012		6,795,892		1,012,620

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The following table presents our summary consolidated cash flow data for the periods indicated:

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

	2016			2017			2018						2018			2019
	RMB			RMB			RMB			US$			RMB			RMB		US$
	(in thousands)
Summary Consolidated Cash Flow Data:
Net cash provided by operating activities		413,972			2,865,590			2,345,892			349,549			437,325			491,352		73,210
Net cash (used in)/provided by investing activities		(222,910	)		(1,011,683	)		(1,236,820	)		(184,294	)		(577,729	)		496,864		74,035
Net cash provided by financing activities		701			563,360			545,886			81,339			408,358			1,532		228
Net increase in cash, cash equivalents and restricted cash		204,499			2,394,167			1,690,291			251,861			243,831			983,132		146,491
Cash, cash equivalents and restricted cash at beginning of the year/period		1,180,120			1,384,619			3,778,786			563,067			3,778,786			5,469,077		814,918
Cash, cash equivalents and restricted cash at end of the year/period		1,384,619			3,778,786			5,469,077			814,918			4,022,617			6,452,209		961,409

Non-GAAP Financial Measure

In evaluating our business, we consider and use adjusted net income, a non-GAAP measure, as a supplemental measure to review and assess our operating performance. The presentation of the non-GAAP financial measure is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with U.S. GAAP. We define adjusted net income as net income excluding share-based compensation expenses.

We present this non-GAAP financial measure because it is used by our management to evaluate our operating performance and formulate business plans. We believe that adjusted net income helps identify underlying trends in our business that could otherwise be distorted by the effect of certain expenses that we include in net income. We believe that adjusted net income provides useful information about our operating results, enhances the overall understanding of our past performance and future prospects and allows for greater visibility with respect to key metrics used by our management in its financial and operational decision-making.

This non-GAAP financial measure is not defined under U.S. GAAP and is not presented in accordance with U.S. GAAP. The non-GAAP financial measure has limitations as an analytical tool. One of the key limitations of using adjusted net income is that it does not reflect all items of income and expense that affect our operations. Share-based compensation expenses have been and may continue to be incurred in our business and are not reflected in the presentation of adjusted net

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income. Further, this non-GAAP measure may differ from the non-GAAP financial information used by other companies, including peer companies, and therefore their comparability may be limited.

We mitigate these limitations by presenting the non-GAAP financial measure only supplementally to the most directly comparable U.S. GAAP financial measure and by reconciling the non-GAAP financial measure to the most directly comparable U.S. GAAP financial measure, which should be considered when evaluating our performance. We encourage you to review our financial information in its entirety and not rely on a single financial measure.

The following table reconciles our adjusted net income for periods indicated to the most directly comparable financial measure calculated and presented in accordance with U.S. GAAP, which is net income:

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

	2016		2017		2018				2018		2019
	RMB		RMB		RMB		US$		RMB		RMB		US$
	(in thousands)
Reconciliation of Net Income to Adjusted Net Income :
Net income		161,626		723,753		1,975,183		294,311		290,736		527,382		78,582
Add:
Share-based compensation expenses		110,429		2,180,505		508,162		75,719		121,582		33,660		5,016
Less:
Tax effect of adjustments ⁽¹⁾		—		—		—		—		—		—		—

Adjusted net income		272,055		2,904,258		2,483,345		370,030		412,318		561,042		83,598

Note:

(1): The Company was incorporated in the Cayman Islands. Under the current laws of the Cayman Islands, it is not subject to tax on either income or capital gain. As shared based compensation is issued by the Company and recorded as shared-based compensation expense at the Company's financial statements, the tax impact of the adjustment relating to shared-based compensation is nil in the consolidated financial statements.

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RISK FACTORS

An investment in our ADSs involves significant risks. You should consider carefully all of the information in this prospectus, including the risks and uncertainties described below, before making an investment in our ADSs. Any of the following risks could have a material and adverse effect on our business, financial condition and results of operations. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our business, prospects, financial condition, results of operations, cash flows and ability to pay dividends, and you may lose all or part of your investment.

Risks Related to Our Business and Industry

We operate in emerging and evolving industries, and our operations and products have been and may need to be modified in answering to the latest market trends, which makes it difficult to evaluate our future prospects.

The industries we are operating in are emerging and in general remain at relatively preliminary stages of development and may not continue to develop as rapidly as expected. The regulatory framework for the industries we operate in is also evolving and may remain uncertain for the foreseeable future. Furthermore, there are few established players with business models similar to ours in these industries. Potential borrowers, investors and our partners may not be familiar with the industries we are operating in, and may not fully appreciate the value we add and may have difficulty distinguishing our products and services from those of our competitors.

Furthermore, our past growth rates may not be indicative of our future growth. We have experienced rapid growth, particularly in our user base and transaction volume, in 2017. Recently, however, we have not sustained this growth rate. We have an operating history of more than 10 years but our digital financial account One Card was only launched in 2017 and our representative online wealth management platforms Wukong Licai , 9F Wallet and 9F Puhui , each launched in 2014, 2015 and early 2017, respectively. We may continue to introduce new products and services and make modifications to existing ones in response to or in anticipation of changes in industry landscape, user needs or regulatory scheme. Each of these modifications calls for significant time and resource devotion of both our managements, which may have an adverse impact on our financial condition, while we cannot assure you that our attempts to make such modifications will continue to be successful, profitable or widely accepted. Furthermore, as modifications may materially change the way we conduct our business, they may render the projection of our future operations obsolete, and therefore the future prospect may be difficult to evaluate.

In addition, in connection with the introduction of new products and services or in response to general economic conditions, we may impose more stringent borrower qualifications to ensure the quality of loan products which may negatively affect the growth of our business. It is therefore difficult to effectively assess our future prospects. You should consider our business and prospects in light of the risks and challenges we encounter or may encounter in this developing and rapidly evolving market. These risks and challenges include our ability to, among other things:

•: navigate an evolving regulatory environment;
•: expand the base of our borrowers, investors and partners;
•: enhance our risk management capabilities and maintain low delinquency rates of transactions facilitate by us;
•: diversify our fundings sources;
•: improve our operational efficiency;

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•: continue to scale our technology infrastructure to support the growth of our platform and higher transaction volume;
•: broaden our product and service offerings;
•: increase the utilization of our loan products by existing borrowers as well as new borrowers;
•: operate without being adversely affected by the negative publicity about the industries in general and our company in particular, if any;
•: maintain the security of our platform and the confidentiality of the information provided and utilized across our platforms;
•: attract, retain and motivate talented employees to support our business growth;
•: navigate economic condition and fluctuation; and
•: defend ourselves in litigation, and against regulatory, intellectual property, privacy or other claims.

We are subject to all risks and challenges inherent in developing business enterprise in emerging and evolving industries. If the industries do not develop as we expect, if we fail to educate potential borrowers, investors and partners about the value of our platform, products and services, or if we fail to address the needs of our borrowers, investors and partners, or other risks and challenges, our business and results of operations will be materially and adversely affected.

The laws and regulations governing the industries we operate in in China are developing and evolving and subject to changes, and our operations and products have been and may need to continue to be modified to ensure full compliance with applicable laws and regulations. If any of our business practice is deemed to violate any applicable laws, regulations or requirements of regulatory authorities, our business, financial condition and results of operations may be materially and adversely affected.

Since mid-2015, the PRC government and relevant regulatory authorities have issued various laws and regulations governing the industries we operate in, including, among others, the Guidelines on Promoting the Healthy Development of Internet Finance, or the Internet Finance Guidelines, the Interim Measures for Administration of the Business Activities of Online Lending Information Intermediaries, or the Interim Measures, the Guidelines on Online Lending Funds Custodian Business, or the Custodian Guidelines, the Guidelines on Administration of the Record-filing of Online Lending Information Intermediaries, or the Record-filing Guidelines, the Guidelines on Information Disclosure of Business Activities of Online Lending Information Intermediaries, or the Information Disclosure Guidelines, the Notice on the Performance of Check and Rectification of Cash Loan Business Activities and its supplementary notice, or the Notice on Cash Loan, the Notice on Rectification of Cash Loan Businesses, or the Circular 141, the Notice on Rectification and Inspection Acceptance of Risk of Online Lending, or the Circular 57 and the Notice on Conducting Compliance Inspection of the P2P Online Lending Information Intermediaries, or the Compliance Inspection Notice. See "Regulation—Regulations Related to our Business Operation in China—Regulations Related to Online Lending Information Intermediary Services."

To comply with existing laws, regulations, rules and governmental policies relating to the industries we are operating in, we have implemented and will continue to implement various policies and procedures to conduct our business and operations. However, due to the lack of detailed rules and the fact that the relevant laws, regulations, rules and governmental policies are expected to continue to evolve, we cannot be certain that our existing practices will not be deemed to violate any existing or future rules, laws and regulations. In addition, if there is any change to the existing PRC laws and regulations, we may be required to change the way we conduct our business or we may have to change our products and services into those that are less attractive to our users to ensure compliance, which may materially and adversely affect our business, financial condition and results of operation. For

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example, due to the tightened regulatory framework limiting the growth of online lending platforms in terms of, among other things, business scale, number of users, loan facilitation amount and outstanding loan balance, certain of our operating and financial metrics, such as active users and net revenues, have decreased in 2018 compared to that of 2017.

(i): If we fail to pass the compliance inspection and complete the record-filing for our Online Lending Information Intermediary Services, we may be forced to terminate our Online Lending Information Intermediary Services.

The Interim Measures introduced a record-filing and licensing regime, which requires online lending information intermediaries to register with the local financial regulatory authority. Our online lending information intermediary platform, Jiufu Puhui , operated by Jiufu Puhui, a subsidiary of one of our variable interest entities, is required to complete the record-filing with the local financial regulator. In December 2017, the Office of Leading Group on Special Rectification of Risks in the Online Lending, or the National Rectification Office issued the Circular 57, which requires certain local governmental authorities to establish an inspection team to conduct risk rectification inspections on online lending information intermediaries within their jurisdictions. For an intermediary that fails the inspection, it will be required to transfer its online lending information intermediary services to other intermediaries, or to terminate the business and exit the markets gradually, or be banned from conducting the business according to relevant laws and regulations, depending on the reasons for its failure to pass the inspection. Circular 57 also requires local authorities to complete record-filings of online lending information intermediaries within its jurisdiction by the end of April 2018, except that the deadline for certain complicated cases may be postponed to May 2018 or June 2018. However, the record-filings of online lending information intermediaries have not yet been officially launched nationwide. As of the date of this prospectus, there has been no announcement as to when the filings will be completed. On August 13, 2018, the National Rectification Office issued the Compliance Inspection Notice, which requires each online lending information intermediary to be further inspected at three levels, including self-inspection carried out by the online lending information intermediary itself, self-discipline inspection carried out by a local internet finance association and/or the National Internet Finance Association of China, and the administrative verification carried out by the provincial online lending rectification office. Pursuant to the Compliance Inspection Notice, the compliance inspection shall be completed by the end of December 2018. The online lending information intermediaries that generally meet the requirement of being an intermediary and various standards will be allowed to link to the information disclosure and products registration system. After a period of operation and inspection, the online lending information intermediaries that meet relevant requirements can apply for record-filing. The standards and procedures for linking to the system and record-filing will be promulgated by the regulators separately. On August 24, 2018, the Office of Beijing Municipal Leading Group on Special Rectification of Risks in the Internet Finance, or Beijing Rectification Office, issued a Notice on Launch of Self-Inspection of P2P Online Lending Information Intermediaries Registered in Beijing, which requires the P2P online intermediaries registered in Beijing to commence self-inspection and to submit self-examination reports by September 30, 2018 and in any event no later than October 15, 2018. On August 27, 2018, the Beijing Internet Finance Association issued the Announcement on Launch of the Self-discipline Inspection of the Online Lending Information Intermediaries Registered in Beijing, which provides that the self-discipline inspection by it shall commence on September 10, 2018 and be completed by November 30, 2018.

In February 2017, the Beijing Rectification Office issued a rectification notice to Jiufu Puhui, or the 2017 Rectification Notice. The 2017 Rectification Notice identified certain issues in Jiufu Puhui's business operations which were deemed by the Beijing Rectification Office not to be in full compliance with applicable laws and regulations governing online lending information intermediaries, which include, among others, (i) failure to obtain or update relevant licenses, (ii) lack of certain internal control rules pertaining to examination of the qualification of lenders and borrowers, authenticity of

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information as well as the authenticity and legitimacy of financing projects, (iii) providing guarantee through risk reserve funds, (iv) failure to disclose to lenders adequate information about borrowers and financing projects, risk assessment and potential risk results, outstanding balance of the loan, and failure to disclose the audit report, compliance report and information security report of Jiufu Puhui issued by third-party agencies in a reasonable manner, and lack of a special column on its official websites for disclosing information on business operation and management, and (v) the balance of loans borrowed by the same individual exceeding the statutory borrowing limits. We have implemented various measures in response to the alleged non-compliance. In particular, for issue mentioned in subsection (i) above, Jiufu Puhui obtained a value-added telecommunications service operating license for internet information services, or an ICP License on January 10, 2017, and please see paragraph (ii) below for details. For issue mentioned in subsection (ii) above, we examined our practice and then reported to the Beijing Rectification Office that Jiufu Puhui had set up the required internal control rules and the alleged lack of the relevant internal control rules did not apply to us. For issue mentioned in subsection (iii) above, we began to use an investors' protection plan featured third-party insurance and guarantee protection mechanism, as amended, instead of providing guarantee through quality assurance fund from our own custodian bank since August 2016, and please see paragraph (v) below and "Business—Risk Management—Investor Protection Mechanism." for details. For issue mentioned in subsection (iv) above, we opened a special column on our official websites for information disclosure, publishing the audit report and compliance report of Jiufu Puhui issued by the relevant third-party agencies, and conducted the necessary rectification on other information disclosure aspects in compliance with relevant laws and regulations, and please see paragraph (ix) below for details. For the subsection (v) above, we stopped granting loans to the same individual in an aggregate amount exceeding RMB200,000 since the beginning of 2017 and have also gradually reduced the balance of loans that exceeding the RMB200,000 limit, and please see paragraph (iv) below for details. We believe that we have completed these rectifications to address the issues identified in the 2017 Rectification Notice and do not need to implement additional rectification measures in response to the alleged non-compliance above. However, as of the date of the prospectus, we are uncertain as to whether our rectification measures will be sufficient to ensure full compliance with the regulatory requirements due to the lack of detailed interpretation and implementation of these requirements. See paragraphs (ii) - (ix) below for details. As the Compliance Inspection Notice issued in August 2018 provides for updated procedures and requirements for inspections and rectifications, we are required to submit a self-examination report and go through inspections and verifications by internet finance associations, the Beijing Rectification Office and its competent authorities in accordance with these new rules, instead of submitting further reports in response to the 2017 Rectification Notice. We submitted the self-examination report on September 27, 2018 and as of the date of this prospectus, we have not received any comments from Beijing Rectification Office on our self-examination report. The National Internet Finance Association of China has commenced the self-discipline inspection on us since October 2018, the Beijing Internet Finance Association has commenced the self-discipline inspection on us since November 2018, and as of the date of this prospectus, we have not received any comments from the National Internet Finance Association of China or the Beijing Internet Finance Association. In May 2019, we were inspected by the Office of Finance of Fangshan District of Beijing, a competent authority under Beijing Rectification Office, and were allowed to link to information disclosure and products registration system. As of the date of this prospectus, we have not received any comments from the Office of Finance of Fangshan District of Beijing.

It was reported recently that the Leading Group Office of the Internet Financial Risk Rectification Campaign and the National Rectification Office jointly held a symposium on rectification of risks in online lending business in July 2019, the main contents of which cover, among others, (i) in the third quarter of 2019, relevant authorities will continue to strictly implement the requirements of reducing number of online lending platforms, their business scale and number of involved borrowers and lenders; (ii) for those institutions that fulfill the requirements in terms of the area such as capital requirements and professional management capabilities, they will be allowed and encouraged to apply

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to change their business into the business such as online microfinance and consumer finance; (iii) for those institutions that intend to change their business or exit from the online lending information intermediary industry, relevant authorities will supervise such institutions to formulate and implement the exit plan as soon as possible; and (iv) in the fourth quarter of 2019, on the basis of the completion of the works such as compliance inspection, connection of relevant information system, data verification, relevant authorities will carry out classification and management of online lending institutions on a case-by-case basis, and allow the qualified institutions to be accepted into the list of regulatory pilot. There can be no assurance that we will be able to receive final clearance on our self-examination report, pass the inspections and verifications conducted or to be conducted by internet finance associations, the Beijing Rectification Office and its competent authorities, submit the application for record-filing and complete the record-filing. If we fail to fully comply with the continuing challenging regulatory requirements or fail to complete the record-filing, we may be required to adjust our business model and operations, or even will be forced to terminate our online lending information intermediary business. As of the date of this prospectus, to the best of our knowledge, we do not expect to take further rectification measures to make substantive adjustment to our business operations, and we do not anticipate any material impact on our financial statements resulting from the 2017 Rectification Notice and any current laws, regulations and implemented measures to ensure compliance. Given the challenging and evolving regulatory framework in China, we are not certain whether any future laws, regulations and implemented measures will have any material negative impact on our financial statements.

(ii): If we fail to obtain, renew and update necessary licenses, we may be subject to fines and forced to discontinue our relevant business or impose restrictions on the affected portion of our business, which may have a material adverse effect on our business and results of operations.

We may be required to apply for additional licenses for our business operations. The Interim Measures requires online lending information intermediaries to include online lending information intermediary services within its business scope, and to obtain a telecommunication business license from the relevant telecommunication regulatory authority. Jiufu Puhui has obtained an ICP License. However, it is uncertain whether the online lending information intermediary services we provided are subject to a value-added telecommunications service operating license for the online data processing and transaction processing services, or an EDI License. In addition, Jiufu Puhui has not included online lending information intermediary services within its business scope. Jiufu Puhui plans to update its business scope set forth in its business license and if required by the competent governmental authorities, to apply for the EDI License after completion of recording-filing with the local financial regulator. Besides, the operation of our online shopping platform One Card Mall may also be subject to certain licenses we have not obtained, such as EDI license and payment business license. We are in the process of applying for an EDI license, and we plan to obtain a payment business license through acquisition. However, we cannot assure you that we can obtain such licenses successfully. If the relevant governmental authorities consider that we were operating without the proper approvals, licenses or permits or promulgates new laws and regulations that require additional approvals or licenses or imposes additional restrictions on the operation of any part of our business, it has the power, among other things, to levy fines, confiscate our income, revoke our business licenses, and require us to discontinue our relevant business or impose restrictions on the affected portion of our business. Any of these actions by the relevant governmental authorities may have a material adverse effect on our business and results of operations.

(iii): Increasing restrictions on our custodian bank arrangement may require us to amend our custody account agreement with Huaxia Bank or seek an alternative qualified custodian bank.

As the Interim Measures requires the intermediaries that provide online lending information intermediary services to set up custody accounts with qualified banks to hold user funds, and the

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Custodian Guidelines further require that the intermediaries shall designate a unique custodian, which shall be a commercial bank, as its fund custody institution. We have entered into an agreement with China Huaxia Bank Beijing Branch, under which the bank provides fund depositary services for borrowers and investors. Although we believe the custodian mechanism in this agreement is in compliance with the requirement of the Interim Measures, the Custodian Guidelines and the regulatory authorities, we may need to amend the agreement to comply with the Custodian Guidelines in the event of any newly promulgated detailed implementation rules pursuant to the Custodian Guidelines, or other new laws and regulations regulating the custodian mechanism applicable to online lending information intermediaries. In addition, Circular 57 requires online lending information intermediaries to set up custodian accounts with qualified banks that have passed certain testing and evaluation procedures run by the National Rectification Office to hold customer funds. The National Rectification Office has authorized the National Internet Finance Association of China to run the testing and evaluation. Pursuant to a statement made by China Huaxia Bank on September 18, 2018 and published on the national internet finance registration and disclosure services platform, which is operated by the National Internet Finance Association of China, on September 20, 2018, China Huaxia Bank has passed such testing and evaluation procedures on September 14, 2018. However, if China Huaxia Bank fails to maintain its qualification in future, we may have to seek to cooperate with another custodian bank satisfying the relevant regulatory requirements, and we cannot assure you that under such circumstances, we will be able to find and reach an agreement with a qualified bank in a timely manner or with terms commercially favorable to us. In that case, our rectification and record-filing application progress, as well as our business, may be materially and adversely affected.

(iv): The aggregate amount extended to any borrower through our platform and other online lending information intermediaries may exceed the applicable borrowing limits.

The Interim Measures requires that the balance of loans borrowed by the same individual must not exceed RMB200,000 on a single online lending information intermediary and not exceed RMB1 million in the aggregate on all online lending information intermediaries in the PRC. Circular 57 and the Issue Checklist for Compliance Inspection of Online Lending Information Intermediaries issued by the National Rectification Office simultaneously with the Compliance Inspection Notice, or the Compliance Inspection Checklist, further prohibits online lending information intermediaries from facilitating any new loans exceeding the foregoing borrowing limits after August 24, 2018. We currently do not offer loans to the same individual in an aggregate amount exceeding RMB200,000. We determine whether borrowers have additional outstanding loans using external databases at the time they apply for a loan through our platform. We also review borrower records on a regular basis. However, due to the lack of an industry-wide information sharing arrangement, there can be no assurance that the aggregate amount borrowed by any borrower through our platform and other online lending information intermediaries does not exceed the RMB1 million borrowing limit set out by the Interim Measures.

(v): If our existing practice is viewed by the PRC regulatory authorities as that we are providing security or guarantee to the investors, we may be required to change our business operations relating to the protection of investors.

The Interim Measures prohibits online lending information intermediaries from providing any security or guarantee to investors on the principal or return of their investments. Circular 57 further prohibits online lending information intermediaries from setting up new risk reserve funds or increasing existing risk reserve funds, and requires them to gradually reduce the existing risk reserve funds. There are also certain legal requirements governing guarantee companies under PRC laws and regulations. Historically, we charged borrowers quality assurance fund at a floating rate of the loan principal and deposited the quality assurance fund in our custodian bank account. In addition, if the loan repayment proceeds we received from the borrowers were higher than the expected return of the investor, the

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higher portion will be deposited in our custodian bank account in the form of quality assurance fund. We used to use the total amount of quality assurance fund in our custodian bank account to compensate the affected investors when the loans become due, which may be viewed as we providing a security interest or guarantee to our individual investors and is expressly prohibited under Circular 57. We have changed our practices and are now cooperating with a financing guarantee company and insurance companies. The money contribution to the depository account together with the guarantee cost, if applicable, are paid to the financing guarantee company, and the insurance premiums are paid to the insurance companies, respectively. However, it is uncertain how the Interim Measures, Circular 57 and the PRC laws and regulations governing guarantee companies and insurance companies will be interpreted due to the lack of detailed implementation rules. As a result, we cannot rule out the possibility that our existing practice might be viewed by the PRC regulatory authorities as that we are providing security or guarantee to the investors, the financing guarantee company or the insurance companies or otherwise violating the Interim Measures, Circular 57 and other PRC laws and regulations as the interpretation and implementation of the PRC laws and regulations evolve. In such event, we may be required to change our business operations relating to the protection of investors, which may make us less attractive to our funding sources, and may materially and adversely affect our business, financial condition and results of operations.

(vi): If any of our products are viewed by the relevant governmental authorities as resulting in transfers prohibited under Circular 57, we may be required to modify our current business practices or be subject to other penalties.

Circular 57 permits low frequency transfers of lenders' rights to loans between lenders for liquidity purpose, but expressly prohibits certain transfers, including transfers of lenders' rights in form of assets-backed securities, trust assets, fund properties and certain other form of securities, and transfers as a result of online lending information intermediaries providing current or fixed-term financial products to lenders, the terms of which are not consistent with the terms that the corresponding borrowers intend to borrow the loans for. It also prohibits online lending information intermediaries from facilitating lenders to borrow on their platforms by using their creditors' rights to loans as pledge or mortgage for liquidity purpose. The Compliance Inspection Checklist further sets forth certain prohibited actions and exceptions in respect of inconsistent lending and borrowing terms. We allow and facilitate lenders to transfer their rights to loans on our platform. Due to lack of detailed implementation rules to Circular 57 and the Compliance Inspection Checklist, we cannot assure you that all our practices would be deemed to comply with Circular 57 and the Compliance Inspection Checklist. If any of our products are viewed by the relevant governmental authorities as resulting in transfers and other actions prohibited under Circular 57 and the Compliance Inspection Checklist, we may be required to modify our current business practices or be subject to other penalties, which could be costly, and as a result, our business, financial condition and results of operations might be materially and adversely affected.

(vii): If any loan products we provide are deemed as cash loans by the relevant governmental authorities, we may be required to modify our current business practices and cease to facilitate such loans, or be subject to other penalties.

In April 2017, the National Rectification Office, issued the Notice on Cash Loan, which requires the local branches of the National Rectification Office to conduct a comprehensive review and inspection of the cash loan business of online lending platforms and requires such platforms to implement necessary improvements and remediation within a specific period to comply with the relevant requirements under the applicable laws and regulations. As of the date of this prospectus, we have not been subject to any inspection as may be required under the Notice on Cash Loan.

In December 2017, the Leading Group Office of the Internet Financial Risk Rectification Campaign and the National Rectification Office jointly promulgated Circular 141, which sets out certain principles in connection with cash loan businesses. Due to the uncertainties with respect to the

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interpretation and application of the laws and regulations relating to cash loan business, we cannot assure you our business practice will be deemed to be in full compliance with all such existing or future laws and regulations. For example, Circular 141 prohibits online lending information intermediaries from facilitating loans without clear and specified purposes. Circular 57 further requires online lending information intermediaries that have been engaged in cash loan business to suspend any new cash loan business and reduce existing cash loan business in accordance with Circular 141. Although we require borrowers to specify and undertake the usage of the loans when they apply for the loans, for those loans released to the borrowers directly, we cannot ensure that all those borrowers will comply with their undertaking, nor can we ensure that such requirement is sufficient for those loans to be deemed by the governmental authorities as not falling within the aforementioned prohibited scope. If any of our products under which loans are released to the borrowers directly is viewed by the relevant governmental authorities as cash loans under Circular 141, we may be required to modify our current business practices and cease to facilitate such loans, or be subject to other penalties, which could be costly, and as a result, our business, financial condition and results of operations might be materially and adversely affected.

(viii): If our current practice of charging and collecting interest and fees is determined to have violated Circular 141, our reputation, results of operations and financial condition would be adversely affected. There is no clearly defined method for calculating annual interest and fee rates.

Circular 141, among other things, requires that the interest and all kinds of fees charged to a borrower for a loan should not exceed the annualized ceiling provided under the Provisions on Several Issues Concerning Laws Applicable to Trials of Private Lending Cases issued by the Supreme People's Court in August 2015, or the Private Lending Judicial Interpretations. Pursuant to the Private Lending Judicial Interpretations, if the aggregate rate of annual interest and all relevant fees (expressed as a percentage of the loan principal), or borrowing costs rate per annum, is higher than 36%, the agreement in respect of the interest and fees represented by the percentage exceeding 36% would be invalid, and if the parties agree on aggregate annual interest and fees (expressed as a percentage of the loan principal) that represents a rate above 24% but not exceeding 36%, the agreement is valid but the lender would not have judicial protections in respect of the part of interest and fees represented by the percentage exceeding 24%. Online lending information intermediaries, including Jiufu Puhui operated by us, are prohibited from facilitating any loans, the applicable borrowing costs per annum of which exceed the ceiling provided under the Private Lending Judicial Interpretations. However, there is no clearly defined and official method for calculating annual interest and fee rates, and various industry participants use different methods.

According to the explanations of the National Internet Finance Association of China during its self-discipline inspection of its members pursuant to the Compliance Inspection Notice we received in October 2018, which we follow in preparing for the self-discipline inspection, interest payable to investors, service fees charged by us for our loan facilitation services and post-origination services, post-loan service fees payable to third party collection companies for loan collection and arbitration services, prepayment fees and penalty fees shall be taken into account in the calculation of applicable borrowing costs per annum, or the annual interest and fee rates, which is presented in the form of APR for our Online Lending Information Intermediary Services.

We calculate APR for loans we facilitate to borrowers under our direct lending program by reference to the explanation of the National Internet Finance Association of China referred to above, and interest payable to institutional funding partners, service fees charged by us until April 2019 and prepayment fees and penalty fees are presented in the form of APR for loans we facilitate to borrowers under our direct lending program. As of the date of this prospectus, we do not have any outstanding loan balance that we have facilitated since the promulgation of Circular 141 with an APR of higher than 36%, even inclusive of any additional fees incurred by borrowers in relation to third-party insurance and guarantee protection, such as insurance premiums to the insurer, money

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contributions to the depository account and guarantee fee to the guarantee company. As of March 31, 2019, our outstanding loan balance with an APR of between 24% and 36% was RMB17.9 billion (US$2.7 billion), and our outstanding loan balance facilitated prior to the promulgation of Circular 141 with an APR of higher than 36% was RMB6.3 billion (US$0.9 billion). We may continue to facilitate loans at or above the APR of 24% but no more than 36%. In the event that any of such loans become delinquent, we will not be able to collect the part of the borrowing costs that exceed 24% per annum through PRC judicial enforcement. We do not believe that the current borrowing costs charged to our borrowers violate these provisions.

If the method of calculating applicable borrowing costs rate per annum used by the competent authorities, PRC governmental authorities or the PRC courts is different from our method of calculating APR, or if a more stringent method of calculating the applicable borrowing costs rate per annum is implemented or if the relevant regulations are interpreted by the competent authorities, PRC government authorities or the PRC courts in the future to require a more stringent method of calculating such rate, the applicable borrowing costs rate per annum for some of our loan products may exceed 36% per annum, and the portion of the borrowing costs representing the percentage that exceeds 36% per annum may be determined to be invalid, and we may have to revise the terms and reduce borrowing cost applicable to our current outstanding loans and new loans facilitated, which would affect our results of operations and financial condition materially and adversely. As a result, the investors of our fixed income products or the institutional funding partners under our direct lending program may suffer losses, which would damage our reputation and harm our business. Were these to happen, our reputation, results of operations and financial condition would be adversely affected.

(ix): If our current fee collection method is deemed as up-front deductions from loans released to the borrowers by the relevant regulatory authorities, we may be required to modify our current business practices or be subject to other penalties.

Circular 141 also prohibits online lending information intermediaries from deducting interests, commissions, management fees and deposits from the loans before they are released to the borrowers. Currently, under our Online Lending Information Intermediary Services, the service fees for our loan facilitation services and post-origination services, the post-loan service fees to be paid to third party collection companies for loan collection services and arbitration services, and the insurance premium to be paid to insurer or the money contribution to the depository account and the guarantee fee to be paid to a financing guarantee company for the guarantee services provided, as the case may be are arranged to be paid by the borrowers simultaneously when the principals of the fund are released to the borrowers. As Circular 141 is relatively new, it remains uncertain how the regulatory authorities will interpret and enforce the requirements. If our current fee collection method is deemed as up-front deductions from loans released to the borrowers by the relevant regulatory authorities, or our other practices are deemed as violating the foregoing requirements, we may be required to modify our current business practices or be subject to other penalties, which could be costly, and as a result, our business, financial condition and results of operations might be materially and adversely affected.

(x): If the relevant governmental authorities identify that our current information disclosure practice do not satisfy the legal requirements, we may be required to modify our current information disclosure practice or be subject to other penalties.

In August 2017, the China Banking Regulatory Commission (currently known as China Banking and Insurance Regulatory Commission), or CBRC, released the Information Disclosure Guidelines to regulate information disclosure by online lending information intermediaries. Pursuant to the Information Disclosure Guidelines, online lending information intermediaries are required to disclose certain information through their own official websites and other internet channels such as mobile phone apps, WeChat official account and microblog. As the Information Disclosure Guidelines is relatively new and its interpretation and implementation may evolve, we cannot assure you that our

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current information disclosure practices would be deemed to comply with the regulation. If the relevant governmental authorities identify that our current information disclosure practice do not satisfy the legal requirements, we may be required to modify our current information disclosure practice or be subject to other penalties, which could be costly, and as a result, our business, financial condition and results of operations might be materially and adversely affected.

(xi): If our direct lending program is deemed to be in violation of relevant PRC laws and regulations, our business, financial condition and prospects would be materially and adversely affected.

In addition to our Online Lending Information Intermediary Services, we also provide traffic referral services to institutional funding partners, and in most cases, in collaboration with an insurance company under our direct lending program allowing the institutional funding partners to access borrowers who have passed our risk assessment, under which the insurance company, when it is engaged, provides credit insurances to the institutional funding partners. The insurance company also benefits from our risk management capabilities to provide credit insurance on loans of high quality borrowers. The institutional funding partners make the final credit decision based on their own credit assessment and are also in charge of funding and servicing the loans. We also provide services after loan origination such as repayment facilitation and loan collection. See "Business—Users and Partners—Financial Institution Partners—Institutional Funding Partners" for details. The loans funded by the institutional funding partners, the relevant operation of us and the insurance company providing credit insurance are also subject to applicable provisions of Circular 141 as abovementioned, including interest and fee rate. In addition, Circular 141 also sets forth several requirements on banking financial institutions participating in "cash loan" business, including, among other things, (i) with respect to the loan business conducted in cooperation with third-party institutions, such banking financial institutions shall not outsource the core business (including the credit assessment and risk control), and shall not accept any credit enhancement service whether or not in a disguised form (including the commitment to taking default risks) provided by any third-party institutions with no guarantee qualification and (ii) such banking financial institutions must require and ensure that the third-party institutions shall not collect any interests or fees from the borrowers. As Circular 141 is relatively new, it remains uncertain how the regulatory authorities will interpret and enforce the requirements. In addition, the Beijing Internet Finance Association issued the Notice on Strengthening Business Standards and Risk Prevention by Loan Facilitation Institutions on April 2, 2019, or the 2019 Notice, which requires the institutions providing loan facilitation services to only cooperate with licensed financial institutions or quasi-financial institutions. The 2019 Notice also prohibits (i) such institutions without relevant guarantee qualifications from providing credit enhancement services when they collaborate with licensed financial institutions or quasi-financial institutions, (ii) such institutions from collecting any interests or fees from the borrowers, and (iii) such institutions from stealing, abusing, illegally trading or disclosing the information of the borrowers. Under our direct lending program, we have stopped charging service fees from borrowers since April 2019. We currently charge service fees from financial institutional partners under our direct lending program. If our direct lending program is deemed to be in violation of Circular 141 or the 2019 Notice, we may be required to modify our business practice and/or be subject to penalties.

Meanwhile, we have collaborated and will enhance such collaboration with our institutional funding partners, whose compliance with PRC laws and regulations may affect our business. Our collaboration with institutional funding partners in our direct lending program has exposed us to and may continue to expose us to additional regulatory uncertainties faced by such institutional funding partners. We cannot assure you that the business operations of our institutional funding partners currently are or will be in compliance with the relevant PRC laws and regulations, and in the event that our institutional funding partners do not operate their businesses in accordance with the relevant PRC laws and regulations, they will be exposed to various regulatory risks and therefore, our business, financial condition and prospects would be materially and adversely affected.

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In addition to the abovementioned potential risk factors related to our business under the PRC laws and regulations, we are also unable to predict with certainty the impact, if any, that future legislation, judicial precedents or regulations relating to the industries we are currently operating in will have on our business, financial condition and results of operations. Furthermore, the growth in the popularity of online consumer finance increases the likelihood that the PRC government will seek to further regulate this industry. In addition, we have been expanding our businesses and may enter into new business areas when we think fit. Due to the complexities and uncertainties of PRC laws and regulations governing the new industries we are going to operate our business in, we cannot assure you that all our new business operations in the future will be in compliance with the relevant laws and regulations applicable to the new industries.

As of the date of this prospectus, except for a fine of RMB200,000 for promoting our financing projects on our website without reasonable risk warning to investors, we have never been subject to any material fines or other penalties under any PRC laws or regulations regarding our online personal financing business, including those governing the industries we are operating in in China. However, to the extent that we are not able to fully comply with any existing or new regulations when they are promulgated, our business, financial condition and results of operations may be materially and adversely affected.

If we are unable to recover from decreases in loan origination volume and net revenues as we encountered in 2018 or if we are unable to successfully retain existing borrowers, investors, financial institution partners or merchant partners, attract new ones, and develop our direct lending program, our business and results of operations may be materially and adversely affected.

Our loan origination volume increased by 314.3% from RMB13.9 billion in 2016 to RMB57.5 billion in 2017, and decreased by 20.7% to RMB45.6 billion (US$6.8 billion) in 2018. Our total net revenues increased from RMB2,260.7 million in 2016 to RMB6,741.8 million in 2017, and decreased to RMB5,556.5 million (US$827.9 million) in 2018. Our net income increased from RMB161.6 million in 2016 to RMB723.8 million in 2017, and further increased to RMB1,975.2 million (US$294.3 million) in 2018. Excluding the effect of share-based compensation expenses, our adjusted net income increased from RMB272.1 million in 2016 to RMB2,904.3 million in 2017, and decreased to RMB2,483.3 million (US$370.0 million) in 2018. See "Selected Consolidated Financial Data—Non-GAAP Financial Measures" for a reconciliation of net income to adjusted net income. To recover from the decreases we encountered in 2018, we must increase loan originations by retaining existing borrowers, investors, financial institution partners and merchant partners, attracting new ones with the value of our platform and developing our direct lending program. Attracting new users, financial institution partners and merchant partners is critical to the continued success of our business. However, potential users and partners who are not familiar with the industries we are operating in may not fully appreciate the value we can add. We strategically focus on serving the young generation and seek to cultivate user loyalty. Our ability to attract and retain users and partners largely depends on whether we can effectively address their needs. If there is insufficient demand for our loan products from borrowers, investors and institutional funding partners who are unable to deploy their funds in a timely or efficient manner may seek alternative investment opportunities. Conversely, without sufficient commitments from investors and institutional funding partners, borrowers may turn to other sources for their borrowing needs and merchant partners may turn to our competitors for funding. We might not be able to recover from decreases in our loan originations and net revenue as we expect if we cannot attract and retain qualified borrowers and secure sufficient commitments from investors and institutional funding partners or if borrowers and investors participate in transactions on our platform less actively. In addition, recent regulatory environment including the tightened regulatory framework limiting the growth of online lending platforms has negatively affected, and may continue to, negatively affect our business growth such as the growth of our business scale, number of users, loan facilitation amount and outstanding loan balance. For example, Beijing Rectification Office issued a Notice on

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January 24, 2019 requiring online lending information intermediaries to continue to reduce its business scale and number of borrowers and lenders during the administrative verification period. As a result of the tightened regulatory environment, our operating and financial metrics, such as active users and net revenues decreased in 2018 compared to that in 2017, and such tightened regulatory environment may further materially and adversely affect our business and results of operation in the future.

Moreover, we depend on our existing user base to cultivate user loyalty, accumulate user data and credit history, grow with our users and offer them better products and services. Our active users increased rapidly in 2017. Recently, however, we have not sustained this growth rate. The number of active users increased by 134.3% from 2.0 million in 2016 to 4.8 million in 2017, and decreased by 34.3% to 3.2 million in 2018. The number of active users was 0.9 million for the three months ended March 31, 2019, representing a 37.3% decrease from 1.5 million for the same period in 2018. If we fail to retain our existing borrowers, investors and institutional funding partners, or if we fail to retain these borrowers, investors and institutional funding partners by offering products and services that cater to their evolving consumption needs, we may not be able to capture their long-term growth potential, and our business and results of operations may be adversely affected.

We believe the amount of transactions on our platforms may be negatively affected by the loss of trust in us, which may be triggered by either the failure of us to serve our users or negative publicity about us, among other reasons. Please see "Risk Factors—Risks Related to Our Business and Industry—Any negative publicity with respect to us, the industries we are operating in in general and our partners may materially and adversely affect our business and results of operations." If, for any reason, we suffer a loss of trust from our users and partners, we may not be able to capture their long-term growth potential, and our business and results of operations may be adversely affected.

If we are not able to respond to changes in user preferences for our products and services and provide a satisfactory user experience on our platform, or our existing and new products and services do not maintain or achieve sufficient market acceptance, we will not be able to maintain and expand our user base and increase user activities, and our financial results and competitive position will be harmed.

We believe that our user base is the cornerstone of our business. Our ability to maintain and expand our user base depends on a number of factors, including our ability to offer suitable loan products or online wealth management products for our users, and our ability to provide relevant and timely products and services to meet changing user needs. If we are unable to respond to changes in user preference and deliver satisfactory and distinguishable user experience, our users may switch to competing platforms or obtain the relevant products and services directly from their providers. As a result, user access to and user activity on our platform will decline, our products and services will be less attractive to our users, and our business, financial performance and prospects will be materially and adversely affected.

Furthermore, fixed income products currently constitute a significant portion of the online wealth management products we offer, which we cannot guarantee will continuously attract investors. If the market acceptance of the fixed income products offered by us, or the fixed income products in general, declines, and we fail to retain our investors by developing and promoting our other wealth management products as alternative investment portfolio options for investors, we may suffer a loss of our investor base, and our business, operation results and financial status will be adversely impacted.

We have devoted significant resources to, and will continue to emphasize on, upgrading and marketing our existing loan products and online wealth management products and enhancing their market awareness. We also incur expenses and expend resources upfront to develop, acquire and market new loan products and online wealth management products that incorporate additional features, improve functionality or otherwise make our products more desirable to borrowers and investors. New loan products and online wealth management products must achieve high levels of market acceptance in order for us to recoup our investment in developing, acquiring and bringing them to market.

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Our existing and new loan products and online wealth management products could fail to attain sufficient market acceptance for many reasons, including:

•: borrowers may not find terms of our loan products, such as borrowing costs and credit limit, competitive or appealing;
•: investors or institutional funding partners are not willing to deploy their funds in a timely or efficient manner;
•: we may fail to predict market demand accurately and provide loan products or online wealth management product that meet this demand in a timely fashion;
•: users may not like, find useful or agree with, any changes;
•: there may be defects, errors or failures on our platform;
•: there may be negative publicity about our loan products and online wealth management products or our platform's performance or effectiveness;
•: regulatory authorities may take the view that the existing and new loan products and online wealth management products or changes to our platform do not comply with PRC laws, regulations or rules applicable to us; and
•: there may be competing products and services introduced or anticipated to be introduced by our competitors.

If our existing and new loan products and online wealth management products do not achieve adequate acceptance in the market, our competitive position, results of operations and financial condition could be harmed.

We may not be able to maintain our current level of fee rates and any material reduction in our fee rates will decrease our profitability and cause material and adverse impact on our business, results of operations and financial condition.

We earn a substantial majority of our revenues from the service fees that we collect from our borrowers and investors for our loan facilitation services and post-origination services. We may not be able to maintain the current service fee rates due to more intense competition in the future. These fee rates may also be subject to change based on the prevailing political, economic, regulatory, taxation and competitive factors. Any material reduction in our fee rates could have a material adverse effect on our business, results of operations and financial condition.

If we are unable to maintain low delinquency rates for loans originated to our borrowers, our business, financial conditions and results of operation may be materially and adversely affected.

Our delinquency rates by balance for loan principal that was 15-30, 31-60, 61-90 and 91-180 calendar days past due decreased as of December 31, 2018 compared to that as of December 31, 2017. Our delinquency rates by balance for loan principal that was 15-30, 31-60, 91-180 calendar days past due decreased as of March 31, 2019 compared to that as of December 31, 2018. Our delinquency rate by balance for loan principal that was 61-90 calendar days past due increased as of March 31, 2019 compared to that as of December 31, 2018 within normal fluctuations. For details, please refer to "Management's Discussion and Analysis of Financial Condition and Results of Operations—Loan Performance Data." Loan delinquency rates may be significantly affected by factors beyond our control or beyond the control of the borrowers. Our borrowers are individuals who may expose investors to greater credit risks than larger, better-capitalized institutional borrowers with established track records. The types of borrowers we serve also generally have fewer financial resources than more established entities to weather a downturn in the economy. Conditions such as inflation, economic downturn, local policy change, adjustment of industrial structure, natural disasters and other factors beyond our control may increase the delinquency rates for such borrowers. Furthermore, the unsecured nature of a majority of the loans facilitated by us may cause larger losses to investors in the event of increased delinquency rates as compared with secured loans.

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We aim to reduce the loan delinquency rates through our ability to implement and maintain an effective credit risk management system. We have established extensive risk management policies and procedures that seek to mitigate the riskiness of the loans we facilitate. See "Business—Risk Management." However, as we have a relatively short operating history in the industries we are currently operating in, our historical experience may not provide a sufficient basis for us to evaluate and maintain the effectiveness of our risk management system at all times. The risk management procedures and policies we have in place may not anticipate unforeseen risks or the magnitude of potential losses that may be caused by the unforeseen risks. Our credit scoring models might not be adequate in effectively evaluating the credit risk of prospective borrowers. In addition, if a borrower's financial condition deteriorates after his or her loan application is approved, we may not be able to take measures to prevent delinquency on the part of the borrower and thereby maintain a reasonably low delinquency rate for loans facilitated by us. Furthermore, if our ability to collect delinquent loans is impaired, our business and results of operations may be materially and adversely affected. Please see "Risk Factors—Risks Related to Our Business and Industry—If our ability to collect delinquent loans is impaired, our business and results of operations might be materially and adversely affected."

Because investment in loans facilitated by us involves inherent risks, we are unable to completely eliminate borrowers' delinquent despite various preventive and investor protection measures we have taken or will take. For example, subject to credit assessment result for each loan application, a borrower is allowed to take out multiple loans at a time on our platform if the total outstanding balance is within the approved credit limit for the specific borrower. As such, it is possible that borrowers may take out new loans on our platform to pay off their other existing loans facilitated by us or for other purposes. Given the practical difficulty in tracking and controlling the usage of borrowed funds, we are not able to effectively prevent borrowers from "rolling over" their loans facilitated by us. Furthermore, human errors on the part of our employees or agents to correctly follow our procedures may unpredictably cause us to render the wrong decisions on borrower applications. If our risk management policies and procedures turn out to be ineffective or if we fail to effectively implement or our employees and agents fail to correctly carry out such policies and procedures, the delinquency rate of loans facilitated by us might increase. If that is the case, even if we have a safety net of mechanisms such as the arrangement with the financing guarantee company and the insurance companies, the affected investors will still have concerns on the quality of our borrowers, and our business, financial condition and results of operations may be materially and adversely affected.

We maintain an insurance arrangement with Taiping General Insurance Co., Ltd. ("China Taiping") or PICC Property and Casualty Company Limited ("PICC"), each a reputable third-party insurance provider, to provide insurance to investors for the majority of loans with terms of no more than 12 months. However, such investor protection mechanism may not function in certain scenarios. For example, there are loans with terms of no more than 12 months that are not covered by the third party insurance program. Under our enhanced investors' protection plan adopted in September 2017, we originated approximately RMB6.4 billion (US$0.9 billion) of loans with terms of no more than 12 months protected by Nanfeng Guarantee and Guangdong Success since the adoption of the enhanced investors' protection plan in September 2017 until December 31, 2018. The M3+ Delinquency Rate by Vintage for such loans calculated as the result of weighted average by volume of the monthly M3+ delinquency rates by vintage as of March 31, 2019 was 7.1%. Furthermore, as with other types of insurance, China Taiping or PICC may refuse to pay compensation if China Taiping or PICC determines an investor is not entitled to compensation. In addition, on July 11, 2017, China Insurance Regulatory Commission promulgated the Interim Measures for the Supervision of Credit Guarantee and Insurance Business, or the Interim Measures for the Credit Guarantee, pursuant to which the insurance companies carrying out credit insurance businesses, such as China Taiping and PICC, are required to comply with the regulatory requirements on solvency and ensure the overall size of business is appropriate for the capital strength of the insurance company. When carrying out credit insurance business, insurance companies are required to pay particular attention to the underlying risks,

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fully assess the impact of credit insurance business on the solvency of the company, and duly perform liquidity risk management. The insurance companies have to establish more stringent internal control measures to ensure the compliance of the credit insurance business. Furthermore, the Interim Measures for the Credit Guarantee sets out specific rules regarding insurance companies carrying out credit insurance business via online lending platform, under which the insurance companies shall not cooperate with the online lending platforms that are not in compliance with the applicable laws governing the online lending industry. Depending on the type of credit insurance business and the nature of the policyholder, the balance of self-retained liability of the insurance company cannot exceed the respective limits as set forth in the Interim Measures for Credit Guarantee. If China Taiping or PICC decides to terminate our insurance arrangements, not to renew such arrangements after the expiry of our cooperation agreements or to significantly increase the insurance premiums, our investment opportunities may become less attractive to investors.

We cooperate with Guangdong Success Finance Guarantee Company Limited ("Guangdong Success"), a financing guarantee company with whom we set up our depository account under our current investors' protection plan to compensate the investors for loans with terms of over 12 months and for loans with terms of no more than 12 months that are not covered by the third party insurance program. However, as Guangdong Success only has limited guarantee obligations to repay the investors, if the loan delinquency rate on our platform is higher than expected, the affected investors may not get compensated and will suffer the losses on their investments accordingly. An increase in the delinquency rates for loans facilitated by us may also reduce the financial returns to our investors in general and make products and services offered by us appear riskier to potential investors, thereby damaging our reputation and reducing the amount of funds available for lending on our platform, which would further harm our business and results of operations.

We cooperate with PICC to provide credit insurance to institutional funding partners under our direct lending program. See "Business-Users and Partners-Financial Institution Partners" for details. However, there are loans referred by us to our institutional funding partners under our direct lending program that are not covered by PICC's credit insurance where the relevant institutional funding partners may suffer losses if the borrowers default. Furthermore, as with other types of insurance, PICC may refuse to pay compensation if PICC determines the relevant institutional funding partners are not entitled to compensation. The requirements and restrictions under the Interim Measure for the Credit Guarantee also apply to the credit insurance arrangements under our direct lending program. If PICC decides to terminate the insurance arrangements under our direct lending program, not to renew such arrangements after the expiry of our cooperation agreements or to significantly increase the insurance premium, our service may become less attractive to institutional funding partners, which may negatively affect the development of our direct lending program and our business and results of operations could be materially and adversely affected.

Credit and other information that we receive from prospective borrowers and third parties about a borrower may be inaccurate, outdated or may not accurately reflect the borrower's creditworthiness, which may compromise the accuracy of our credit assessment.

For the purpose of credit assessment, we obtain information from the prospective borrowers. We also leverage the information from the third parties to verify the information provided by the prospective borrowers in compliance with industry practice. Those information, however, may not be complete, accurate or reliable. A credit score assigned to a borrower may not reflect that particular borrower's actual creditworthiness because the credit score may be based on incomplete or inaccurate borrower information. Additionally, we are subject to the credit cycle and the risk of deterioration of the credit profile of the borrowers. For example, once we have obtained a borrower's information, the borrower may subsequently (i) become delinquent in the payment of an outstanding obligation; (ii) delinquent on a pre-existing debt obligation; (iii) take on additional debt; or (iv) sustain other adverse financial events, making the information we have previously obtained outdated. In addition, we

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often do not verify a borrower's intended use of loan proceeds after disbursement of loan proceeds, and the borrower may use loan proceeds for other purposes with increased risk than as originally provided. If investors invest in loans through our platform based on information supplied by borrowers that is inaccurate, misleading or incomplete, those investors may not receive their expected returns and our reputation may be harmed. We determine whether borrowers have additional outstanding loans using external databases at the time they apply for a loan through our platform. We also review borrower records in the databases on a regular basis. However, due to the lack of an industry-wide information sharing arrangement, we may not be aware of all outstanding debts of a borrower and the other investors or platforms face the same challenge. As a result, it is likely that a borrower may borrow money through our platform in order to pay off the loans on other platforms and vice versa. If a borrower incurs additional debt before fully repaying any loan such borrower takes out on our platform, the additional debt may impair the ability of that borrower to make payments on his or her loan and the investor's ability to receive investment returns associated with such loan. In addition, the additional debt may adversely affect the borrower's creditworthiness generally, and could result in the financial distress or insolvency of the borrower. To the extent that a borrower has or incurs other indebtedness and cannot repay all of his or her indebtedness, the obligations under the loans will rank pari passu to each other and the borrower may choose to make payments to other creditors rather than to investors on our platform.

In addition, such inaccurate, outdated or incomplete borrower information could compromise the accuracy of our credit assessment and adversely affect the effectiveness of our risk management, which could in turn increase the delinquency rates of the transactions on our platform and harm our reputation.

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

Our failure to collect the delinquent loan will make our platform appears riskier to the investors and institutional funding partners, and will harm our reputation. We primarily rely on third-party collection companies to assist us with payment collection from time to time. If our collection methods or the collection methods adopted by third party collection companies, such as text message reminders, phone calls and legal letters, are not as effective as they were and we, or the third party collection companies fail to respond quickly and improve the collection methods, our delinquent loan collection rate may decrease and our investors and institutional funding partners may suffer loss. If those collection methods are viewed by the borrowers or regulatory authorities as harassments, threats or other illegal conducts, we, or the third party collection companies may be subject to lawsuits initiated by the borrowers or prohibited by the regulatory authorities from using certain collection methods. If this were to happen and alternative collection methods are not adopted in a timely manner or the alternative collection methods are proven not effective, we might not be able to maintain our delinquent loan collection rate and the investors' confidence in our platform may be negatively affected. In addition, we currently rely on a number of collection companies to collect the delinquent loans. The collection companies undertake on the quality of their collection and also ensure their collection practice is in compliance with the relevant laws and regulations. If we decide not to cooperate with any of such third party collection companies due to their unsatisfactory performance or noncompliant behavior, and if we are not able to find an alternative in a timely and cost-efficient manner or at all, our delinquent loan collection rate may decrease and our investors and institutional funding partners may suffer loss. If any of the foregoing takes place and impairs our ability to collect delinquent loans, the transaction volumes on our platform will decrease and our business and results of operations could be materially and adversely affected.

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If we fail to secure adequate funding from investors and institutional funding partners at a reasonable cost to maintain sufficient liquidity, our reputation, results of operations and financial condition may be materially and adversely affected.

The growth and success of our operations depend on the availability of adequate funding to meet borrower demand for loans on our platform. We derive our funding from a variety of sources including investors and our institutional funding partners. The number of active investors on our platform increased by 66.5% from 0.7 million in 2016 to 1.2 million in 2017, and decreased by 28.6% to 0.9 million in 2018. For the three months ended March 31, 2019, the number of active investors on our platform was 0.3 million, decreasing by 31.1% from that of 0.4 million for the same period in 2018. We intend to cooperate with more institutional funding partners to further diversify our funding sources. To the extent there is insufficient funding from investors or institutional funding partners willing to accept the risk of delinquency posed by potential borrowers or the particular type of funding could be matched to only certain group of our borrowers due to restrictions imposed by current or existing laws or regulations, loans originated by us may be significantly impacted. Also, to the extent that the funding sources' risk appetite changes, funding sources may choose not to fund loans originated by us.

In addition, powered by our automated investing tools, we offer investors a variety of fixed income products consisting of loan portfolios featured with different investment commitment periods, expected rates of return and minimum investment balances. If an investment commitment period ends during the term of an underlying loan, we will facilitate the investor's exit on the investor's behalf by transferring his or her investor's rights with respect to the underlying loans. There is no guarantee that the transfer of the underlying loans at the end of the investment commitment period will be arranged successfully. In addition, if a cash-out request is made by an investor within the investment commitment period, we have discretion to handle the transfers of the loans on a case-by-case basis. If the transfers are arranged successfully, the investor will receive the principal and the accrued interests as determined by their actual investment period. We charge the investors service fees for early termination. For both scenarios, there is no guarantee that any loan transfers will be successfully arranged. The smooth operations of our investment products require sufficient liquidity consistently. In the event that investors request to withdraw a substantial amount of their investments at the same time or within a short time period, it may cause a run on our investment products. Although we have developed sophisticated algorithm and system to match the invest-in and cash-out requests among the investors to provide liquidity, we cannot guarantee that we will be able to maintain the liquidity at a sufficient level that every cash-out request from our investors who subscribe for our fixed income products can be met. While making no guarantees to meet the cash-out request made by the investors, we may suffer damage to our investor recognition if we turn down most of such cash-out request, which could materially and adversely impact our results of operations.

The smooth operations of our business require sufficient liquidity on a consistent basis. However, if any of the risks described above were to occur, our reputation, results of operations, financial condition and business prospect may be materially and adversely affected.

Loss of or failure to maintain relationship with our partners or implement our strategy to develop new relationships with other potential partners may materially and adversely affect our business and results of operations.

We currently rely on a number of partners in various aspects of our business. For example, we acquire borrowers from the merchant partners we work with, and diversify our funding sources by working with more institutional funding partners. We also cooperate with other types of partners across functions. See"—Business—Our Users and Partners—Our Other Partners." We anticipate that we will continue to leverage strategic relationships with existing partners to grow our business while pursuing new relationships with additional partners.

Pursuing, establishing and maintaining relationships with partners require significant time and resources as does integrating third-party data and services with our system. Our current agreements

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with partners generally do not prohibit them from working with our competitors or from offering competing services. Our competitors may be more effective in providing incentives to our partners to favor their products or services, which may in turn reduce the volume of loans facilitated by us or make or products and services less attractive to our partners. In addition, certain partners, such as China Taiping may terminate its cooepratiaon with us if it decides that we would have difficulaties in completing the record-filing for our Online Lending Information Intermediary Services. Furthermore, certain types of partners may build their in-house solutions and devote more resources to support their own competing businesses. For example, according to Oliver Wyman, in June 2017, JD.com and ICBC announced their strategic cooperation in key financial regions including retail banking, consumer finance and wealth management. In addition, these partners may not perform as expected under our agreements with them, and we may have disagreements or disputes with them, which could adversely affect our brand and reputation. If we cannot successfully enter into and maintain effective strategic relationships with partners, our business will be harmed.

In addition, if any of our partners fails to perform properly, we cannot assure you that we will be able to find an alternative in a timely and cost-efficient manner or at all. Any of these occurrences could result in our diminished ability to operate our business, potential liability to our users and partners, inability to attract users and partners, reputational damage, regulatory intervention and financial harm, which could negatively impact our business, financial condition and results of operations.

We may not be able to ensure the accuracy of the third-party product information and the authenticity of third-party wealth management products on our platform, and we have limited control over performance of investment products we distribute.

We offer other onshore and offshore investment products such as stock investments, insurance and fund investment products. The underlying wealth management products are offered by third-parties. The acceptance and popularity of our platform is partially premised on the reliability of the relevant underlying wealth management products and information on our platform. We rely on the relevant third-party providers of the relevant wealth management products for the authenticity of their underlying products and the comprehensiveness, accuracy and timeliness of the related financial information. While the products and information from these third-party providers have been generally reliable, there can be no assurance that the reliability can be maintained in the future. If these third-party providers or their agents provide inauthentic financial products or incomplete, misleading, inaccurate or fraudulent information, we may lose the trust of existing and prospective investors. In addition, if our investors purchase the underlying wealth management products that they discover on our platform and they suffer losses, they may blame us and attempt to hold us responsible for their losses, even though we have made risk disclsoures before they invest. Our reputation could be harmed and we could experience reduced user traffic to our platform, which would adversely affect our business and financial performance.

Furthermore, as investors access the underlying wealth management products through our platform, they may have the impression that we are at least partially responsible for the quality of these products. Although we have established standards to screen products providers before selling their products on our platform, we have limited control over performance of the investment products we distribute. In the event that an investor is dissatisfied with underlying products or the services of a products provider, we do not have any means to directly make improvements in response to user complaints. If investors become dissatisfied with the underlying wealth management products available on our platform, our business, reputation, financial performance and prospects could be materially and adversely affected.

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Some users may come to our platform from referrals of third parties, which could expose us to risks associated with such third parties.

Some users may be referred to our platform after receiving and reviewing the information provided by a third party. We do not verify, validate or modify any information provided by third-party websites and, while we do not believe we would have liability for such information, it is possible that an unsatisfied user could bring claims against us based on such information. Such claims could be costly and time-consuming to defend and would distract management's attention from the operation of our business and create negative publicity, which could harm our business and affect our reputation. In addition, if the business operation of such third parties deteriorate, the unsatisfied users may associate our company with such third parties, which could harm our business and affect our reputation.

Our online wealth management products are subject to risks related to lawsuits and other claims brought by our investors.

We may be subject to lawsuits and other claims in the ordinary course of providing online wealth management products to our investors. Investors generally authorize us to choose borrowers on their behalf. We may face arbitration claims and lawsuits brought by investors based on our loan matching which turned out to be unsuitable. We may also be subject to claims for failing to provide sufficient information on investment risks or for failing to provide access to such relevant information in a manner that is clear and readily accessible to investors. We may also be subject to claims against us in connection with investment products for delays in identifying suitable corresponding loans, which risk may be heightened during periods when credit, equity or other financial markets are deteriorating in value or are volatile, or when investors experience losses. Actions brought against us may result in settlements, awards, injunctions, fines, penalties or other results adverse to us including harm to our reputation and our results of operations.

Even if we are successful in defending against these actions, the defense of such matters may result in our incurring significant expenses, divert management attention and damage our reputation. See also "—If we fail to promote and maintain our brand in a cost-efficient way, we may lose market share and our revenue may decrease."

Misconduct, errors and failure to function by our employees and third-party service providers could harm our business and reputation.

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

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Aggressive practices or misconduct by such third-party loan collection companies in the course of collecting loans could damage our reputation.

Any failure by our third-party service providers to comply with applicable anti-money laundering and anti-terrorism financing laws and regulations could damage our reputation.

Currently, we rely on our third-party service providers, in particular the custodian bank and payment companies that handle the transfer of funds between borrowers and investors, to have their own appropriate anti-money laundering policies and procedures. The custodian bank and payment companies are subject to anti-money laundering obligations under applicable anti-money laundering laws and regulations and are regulated in that respect by the People's Bank of China, or the PBOC. If any of our third-party service providers fails to comply with applicable anti-money laundering laws and regulations, our reputation could suffer and we could become subject to regulatory intervention, which could have a material adverse effect on our business, financial condition and results of operations.

In addition, the Interim Measures and the Administrative Measures for Anti-money Laundering and Counter-terrorism Financing by Internet Finance Service Agencies (for Trial Implementation) promulgated by relevant government authorities have imposed on us the obligation of anti-money laundering and anti-terrorism financing, including the verification of customer identification, the reporting of suspicious transactions, and the preservation of customer identification information and transaction records. While we are in the process of formulating policies and procedures, including internal controls and "know-your-customer" procedures, aimed at preventing money laundering and terrorism financing, we cannot assure you that we will be able to establish and maintain effective anti-money laundering and anti-terrorism financing policies and procedures to protect our platform from being exploited for money laundering or terrorism financing purposes or that such policies and procedures, if adopted, will be deemed to be in compliance with applicable anti-money laundering and anti-terrorism financing laws and regulations, including the Interim Measures.

We may be subject to claims under consumer protection laws, including health and safety claims and product liability claims, if property or people are harmed by the merchandise offered by us.

Our proprietary online shopping platform One Card Mall allows users to buy merchandise from third-party merchandise suppliers, and some of such merchandise may be defectively designed or manufactured. In addition, since 2019, we have started to engage in online direct sales of upscale products.

We are subject to consumer protection laws. As a result, offerings of defective merchandise could expose us to product liability claims relating to personal injury or property damage and may require product recalls or other actions. Operators of e-commerce platforms are subject to certain provisions of consumer protection laws even where such operator is not the manufacturer or provider of the products or services purchased by the consumer. For example, under applicable consumer protection laws in China, e-commerce platform operators may be held liable for consumer claims relating to damages if such operators are unable to provide consumers with the true name, address and contact details of the sellers or the service providers. In addition, if we do not take appropriate remedial action against merchants for actions they engage in that we know, or should have known, would infringe upon the rights and interests of consumers, we may be held jointly liable for infringement alongside the merchants. Moreover, applicable consumer protection laws in China provide that platforms will be held liable for failing to meet any undertakings that the platforms make to consumers with regard to products listed on the platforms. We may also be held jointly liable with merchants who do not possess the proper licenses or authorizations to sell goods or sell goods that do not meet product standards. Third parties subject to such injury or damage may bring claims or legal proceedings against us. In addition, we may face activist litigation in China by plaintiffs claiming damages based on consumer protection laws, which may result in increased costs in defending such suits and damages should we not prevail, which could materially and adversely affect our reputation and brands and our results of

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operations. We do not maintain product liability insurance for merchandise offered on our platform, and our rights of indemnity from these third-party merchandise suppliers, if any, may not adequately cover us for any liability we may incur. As a result, any material product liability claim or litigation could have a material and adverse effect on our business, financial condition and results of operations. Even unsuccessful claims could result in the expenditure of funds and management time and resources and could materially reduce our net income and profitability.

Furthermore, our agreements with these third-party merchandise suppliers may not include clauses that indemnify us for any losses we may suffer or any costs we may incur due to any merchandise as a result of our suppliers' breach, and we may not be able to successfully enforce our contractual rights and may need to initiate costly and lengthy legal proceedings in China to protect our rights.

Fluctuations in interest rates could negatively affect our business.

The profitability of our business depends on the interest and fee rates at which our borrowers are willing to borrow, and the interest and fee rates at which our investors are willing to lend, subject to limitations of PRC laws and regulations. We have taken measures to aim to react to the fluctuations in the interest rate environments. However, if we fail to respond to the fluctuations in interest rates in a timely manner and reprice our loan products, our loan products may become less attractive to our investors and institutional funding partners. For example, in a falling interest rate environment, potential borrowers may seek lower priced loans from other channels if we do not lower the interest and fee rates on our loan products. Similarly, if we fail to respond to fluctuations in interest rates in a timely manner and reprice our online wealth management products, our online wealth management products may lose competitiveness. For example, in a rising interest rate environment, potential investors may seek higher return investments from other channels if we do not increase the return on our online wealth management programs. Moreover, if we are unable to reprice our loan products and online wealth management products correspondingly, the spreads between the interest and fee rates on our loan products and the interest and fee rates on our investment services may be reduced, and our profitability may be adversely affected.

Any negative publicity with respect to us, the industries we are operating in in general and our partners may materially and adversely affect our business and results of operations.

Reputation of our brand is critical to our business and competitiveness. Factors that are vital to our reputation include but are not limited to our ability to:

•: maintain the quality and reliability of our platforms;
•: provide borrowers, investors and partners with a superior experience;
•: enhance and improve our credit assessment and risk-pricing models;
•: effectively manage and resolve borrower and investor complaints; and
•: effectively protect personal information and privacy of borrowers and investors.

Any malicious or negative allegation made by the media or other parties about the foregoing or other aspects of our company, including but not limited to our management, business, compliance with law, financial condition or prospects, whether with merit or not, could severely compromise our reputation and harm our business and operating results.

As the industries we are operating in are new and the regulatory framework for these industries is also evolving, negative publicity about these industries may arise from time to time. Negative publicity about the industries we are operating in in general may also have a negative impact on our reputation, regardless of whether we have engaged in any inappropriate activities. The PRC government has recently instituted specific rules, including but not limited to the Internet Finance Guidelines, the Interim Measures, the Funds Custodian Guidelines, the Information Disclosure Guidelines and the Compliance Inspection Notice, to develop a more transparent regulatory environment for the industries we are operating in. See "Regulation—Regulations Related to our Business Operation in China—

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Regulations Related to Online Lending Information Intermediary Services." Any players in the industries we are operating in who are not in compliance with these regulations may adversely impact the reputation of the industries as a whole. Furthermore, any negative development in, or negative perception of, the industries we are operating in as a whole, even if factually incorrect or based on isolated incidents, could compromise our image, undermine the trust and credibility we have established and impose a negative impact on our ability to attract new borrowers and investors. Negative developments in the industries we are operating in, such as widespread borrower defaults, fraudulent behavior and/or the closure of other online lending, may also lead to tightened regulatory scrutiny of the sector and limit the scope of permissible business activities that may be conducted by other online lending platforms like us. For instance, since the second quarter of 2018, in response to the tightened regulatory framework and the challenging macro-economic conditions in China, there were an increasing number of reports of business failures of, or accusations of fraud and unfair dealing against, certain companies in the online lending industry in China. Recently there has been increased media coverage of marketplace lending platforms business failures. Although the market exits of these companies may result in more healthy and stable development of the industries we are operating in, to the extent borrowers, investors, financial institution partners or our merchant partners associate our company with these companies, they may be less willing to participate on our platform. Under such a challenging regulatory environment, investors' willingness to invest on our platform declined, and our loan origination volume and fixed income investment volume both decreased in 2018 compared to that in 2017. Starting in the second half of 2018, PRC government commenced implementing monetary and fiscal policies to provide more liquidity to the market, which to some extent alleviated investors' concerns, and the number of such news reports started to subside. However, there is still substantial uncertainty with respect to PRC regulatory environment in this field, and we cannot assure you that similar negative news reports will not appear again in the future.

In addition, negative publicity about our partners, outsourced service providers or other counterparties, such as negative publicity about their loan collection practices and any failure by them to adequately protect the information of our borrowers and investors, to comply with applicable laws and regulations or to otherwise meet required quality and service standards could harm our reputation. If any of the foregoing takes place, our business and results of operations could be materially and adversely affected.

Fraudulent activity on our platform could negatively impact our operating results, brand and reputation.

We are subject to the risk of fraudulent activity both on our platform and associated with borrowers, investors and third parties handling borrower and investor information. Our resources, technologies and fraud detection tools may be insufficient to accurately detect and prevent fraud. Significant increases in fraudulent activity could negatively impact our brand and reputation, cause loss to investors and reduce the volume of loans facilitated by us. We may also find it necessary to take additional steps to reduce fraud risk, which could increase our costs and expenses. For example, if some illegitimate investors engage in activities such as identity theft and fraudulent lending, borrowers will walk away from obtaining funding from such sources. The reputation of the entire industry could be harmed and the borrowers will stop borrowing money on our platform and may turn to traditional channels such as banks. High profile fraudulent activity could even lead to regulatory intervention, and may divert our management's attention and cause us to incur additional expenses and costs. If any of the foregoing were to occur, our results of operations and financial condition could be materially and adversely affected.

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

Our business of connecting investors and borrowers constitutes an intermediary service, and our contracts with investors and borrowers are intermediation contracts under the PRC Contract Law. Under the PRC Contract Law, an intermediary that intentionally conceals any material information or

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provides false information in connection with the conclusion of an intermediation contract, which results in harm to the client's interests may not claim for any service fee for its intermediary services, and is liable for any damage incurred by the client. Therefore, if we fail to provide material information to investors and are found to be at fault, for failure or deemed failure to exercise proper care, to conduct adequate information verification or supervision, we could be subject to liabilities as an intermediary under the PRC Contract Law. In addition, the Interim Measures have imposed on online lending information intermediaries, including us, additional obligations to verify the truthfulness of the information provided by or in relation to loan applicants and to actively detect fraud. We leverage a large database of past fraud accounts information and sophisticated rule-based detection technology in detecting fraudulent behaviors. Based on new data collected and fraudulent behaviors detected during our daily business operations, we update our database on a regular basis. As the Interim Measures are relatively new, there are regulatory uncertainties as to what extent online lending information intermediaries should exercise care in detecting fraud. Although we believe that as an information intermediary, we should not bear the credit risk for investors as long as we take reasonable measures to detect fraudulent behaviors, we cannot assure you that we would not be subject to any liabilities under the Interim Measures if we fail to detect any fraudulent behavior. If that were to occur, our results of operations and financial condition could be materially and adversely affected.

Our failure to compete effectively could adversely affect our results of operations and market share.

The industries we are operating in are competitive and evolving. We compete with financial products and companies that attract borrowers and investors, partners or all of these. With respect to loan products, we compete with market players such as traditional financial institutions, small loan companies, e-commerce driven installment platforms and other independent consumer finance platforms; with respect to online wealth management products, we complete with market players such as internet ecosystem owners providing cash management and quasi fixed income products, online third-party financial brokers and information providers, and marketplace lending platforms.

Our competitors may operate with different business models, have different cost structures or participate selectively in different market segments. They may ultimately prove more successful or more adaptable to new regulatory, technological and other developments. Some of our current and potential competitors have significantly more financial, technical, marketing and other resources than we do and may be able to devote greater resources to the development, promotion, sale and support of their development. Our competitors may also have more extensive borrower or investor bases, greater brand recognition and brand loyalty and broader partner relationships than us. Additionally, a current or potential competitor may acquire one or more of our existing competitors or form a strategic alliance with one or more of our competitors. Any of the foregoing could adversely affect our business, results of operations, financial condition and future growth. In addition, our competitors may be better at developing new products, responding faster to new technologies and undertaking more extensive marketing campaigns. When new competitors seek to enter our target market, or when existing market participants seek to increase their market share, they sometimes undercut the pricing and/or terms prevalent in that market, which could adversely affect our market share or ability to exploit new market opportunities. Our pricing and terms could deteriorate if we fail to act to meet these competitive challenges. Furthermore, to the extent that our competitors are able to offer more attractive terms to our partners, such partners may choose to terminate their relationships with us.

In addition, the industries we are operating in are subject to rapid and significant technological changes. In order to compete in our industries and pursue our technology enablement strategies, we need to continue to make significant investments in developing technologies across all areas of our business, such as artificial intelligence, risk management and security, and other emerging new technologies. Incorporating new technologies into our products and services may require substantial expenditures and take considerable time, and ultimately may not be successful. If we are unable to compete effectively and meet the need for innovation in the industries we are operating in, the demand

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for our products and services could stagnate or substantially decline, we could experience reduced revenues or our platform could fail to achieve or maintain more widespread market acceptance, any of which could harm our business and results of operations.

If we fail to promote and maintain our brand in a cost-efficient way, we may lose market share and our revenue may decrease.

We believe that developing and maintaining the awareness of our brand is critical to achieving widespread acceptance of our products and services, gaining trust in our brand and attracting new borrowers, investors, financial institution partners and merchant partners to our platform. Successful promotion of our brand will depend largely on the effectiveness of our marketing efforts, the success of the channels we use to promote our platform, and the user experience we provide on our platform. Historically, our efforts to build our brand have incurred significant expense. Our sales and marketing expenses were RMB1,168.4 million, RMB2,243.7 million and RMB1,746.4 million (US$260.2 million) in 2016, 2017 and 2018, respectively, and were RMB403.6 million and RMB348.8 million (US$52.0 million) for the three months ended March 31, 2018 and 2019, respectively, and it is likely that our future marketing efforts will require us to incur significant additional marketing expenses. These brand promotion activities may not increase our revenues immediately or at all, and, even if they do, any revenue increases may not offset the expenses we incur to promote our brand. If we fail to successfully promote and maintain our brand, or if we incur substantial expenses in an unsuccessful attempt to promote and maintain our brand image, we may lose our existing users to our competitors or be unable to attract new users, which may cause our revenue to decrease and negatively impact our business and results of operations.

If we fail to manage our growth effectively, our business may be materially and adversely affected.

We have experienced rapid growth, particularly in our user base and transaction volume, in 2017. Recently, however, we have not sustained this growth rate. The number of active users increased by 134.3% from 2.0 million in 2016 to 4.8 million in 2017, and decreased by 34.3% to 3.2 million in 2018. The number of active users was 0.9 million for the three months ended March 31, 2019, representing a 37.3% decrease from 1.5 million for the same period in 2018. The number of registered users increased by 87.0% from 27.6 million as of December 31, 2016 to 51.6 million as of December 31, 2017, and increased by 40.2% to 72.4 million as of December 31, 2018, and further increased by 6.0% to 76.7 million as of March 31, 2019. Our loan origination volume increased by 314.3% from RMB13.9 billion in 2016 to RMB57.5 billion in 2017, and decreased by 20.7% to RMB45.6 billion (US$6.6 billion) in 2018. Our loan origination volume was 9.7 billion (US$1.4 billion) for the three months ended March 31, 2019, representing a 32.1% decrease from RMB14.3 billion for the same period in 2018. Our fixed income investment volume increased by 173.5% from RMB32.5 billion in 2016 to RMB88.9 billion in 2017, and decreased by 7.5% to RMB82.2 billion (US$12.0 billion) in 2018. Our fixed income investment volume was 17.9 billion (US$2.7 billion) for the three months ended March 31, 2019, representing a 24.6% decrease from RMB23.7 billion for the same period in 2018. Our growth has placed, and will continue to place, a significant strain on our management, personnel, systems and resources. Our success will depend in part on our ability to manage the growth we achieve effectively. To accommodate our growth, we will need to implement a variety of new and upgraded operational and financial systems, procedures and controls, including the improvement of our accounting and other internal management systems. For example, the number of borrowers and investors and the volume of loans facilitated through our platform will need to increase in order for us to continue our growth in the future, which will require us to expand our facilities and infrastructure and increase our personnel to accommodate the greater servicing obligations and demands on our platform. To expand our user base and transaction volume, we are also subject to greater exposure to loan delinquency risk. Such expansion may also increase our expose to liquidity risk. To accommodate our growth, we also need to continue to hire, train and manage new employees as needed. If our new hires perform poorly, or if we are unsuccessful in hiring, training, managing and integrating these new

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employees, or if we are not successful in retaining our existing employees, our business may be harmed. The addition of new employees and the system development that we anticipate will be necessary to manage our growth will increase our cost base, which will make it more difficult for us to offset any future revenue shortfalls by reducing expenses in the short term. If we fail to successfully manage our growth, we will be unable to execute our business plan.

If we are unable to effectively enhance the capacity of our platform and maintain the necessary infrastructure and personnel to provide a larger user base with the same quality services that our users have come to expect from us, the transaction volume through our platform will be significantly affected, and our operating results will be materially and adversely harmed. People may not continue to trust our platform as a credible source of funding and investment. We may not be able to continue to convince and attract potential new borrowers, investors, financial institution partners and our merchant partners of the value of our services because they may consider our platform to be highly risky and unreliable.

We operate in a market where the credit infrastructure is still at an early stage of development.

China's credit infrastructure is still at an early stage of development. The Credit Reference Center established by the PBOC in 2002 has been the only credit reporting system in China. This centrally managed nationwide credit database operated by the Credit Reference Center only records limited credit information, such as tax payments, civil lawsuits, foreclosure and bankruptcy. Moreover, this credit database is only accessible to banks and a limited number of market players authorized by the Credit Reference Center and does not support sophisticated credit scoring and assessment. In 2015, the PBOC announced that it would open the credit reporting market to private sectors with a view to spurring competition and innovation, but it may be a long-term process to establish a widely-applicable, reliable and sophisticated credit infrastructure in the market where we operate.

The origination of loans on our platform could give rise to liabilities under PRC laws and regulations that prohibit illegal fundraising and unauthorized public offerings.

PRC laws and regulations prohibit persons and companies from raising funds by advertising to the public a promise to repay premium or interest payments over time through payments in cash or in kind except with the prior approval of the applicable government authorities. Failure to comply with these laws and regulations may result in penalties imposed by the PBOC, the State Administration for Industry and Commerce (currently known as the State Administration for Market Regulation), or the SAIC, and other governmental authorities, and can lead to civil or criminal lawsuits.

The PRC Securities Law prohibits the issuance of securities for public offering without obtaining prior approval in accordance with the provisions of the law. The following offerings are deemed to be public offerings under the PRC Securities Law: (i) offering of securities to non-specific targets; (ii) offering of securities to more than 200 specific targets; and (iii) other offerings provided by the laws and administrative regulations. Additionally, private offerings of securities may not be carried out through advertising, open solicitation and disguised publicity campaigns. If any transaction between a borrower and multiple investors is identified as a public offering by PRC government authorities, we may be subject to sanctions under PRC laws and our business may be adversely affected.

We have taken measures to avoid conducting any activities that are prohibited under the illegal-fundraising related laws and regulations. We act as intermediaries between borrowers and investors. In addition, except for the service fees that we charge the investors, we do not directly receive any funds from investors in our own accounts and funds from investors are deposited into and settled by a third-party custodian account managed by China Huaxia Bank . To date, we have not been subject to any fines or other penalties under any PRC laws and regulations that prohibit illegal fundraising. Nevertheless, considerable uncertainties exist with respect to the PBOC, the SAIC and other governmental authorities' interpretations of the fundraising-related laws and regulations. Therefore, we cannot guarantee you that our current services provided to investors will not be deemed to violate illegal fundraising laws and regulations in the future.

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Our ability to protect the confidential information of our users and funding sources and our ability to conduct our business may be adversely affected by cyber-attacks, computer viruses, physical or electronic break-ins or similar disruptions and we may be subject to liabilities imposed by the relevant government regulations.

Our platform collects, stores and processes certain personal and other sensitive data from our borrowers and funding sources. There are numerous laws governing privacy and the storage, sharing, use, disclosure and protection of personally identifiable information and user data. Specifically, personally identifiable and other confidential information is increasingly subject to legislation and regulations in numerous domestic and international jurisdictions. The regulatory framework for privacy protection in China, Hong Kong and worldwide is currently evolving and is likely to remain uncertain for the foreseeable future. We could be adversely affected if legislation or regulations in China, Hong Kong and elsewhere on the world where we have business operations are expanded to require changes in business practices or privacy policies, or if the relevant governmental authorities in China, Hong Kong and elsewhere on the world where we have business operations interpret or implement their legislation or regulations in ways that negatively affect our business, financial condition and results of operations. For example, in November 2016, the Standing Committee of the National People's Congress released the Internet Security Law, which took effect in June 2017. The Internet Security Law requires network operators to perform certain functions related to internet security protection and the strengthening of network information management. For instance, under the Internet Security Law, network operators of key information infrastructure, including network operators of key information infrastructures in finance industry, generally shall, during their operations in the PRC, store the personal information and important data collected and produced within the territory of the PRC and their purchase of network products and services that may affect national securities shall be subject to national cybersecurity review. We are in the process of evaluating the potential impacts of the Internet Security Law on our current business practices. We plan to further strengthen our cyber-security measures with respect to information management and privacy protection of the user data stored in our system. We have not been subject to any material breaches of any of our cyber-security measures. However, we cannot assure you that the measures we have taken or will take are adequate under the Internet Security Law and other relevant laws and regulations. If further changes in our business practices are required under China's evolving regulatory framework for privacy protection, our business, financial condition and results of operations may be adversely affected. Furthermore, we use certain data collected from external data sources to verify the borrowers' information in compliance with industry practice. In the event that the data collection and provision by any of our external data sources is considered in violation of the Internet Security Law, we may not be able to use relevant data for our credit assessment and our business may be materially and adversely affected.

In addition to laws, regulations and other applicable rules regarding privacy and privacy advocacy, industry associations or other private parties may propose new and different privacy standards. Because the interpretation and application of privacy and data protection laws and privacy standards are still uncertain, it is possible that these laws or privacy standards may be interpreted and applied in a manner that is inconsistent with our practices. Any inability to adequately address privacy concerns, even if unfounded, or to comply with applicable privacy or data protection laws, regulations and privacy standards, could result in additional cost and liability to us, damage our reputation, inhibit the use of our platform and harm our business.

The massive data that we have processed and stored makes us or the third-party service providers who host our servers a target and potentially vulnerable to cyber-attacks, computer viruses, physical or electronic break-ins, or similar disruptions. While we have taken steps to protect the confidential information that we have access to, our security measures could be breached. Because techniques used to sabotage or obtain unauthorized access to systems change frequently and generally are not recognized until they are launched against a target, we may be unable to anticipate these techniques or

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to implement adequate preventative measures. Any accidental or willful security breaches or other unauthorized access to our platform could cause, among other things, confidential user information to be stolen and used for criminal purposes, and could even result in misappropriation of funds of our borrowers and investors. Security breaches or unauthorized access to confidential information could also expose us to liability related to the loss of the information and losses suffered by our borrowers and investors from the misappropriation of funds, time-consuming and expensive litigation and negative publicity. If security measures are breached because of any third-party action, employee error, malfeasance or otherwise, or if design flaws in our technology infrastructure are exposed and exploited, our relationships with borrowers and investors could be severely damaged, we could incur significant liability and our business and operations could be adversely affected.

In addition, we rely on the massive amount of data and user information that we have accumulated over time to conduct our business. In particular we use user information to make credit assessment of borrowers. If these data are lost due to cyber attacks, computer viruses, physical or electronic break-ins, or similar disruptions, our business could be adversely affected.

Any significant disruption in our information technology systems, including events beyond our control, could prevent us from offering our products and services, thereby reduce the attractiveness of our products and services and result in a loss of borrowers and investors using our platform.

In the event of a system outage and physical data loss, our ability to provide credit products would be materially and adversely affected. The satisfactory performance, reliability and availability of our technology and our underlying network infrastructure are critical to our operations, user service, reputation and our ability to attract new and retain existing borrowers and investors. Our information technology systems infrastructure is currently deployed and our data is currently mainly maintained through third-party cloud computing services in China. Our operations depend on the service provider's ability to protect its and our systems in its facilities against damage or interruption from natural disasters, power or telecommunications failures, air quality issues, environmental conditions, computer viruses or attempts to harm our systems, criminal acts and similar events. Although historically we have not experienced any system outage resulting in material interruption to our service provision, we cannot assure you that such incidents will not occur in the future. Moreover, if our arrangement with the service provider is terminated or if there is a lapse of service or damage to their facilities, we could experience interruptions in our service as well as delays and additional expense in arranging new credit for borrowers.

Any interruptions or delays in our service, whether as a result of third-party error, our error, natural disasters or security breaches, whether accidental or willful, could harm our relationships with borrowers and investors and our reputation. We also may not have sufficient capacity to recover all data and services in the event of an outage. These factors could prevent us from processing credit applications and other business operations, damage our brands and reputation, divert our employees' attention, reduce our revenue, subject us to liability and cause borrowers and investors to abandon our products and services, any of which could adversely affect our business, financial condition and results of operations.

The offering of our products and services depend on the effective use of mobile operating systems and the efficient distribution through mobile app stores, which we do not control.

Our loan products and online wealth management products are mainly offered through mobile apps. It is difficult to predict the problems we may encounter in developing applications for newly released devices and platforms, and we may need to devote significant resources to the development, support and maintenance of such applications. We are dependent on the interoperability of providing our products and services on popular mobile operating systems that we do not control, such as Android and iOS, and any changes in such systems that degrade the accessibility of our products and services or

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give preferential treatment to competing products and services could adversely affect the usability of our products and services on mobile devices. In addition, we rely upon third-party mobile app stores for users to download our mobile apps. As such, the promotion, distribution and operation of our mobile apps are subject to app stores' standard terms and policies for app developers.

Our future growth and results of operations could suffer if we experience difficulties in the future in offering our products and services through our apps in mobile devices or if problems arise with respect to our relationships with providers of mobile operating systems or mobile app stores, or if we have to incur increased costs to distribute or to have users access our apps on mobile devices. In the event that it is more difficult for our users to access and utilize our products and services on their mobile devices, or if our users choose not to access or use our products and services on their mobile devices or to use mobile operating systems that do not offer access to our products and services, our user growth could be harmed and our business and financial condition and operating results may be adversely affected.

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

Almost all access to the internet in China is maintained through state-owned telecommunication operators under the administrative control and regulatory supervision of the Ministry of Industry and Information Technology, or the MIIT. Our systems infrastructure is currently deployed and our data is currently mainly maintained on third-party cloud computing services platform. Our cloud computing service provider may rely on a limited number of telecommunication service providers to provide it with data communications capacity through local telecommunications lines and internet data centers to host its servers. Such service provider may have limited access to alternative networks or services in the event of disruptions, failures or other problems with China's internet infrastructure or the fixed telecommunications networks provided by telecommunication service providers. With the expansion of our business, we may be required to upgrade our technology and infrastructure to keep up with increasing traffic. We cannot assure you that our cloud computing service provider and the underlying internet infrastructure and the fixed telecommunications networks in China will be able to support the demands associated with the continued growth in internet usage.

In addition, we have no control over the costs of the services provided by telecommunication service providers which in turn, may affect our costs of utilizing customized cloud computing services. If the prices we pay the third-party cloud computing services rise significantly, our results of operations may be adversely affected. Furthermore, if internet access fees or other charges to internet users increase, our user traffic may decline and our business may be harmed.

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

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

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Our products and services contain open source software, which may pose particular risks to our proprietary software, products and services in a manner that negatively affects on our business.

We use open source software in our products and services and will use open source software in the future. There is a risk that open source software licenses could be construed in a manner that imposes unanticipated conditions or restrictions on our ability to provide or distribute our products or services. Additionally, we may face claims from third parties claiming ownership of, or demanding release of, the open source software or derivative works that we developed using such software. These claims could result in litigation and could require us to make our software source code freely available, purchase a costly license or cease offering the implicated products or services unless and until we can re-engineer them to avoid infringement. This re-engineering process could require significant additional research and development resources, and we may not be able to complete it successfully.

Furthermore, because any software source code we contribute to open source projects is publicly available, our ability to protect our intellectual property rights with respect to such software source code may be limited or lost entirely. As a result, we may be unable to prevent our competitors or others from using such software source code contributed by us.

We may not be able to prevent unauthorized use of our intellectual property and may be subject to intellectual property infringement claims, which could reduce demand for our services, adversely affect our revenues and harm our competitive position.

We rely primarily on a combination of copyright, trademark and trade secret laws and contractual rights to establish and protect our intellectual property rights in our services, credit risk management procedures and policies and other aspects of our business. The steps we have taken or will take in the future to protect our intellectual property from infringement, misappropriation or piracy may be insufficient. Implementation of intellectual property-related laws in China has historically been lacking, primarily due to ambiguity in the PRC laws and enforcement difficulties. Accordingly, intellectual property rights and confidentiality protection in China may not be as effective as in the United States or other countries. As of the date of this prospectus, we have registered a series of trademarks material to our business under our name in the PRC, including " "and " ", but we have not completed the registration procedure of some other trademarks such as " "and " ". In addition, we are in the process of applying for trademark registrations in Hong Kong, Indonesia, Thailand and Philippian. Current or potential competitors may use our intellectual property without our authorization in the development and marketing of services that are substantially equivalent or superior to ours, which could reduce demand for our services, adversely affect our revenues and harm our competitive position.

Even if we were to discover evidence of infringement or misappropriation, our recourse against such competitors may be limited or could require us to pursue litigation, which could involve substantial costs and diversion of management's attention from the operation of our business.

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

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

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may be forced to divert management's time and other resources from our business and operations to defend against these claims, regardless of their merits.

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

We may be held liable for information or content displayed on, retrieved from or linked to our websites and mobile applications, which may materially and adversely affect our business and operating results.

The PRC government has adopted regulations governing the distribution of content over the internet. Under these regulations, internet content providers are prohibited from posting or displaying over the internet any content that, among other things, violates PRC laws and regulations, impairs the national dignity of China or the public interest, or is obscene, superstitious, frightening, gruesome, offensive, fraudulent or defamatory. In addition to our website, we also offer our products and services through our mobile applications, which are regulated by the Administrative Provisions on Mobile Internet Applications Information Services, or the APP Provisions, promulgated by the Cyberspace Administration of China, or the CAC, on June 28, 2016 and effective on August 1, 2016. According to the APP Provisions, the providers of mobile applications shall not create, copy, publish or distribute information and content that is prohibited by laws and regulations. We have implemented internal control procedures screening the information and content on our websites and mobile applications to ensure their compliance with the APP Provisions. However, we cannot assure that all the information or content displayed on, retrieved from or linked to our websites and mobile applications complies with the requirements of the PRC laws and regulations at all times. If our websites or mobile applications were found to be violating the PRC laws and regulations, we may be subject to administrative penalties, including warning, service suspension or removal of our mobile applications from the relevant mobile application store, which may materially and adversely affect our business and operating results.

We may from time to time be subject to claims, controversies, lawsuits and legal proceedings, which could have a material adverse effect on our financial condition, results of operations, cash flows and reputation.

We may from time to time become subject to or involved in various claims, controversies, lawsuits, and legal proceedings. However, claims, lawsuits, and litigations are subject to inherent uncertainties, and we are uncertain whether the foregoing claim would develop into a lawsuit. Lawsuits and litigations may cause us to incur defense costs, utilize a significant portion of our resources and divert management's attention from our day-to-day operations, any of which could harm our business. Any settlements or judgments against us could have a material adverse impact on our financial condition, results of operations and cash flows. In addition, negative publicity regarding claims or judgments made against us may damage our reputation and may result in material adverse impact on us.

From time to time we may evaluate and potentially consummate strategic investments or acquisitions, which could require significant management attention, disrupt our business and adversely affect our financial results.

We may evaluate and consider strategic investments, combinations, acquisitions or alliances to further increase the value of our platform and better serve our users. These transactions could be material to our financial condition and results of operations if consummated. If we are able to identify an appropriate business opportunity, we may not be able to successfully consummate the transaction

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and, even if we do consummate such a transaction, we may be unable to obtain the benefits or avoid the difficulties and risks of such transaction.

Strategic investments or acquisitions will involve risks commonly encountered in business relationships, including:

•: difficulties in assimilating and integrating the operations, personnel, systems, data, technologies, rights, platform, products and services of the acquired business;
•: inability of the acquired technologies, products or businesses to achieve expected levels of revenue, profitability, productivity or other benefits;
•: difficulties in retaining, training, motivating and integrating key personnel;
•: diversion of management's time and resources from our daily operations;
•: difficulties in maintaining uniform standards, controls, procedures and policies within the combined organizations;
•: difficulties in retaining relationships with customers, employees and suppliers of the acquired business;
•: risks of entering markets in which we have limited or no prior experience;
•: regulatory risks, including remaining in good standing with existing regulatory bodies or receiving any necessary pre-closing or post-closing approvals, as well as being subject to new regulators with oversight over an acquired business both domestically and overseas;
•: assumption of contractual obligations that contain terms that are not beneficial to us, require us to license or waive intellectual property rights or increase our risk for liability;
•: failure to successfully further develop the acquired technology;
•: liability for activities of the acquired business before the acquisition, including intellectual property infringement claims, violations of laws, commercial disputes, tax liabilities and other known and unknown liabilities;
•: lack of sufficient influential power over the business we invest;
•: potential disruptions to our ongoing businesses; and
•: unexpected costs and unknown risks and liabilities associated with strategic investments or acquisitions.

We may not make any investments or acquisitions, or any future investments or acquisitions may not be successful, may not benefit our business strategy, may not generate sufficient revenues to offset the associated acquisition costs or may not otherwise result in the intended benefits. For example, in 2016, we acquired a majority of equity interest in 9F Primasia Securities , a company incorporated in Hong Kong, to offer stock investment products. There is no assurance that these new investments or acquisitions will prove to be successful and we are subject to government rules and regulations which are evolving and subject to uncertainty. In addition, we cannot assure you that any future investment in or acquisition of new businesses or technology will lead to the successful development of new or enhanced products and services or that any new or enhanced products and services, if developed, will achieve market acceptance or prove to be profitable.

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Our planned expansion into more overseas markets and our operations in the existing overseas markets could fail, reduce operating results and expose us to increased risks associated with different market dynamics and competition in the overseas markets.

We may face many new obstacles in our planned expansion into more overseas markets and our operations in the existing overseas markets. For example, we started to offer offshore stock investments and insurance brokerage services in Hong Kong in 2016, and expect to further expand our businesses overseas especially in Southeast Asia. See "Business—Our Strategies—Strategically Pursue International Expansion and Strategic Investment." These markets are untested for our products and services, and we face risks in expanding our businesses overseas or operating in the existing overseas markets, which include economic, regulatory, legal and political risks inherent in doing businesses overseas, operations and sales in other jurisdictions, including challenges caused by distance and linguistic and cultural differences, the potential for longer collection periods and for difficulty in collecting accounts receivable and enforcing contractual obligations, fluctuations in currency exchange rates, unanticipated changes in laws or regulatory requirements, including tariffs or other barriers to trade, and the potential for political, legal and economic instability. We may not be as successful as our competitors in generating revenues in overseas markets due to the lack of recognition of our products and services or other factors. Developing product recognition overseas is expensive and time-consuming and our international expansion efforts may be more costly and less profitable than we expect. If we are not successful in our existing or target overseas markets, our sales could decline, our margins could be negatively impacted and we could lose market share, any of which could materially harm our business, results of operations and profitability.

For example, we started to offer offshore stock investments and insurance brokerage services in Hong Kong in 2016. We are licensed or registered with the Securities and Futures Commission of Hong Kong, or the SFC, to carry out Type 1 (dealing in securities), Type 4 (advising on securities), Type 5 (advising on corporate finance) and Type 9 (asset management) regulated activities under the Securities and Futures Ordinance (Cap. 571) of Hong Kong, or the SFO. As at March 31, 2019, there were respectively 1,373, 1,496, 168 and 1,694 licensed corporations which were licensed or registered with the SFC to carry out Type 1 (dealing in securities), Type 4 (advising on securities), Type 5 (advising on futures contracts) and Type 9 (asset management) regulated activities under the SFO. There are already established players in these industries. These entities are in direct competition with us and include not only the multi-national financial institutions but also local firms. Our directors believe that competition in the industry rests on (i) the quality of services and advice provided to clients; (ii) the expertise and reputation of the licensed corporation; and (iii) business network and connections of the licensed corporation. There is no assurance that we will be able to uphold our competitive strengths. Any intensified competition may result in our loss of market share, and could materially harm our business, results of operations and profitability.

We are subject to potential exposure to allegation of professional liability with respect to our business operation in Hong Kong.

Our business operation in Hong Kong involves the provision of professional advice to clients on stock investment by professional staff. A client who suffers loss due to such client's reliance on the advice given by our subsidiary, 9F Primasia Securities Limited ("9F Primasia Securities") may have a legal cause of action against 9F Primasia Securities or us for damage, compensation and/or other relief.

Although we have adopted certain relevant internal control measures to minimize the risk of professional negligence and/or employee infidelity with respect to our operation in Hong Kong, there is no assurance that these risks can be completely eliminated with respect to our operation in Hong Kong. Furthermore, as we have not maintained any insurance for allegations relating to professional negligence or employee infidelity, we are exposed to potential liabilities resulting from these allegations.

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If there is any allegation of professional negligence and/or employee infidelity brought against us, we may be exposed to legal and/or other proceedings in Hong Kong which may result in substantial costs and diversion of resources and management's attention. It may also have an adverse impact on our profitability, financial position and reputation.

We are subject to extensive regulatory requirements with respect to our business operation in Hong Kong, non-compliance with which, or changes in these regulatory requirements, may affect our business operations and financial results.

The Hong Kong financial market in which we operate is highly regulated. There are changes in rules and regulations from time to time in relation to the regulatory regime for the financial service industry, including, but not limited to, the SFO, the Companies Ordinance (prior to its repeal and replacement on March 3, 2014 by the Companies Ordinance and the Companies (WUMP) Ordinance), the FRR, the Rules Governing the Listing of Securities and The Hong Kong Codes on Takeovers and Mergers and Share Buy-backs issued by the SFC, all as amended, supplemented or otherwise modified from time to time. Any such changes in the relevant rules and regulations may result in an increase in our cost of compliance, or might restrict our business activities. If we fail to comply with these applicable rules and regulations from time to time, we may face fines or restrictions on our business activities or even suspension or revocation of some or all of our licences for carrying on our business activities.

Furthermore, we are required to be licensed with the relevant regulatory authorities including without limitation, as licensed corporations under the SFO. In this respect, we have to ensure continuous compliance with all applicable laws, regulations and guidelines, and satisfy the SFC, the Hong Kong Stock Exchange and/or other regulatory authorities that we remain fit and proper to be licensed. If there is any change or tightening of the relevant laws, regulations and guidelines, it may materially and adversely affect our business operations.

We may be subject to regulatory inspection and investigations from time to time. With respect to SFC investigations, we may be subject to secrecy obligations under the SFO whereby we are not permitted to disclose certain information relating to the SFC investigations. In addition, unless we are specifically named as the party that is being investigated under the SFO investigation, we generally do not know whether we, any member of us, or any of our respective directors, our responsible officers, our licensed representatives or our staff is the subject of SFC investigations. If the results of the inspections or investigations reveal misconduct, the SFC may take disciplinary actions such as revocation or suspension of licences, public or private reprimand or imposition of pecuniary penalties against us, our responsible officers or licensed representative and/or any of our staff. Any disciplinary actions taken against or penalties imposed on us, our directors, responsible officers, licensed representatives or relevant staff could have an adverse impact on our business operations and financial results

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

Our authorized share capital 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 will be entitled to one vote per share, while holders of Class B ordinary shares will be entitled to five votes per share. We will issue Class A ordinary shares represented by the ADSs in this offering. Each Class B ordinary share is convertible into one Class A ordinary share at any time by the holder thereof, while Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Upon any sale, transfer, assignment or disposition of any Class B ordinary share by a holder thereof to

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any non-affiliate to such holder, or upon a change of control of any Class B ordinary share to any person who is not an affiliate of the registered holder of such Class B ordinary share, each of such Class B ordinary shares will be automatically and immediately converted into one Class A ordinary share.

Immediately after the completion of this offering, Mr. Lei Sun, the chairman of our board of directors and our chief executive officer, will beneficially own an aggregate of outstanding ordinary shares, representing in aggregate % of our total voting power, assuming the underwriters do not exercise their over-allotment option to purchase additional shares, or % of our total voting power, assuming the underwriters exercise their over-allotment option in full. Consequently, Mr. Sun will be able to significantly influence matters requiring shareholders' approval such as electing directors and approving material mergers, acquisitions or other business combination transactions. The dual-class share structure will also allow Mr. Sun to have significant influence on requisition of extraordinary general meeting of shareholders and quorum required for general meeting of shareholders. See "Description of Share Capital—Our Post-Offering Memorandum and Articles of Association—"Voting Rights" and "General Meetings of Shareholders and Shareholders Proposals" for details. Mr. Sun may take actions that are not in the best interest of us or our other shareholders such as investors in this offering. This concentration of voting power and the restriction on transfer of Class B ordinary share may also discourage, delay or prevent a change in control of our company, which could have the dual effect of depriving our other shareholders, including investors in this offering of an opportunity to receive a premium for their shares as part of a sale of our company and reducing the price of our ADSs. These actions may be taken even if they are opposed by our other shareholders, including those who purchase ADSs in this offering. In addition, Mr. Sun could divert business opportunities away from us to himself or others. For more information regarding our principal shareholders and their affiliated entities, see "Principal [and Selling] Shareholders."

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

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

We have granted share options, and may continue to grant share options and other types of awards under our equity incentive plans, which may result in increased share-based compensation expenses.

We have adopted the 2015 Share Incentive Plan and 2016 Share Incentive Plan, effective as of June 2015 and June 2016, respectively, and as amended from time to time. As of the date of this prospectus, options to purchase a total of 366,403 Class A ordinary shares of our company were granted to our managements and employees and outstanding. See "Management—Share Incentive Plan" for a detailed discussion. We recorded RMB110.4 million, RMB2,180.5 million, and RMB508.2 million (US$75.7 million) in 2016, 2017 and 2018, respectively, and RMB121.6 million and RMB33.7 million (US$5.0 million) for the three months ended March 31, 2018 and 2019, respectively, in share-based compensation expenses. We believe the grant of share options and other types of awards is of significant importance to our ability to attract and retain key personnel and employees, and we

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will continue to grant share options and other types of awards to employees in the future. As a result, our expenses associated with share-based compensation may increase, which may have an adverse effect on our results of operations.

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

We anticipate that the net proceeds we receive from this offering, together with our current cash, cash provided by operating activities and funds available through our bank loans and credit facilities, will be sufficient to meet our current and anticipated needs for general corporate purposes for at least the next 12 months. However, we need to make continued investments in facilities, hardware, software, technological systems and to retain talents to remain competitive. Due to the unpredictable nature of the capital markets and the industries we are operating in, we cannot assure you that we will be able to raise additional capital on terms favorable to us, or at all, if and when required, especially if we experience disappointing operating results. If adequate capital is not available to us as required, our ability to fund our operations, take advantage of unanticipated opportunities, develop or enhance our infrastructure or respond to competitive pressures could be significantly limited, which would adversely affect our business, financial condition and results of operations. If we do raise additional funds through the issuance of equity or convertible debt securities, the ownership interests of our shareholders could be significantly diluted. These newly issued securities may have rights, preferences or privileges senior to those of existing shareholders.

We have incurred net losses and negative cash flow from operating activities in the past, and may incur net losses and experience negative cash flow from operating activities in the future.

We have incurred net losses and negative cash flow from operating activities in the past. Although we have recorded net income and generated positive cash flow from operating activities in 2016, 2017 and 2018, respectively, we may incur losses and negative cash flow from operating activities in the future as we grow our business.

Our future financial performance depends on, among other factors, our ability to continue to attract and retain borrowers and investors using our platform, our service fee rates, our user acquisition cost, the effectiveness of our credit risk management system, the accuracy of the borrower credit profile we compile, comparative interest and fee rates, loan policies of major PRC banks, the regulatory environment in China, market competition, and our ability to provide innovative financial services to better serve our investors. Accordingly, you should not rely on the revenues of any past interim period or annual period as an indication of our future performance. We may not be able to maintain the current fee rates due to more intense competition in the future. We also expect our costs to increase in future periods as we continue to acquire new users and expand our business and operations. In addition, we expect to incur substantial costs and expenses as a result of being a public company. If we are unable to generate adequate revenues and to manage our expenses, we may incur significant losses in the future and may not be able to subsequently maintain profitability.

In addition, we may not be able to achieve or sustain profitability or positive cash flow from operating activities and, if we achieve positive operating cash flow, it may not be sufficient to satisfy our anticipated capital expenditures and other cash needs. Further, we may not be able to fund our operating expenses and expenditures and may be unable to fulfill our financial obligations as they become due, which may result in voluntary or involuntary dissolution or liquidation proceedings and a total loss of your investment.

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

Our quarterly results of operations, including the levels of our net revenues, expenses, net (loss)/income and other key metrics, may vary significantly in the future due to a variety of factors, some of which are outside of our control, and period-to-period comparisons of our operating results may not be meaningful. Accordingly, the results for any one quarter are not necessarily an indication of future performance. Fluctuations in quarterly results may adversely affect the market price of our Class A ordinary shares. Factors that may cause fluctuations in our quarterly financial results include but not limited to the following:

•: our ability to attract new users and partners and maintain relationship with existing ones;
•: loan origination volumes and the channels through which borrowers and investors are acquired, including the relative mix of online and offline channels;
•: changes in our product mix and introduction of new loan products;
•: the amount and timing of operating expenses related to acquiring users and the maintenance and expansion of our business, operations and infrastructure;
•: our decision to manage the growth of loan origination volume during the period;
•: network outages or security breaches;
•: general economic, regulatory, industry and market conditions;
•: our emphasis on user experience instead of near-term growth; and
•: the timing of expenses related to the development or acquisition of technologies or businesses.

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

Our business operations depend on the continued services of our senior management, particularly the executive officers named in this prospectus. While we have provided different incentives to our management, we cannot assure you that we can continue to retain their services. If one or more of our key executives were unable or unwilling to continue in their present positions, we may not be able to replace them easily or at all and we may incur additional expenses to recruit, train and retain qualified personnel, our future growth may be constrained, our business may be severely disrupted and our financial condition and results of operations may be materially and adversely affected.

Furthermore, we started to offer offshore stock investments and insurance brokerage services in Hong Kong in 2016. Under the licensing requirements of the SFO, our licensed corporation, 9F Primasia Securities, is required to maintain at least two responsible officers to supervise one or more regulated activities as required under the SFO for each type of regulated activities. As of March 31, 2019, we have five responsible officers for Type 1 (dealing in securities), three responsible officers for Type 4 (advising on securities) and Type 9 (asset management) regulated activities, and two responsible officers for Type 5 (advising on futures contracts) regulated activities under the SFO, and are in compliance with the relevant laws and regulations in Hong Kong. In the event that such responsible officers resign, become disqualified or otherwise ineligible to continue their role as responsible officer, and if there is no immediate and adequate replacement, this may result in a situation where one or more of the four regulated activities have fewer than two responsible officers. In this case, we will be in breach of the relevant licensing requirements which could adversely affect our licensed corporations' status, and our business and financial performance will be negatively impacted.

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In addition, there is no assurance that any member of our management team will not join our competitors or form a competing business. If any dispute arises between our current or former officers and us, we may have to incur substantial costs and expenses in order to enforce such agreements in China or we may be unable to enforce them at all.

Competition for employees is intense, and we may not be able to attract and retain the qualified and skilled employees needed to support our business.

We believe our success depends on the efforts and talent of our employees, including risk management, software engineering, financial and marketing personnel. Our future success depends on our continued ability to attract, develop, motivate and retain qualified and skilled employees. Competition for highly skilled technical, risk management and financial personnel is extremely intense. We may not be able to hire and retain these personnel at compensation levels consistent with our existing compensation and salary structure. Some of the companies with which we compete for experienced employees have greater resources than we have and may be able to offer more attractive terms of employment.

In addition, we invest significant time and expenses in training our employees, which increases their value to competitors who may seek to recruit them. If we fail to retain our employees, we could incur significant expenses in hiring and training new employees, and the quality of our services and our ability to serve borrowers and investors could diminish, resulting in a material adverse effect to our business.

Increases in labor costs in the PRC, Hong Kong and elsewhere on the world where we have operations may adversely affect our business and results of operations.

The economy in China has experienced increases in inflation and labor costs in recent years. As a result, average wages in the PRC are expected to continue to increase. In addition, we are required by PRC laws and regulations to pay various statutory employee benefits, including pension, housing fund, medical insurance, work-related injury insurance, unemployment insurance and maternity insurance to designated government agencies for the benefit of our employees. The requirement of employee benefit plans has not been implemented consistently by the local governments in the PRC given the different levels of economic development in different locations. We have not made adequate employee benefit payments for some of our employees, and we may be required to make up the contributions for these plans as well as to pay late fees and fines. If we are subject to late fees or fines in relation to the underpaid employee benefits, our financial condition and results of operations may be adversely affected. We expect that our labor costs, including wages and employee benefits, will continue to increase. Unless we are able to control our labor costs or pass on these increased labor costs to our users by increasing the fees of our services, our financial condition and results of operations may be adversely affected.

In addition, increases in labor costs in Hong Kong and elsewhere on the world where we have operations may also have a negative impact on our business and results of operations. For example, our licensed staff is essential to the Hong Kong business operation as we rely on their expertise to provide the relevant services. If competition for these licensed professional intensifies, the costs to retain and recruit them may increase. Furthermore, our contemplated business expansion in Hong Kong and elsewhere in the world is also expected to increase our labor costs in the future, which may adversely affect our business and results of operations.

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If we cannot maintain our corporate culture as we grow, our capabilities of innovation, collaboration and focus that contribute to our business may be compromised.

We believe that a critical component of our success is our corporate culture, which we believe fosters innovation, encourages teamwork and cultivates creativity. As we develop the infrastructure of a public company and grow, we may find it difficult to maintain these valuable aspects of our corporate culture. Any failure to preserve our culture could negatively impact our future success, including our ability to attract and retain employees, encourage innovation and teamwork and effectively focus on and pursue our corporate objectives.

Certain data and information in this prospectus were obtained from third-party sources and were not independently verified by us.

This prospectus contains certain data and information that we obtained from various government and private entity publications including the Oliver Wyman report which we commissioned. Statistical data in these publications also include projections based on a number of assumptions. The Chinese credit industry, and the industries we are operating in in particular, may not grow at the rate projected by market data, or at all. Failure of the industries we are operating in to grow at the projected rate may have a material adverse effect on our business and the market price of our ADSs. In addition, the new and rapidly changing nature of the credit and the industries we are operating in results in significant uncertainties for any projections or estimates relating to the growth prospects or future condition of the industries we are operating in. Furthermore, if any one or more of the assumptions underlying the market data is later found to be incorrect, actual results may differ from the projections based on these assumptions.

We have not independently verified the data and information contained in such third-party publications and reports. Data and information contained in such third-party publications and reports may be collected using third-party methodologies. In addition, these industry publications and reports generally indicate that the information contained therein was believed to be reliable, but do not guarantee the accuracy and completeness of such information.

We may not have enough business insurance coverage.

Insurance companies in China currently do not offer as extensive an array of insurance products as insurance companies in more developed economies. Currently, we do not have any business liability or disruption insurance to cover our operations. We have determined that the costs of insuring for these risks and the difficulties associated with acquiring such insurance on commercially reasonable terms make it impractical for us to have such insurance. Any uninsured business disruptions may result in our incurring substantial costs and the diversion of resources, which could have an adverse effect on our results of operations and financial condition.

Our use of some leased properties could be challenged by third parties or government authorities, which may cause interruptions to our business operations.

As of the date of this prospectus, we leased properties for most of our offices and branch offices. The lessors of some leased properties have not been able to provide proper ownership certificates for the properties we lease or prove their rights to sublease the properties to us. If our lessors are not the owners of the properties and they have not obtained consents from the owners or their lessors or permits from the relevant government authorities, our leases could be invalidated. We may have to renegotiate the leases with the owners or the parties who have the right to lease the properties, and the terms of the new leases may be less favorable to us. In addition, our leasehold interests in leased properties have not been registered with relevant PRC government authorities as required by PRC law, which may expose us to potential fines of up to RMB10,000 per unit leasehold.

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As of the date of this prospectus, we are not aware of any claims or actions being contemplated or initiated by government authorities, property owners or any other third parties with respect to our leasehold interests in or use of such properties. However, we cannot assure you that our use of such leased properties will not be challenged. In the event that our use of properties is successfully challenged, we may be subject to fines and forced to relocate the affected operations. In addition, we may become involved in disputes with the property owners or third parties who otherwise have rights to or interests in our leased properties. We can provide no assurance that we will be able to find suitable replacement sites on terms acceptable to us on a timely basis, or at all, or that we will not be subject to material liability resulting from third parties' challenges on our use of such properties. As a result, our business, financial condition and results of operations may be materially and adversely affected.

If our preferential tax treatments are revoked, become unavailable or if the calculation of our tax liability is successfully challenged by the PRC tax authorities, we may be required to pay tax, interest and penalties in excess of our tax provisions, and our results of operations could be materially and adversely affected.

The PRC government has provided various tax incentives to our subsidiaries, variable interest entities and their respective subsidiaries. These incentives include reduced enterprise income tax rates and exemption from enterprise income tax. For example, under the relevant PRC tax laws, the statutory enterprise income tax rate is 25%. However, the income tax rate of an enterprise that has been determined to be a "high and new technology enterprise" can be reduced to a favorable rate of 15%. In addition, the income tax rate of enterprises of encouraged industries in certain regions or enterprises qualified as "small enterprises with low profits" can be reduced to a favorable rate of 15% or 20% or exempted for a certain period. Several of our subsidiaries, variable interest entities and their respective subsidiaries are either subject to the favorable income tax rate of 15%, 20% or been exempted from the enterprise income tax for a certain period. For details, please refer to "Management's discussion and analysis of Financial Condition and Results of Operation—Taxation—China." Any increase in the enterprise income tax rate applicable to our subsidiaries, variable interest entities and their respective subsidiaries, or any discontinuation or retroactive or future reduction of any of the favorable tax treatments currently enjoyed by our subsidiaries, variable interest entities and their respective subsidiaries, could materially and adversely affect our business, financial condition and results of operations. In addition, in the ordinary course of our business, we are subject to complex income tax and other tax regulations and significant judgment is required in the determination of a provision for income taxes. Furthermore, competent PRC tax authorities may conduct tax audits on our subsidiaries, variable interest entities and their respective subsidiaries, and may also challenge our calculation of tax liability. Although we believe our tax provisions are reasonable, if the PRC tax authorities successfully challenge our position and we are required to pay tax, interest and penalties in excess of our tax provisions, our financial condition and results of operations would be materially and adversely affected.

In connection with the audit of our consolidated financial statements as of and for the year ended December 31, 2018, we and our independent registered public accounting firm identified two material weaknesses in our internal control over financial reporting. If we fail to develop and maintain an effective system of internal control over financial reporting, we may be unable to accurately report our financial results or prevent fraud.

Prior to this offering, we have been a private company with limited accounting personnel and other resources with which we address our internal control over financial reporting. In connection with the audit of our consolidated financial statements as of and for the year ended December 31, 2018, we and our independent registered public accounting firm identified two material weaknesses and one information technology related deficiency in our internal control over financial reporting. As defined in the standards established by the U.S. Public Company Accounting Oversight Board, or PCAOB, a "material weakness" is a deficiency, or combination of deficiencies, in internal control over financial

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reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.

One material weakness that has been identified related to the lack of sufficient financial reporting and accounting personnel with appropriate U.S. GAAP knowledge and SEC reporting requirements to properly address complex U.S. GAAP technical accounting issues and to prepare and review financial statements and related disclosures in accordance with U.S. GAAP and financial reporting requirements set forth by the SEC. The other material weakness that has been identified related to our lack of comprehensive accounting policies and procedures manual in accordance with U.S. GAAP. Either of these material weaknesses, if not timely remedied, may lead to significant misstatements in our consolidated financial statements in the future. For example, such material weaknesses have resulted in errors in recognition of revenue and sales and marketing expenses in the consolidated financial statements as of and for the years ended December 31, 2016 and 2017, which has been rectified by our restatements on revenues, selling expenses, and cumulative effects of these adjustments on the previously issued consolidated financial statements as of and for the years ended December 31, 2016 and 2017, as discussed in "Management's Discussion and Analysis of Financial Condition and Results of Operations—Internal Control Over Financial Reporting." In the future, we may identify additional material weaknesses. In addition, if our independent registered public accounting firm attests to, and reports on, the management assessment of the effectiveness of our internal controls, our independent registered public accounting firm may disagree with our management's assessment of the effectiveness of our internal controls.

Neither we nor our independent registered public accounting firm undertook a comprehensive assessment of our internal control for purposes of identifying and reporting material weaknesses and other control deficiencies in our internal control over financial reporting. Had we performed a formal assessment of our internal control over financial reporting or had our independent registered public accounting firm performed an audit of our internal control over financial reporting, additional deficiencies may have been identified.

Following the identification of the material weaknesses and other control deficiencies, we have taken measures and plan to continue to take measures to remedy these material weaknesses. 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 material weaknesses in our internal control over financial reporting, and we cannot conclude that they have been fully remedied. Our failure to correct these material weaknesses or our failure to discover and address any other material weaknesses 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.

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

We are vulnerable to natural disasters and other calamities. Fire, floods, typhoons, earthquakes, power loss, telecommunications failures, break-ins, war, riots, terrorist attacks or similar events may give rise to server interruptions, breakdowns, system failures, technology platform failures or internet failures, which could cause the loss or corruption of data or malfunctions of software or hardware as well as adversely affect our ability to provide products and services on our platform.

Our business could also be adversely affected by the effects of Ebola virus disease, Zika virus disease, H1N1 flu, H7N9 flu, avian flu, Severe Acute Respiratory Syndrome, or SARS, or other epidemics. Our business operations could be disrupted if any of our employees is suspected of having Ebola virus disease, Zika virus disease, H1N1 flu, H7N9 flu, avian flu, SARS or other epidemic, since it

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could require our employees to be quarantined and/or our offices to be disinfected. In addition, our results of operations could be adversely affected to the extent that any of these epidemics harms the Chinese economy in general.

Our headquarters are located in Beijing, where most of our directors and management and a large majority of our employees currently reside. In addition, most of our system hardware and back-up systems are hosted in Beijing and Hangzhou. We also conduct our online wealth management products related business from our Beijing headquarter and Shanghai and Hong Kong branches. Furthermore, we owned a building in Kashi to operate our One Card related business and a credit assessment center in Dalian. We conduct our stock investment businesses in Hong Kong with support provided by a research and development center in Shenzhen. Consequently, we are highly susceptible to factors adversely affecting Beijing, Hangzhou, Dalian, Shanghai, Kashi, Shenzhen and Hong Kong. If any of the abovementioned natural disasters, health epidemics or other outbreaks were to occur in Beijing, Hangzhou, Dalian, Shanghai, Kashi, Shenzhen and Hong Kong, our operation may experience material disruptions, such as temporary closure of our offices and suspension of services, which may materially and adversely affect our business, financial condition and results of operations.

Risks Related to Our Corporate Structure

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

Foreign ownership of value-added telecommunication businesses, such as online data processing and transaction processing services and internet information services, is subject to restrictions under current PRC laws and regulations. For example, foreign investors are generally not allowed to own more than 50% of the equity interests in a value-added telecommunication service provider except for those engaged in e-commerce business, domestic multi-party communications services business, store-and-forward business and call center business, which may be 100% owned by foreign investors, and any such foreign investor must have experience in providing value-added telecommunications services overseas and maintain a good track record in accordance with the Special Administrative Measures for Entry of Foreign Investment (Negative List) (2019 Version), or the Negative List, which will become effective on July 30, 2019 and replaced the negative list in the Guidance Catalog of Industries for Foreign Investment (2018 Revision), and other applicable laws and regulations.

We are a Cayman Islands company and our PRC subsidiaries are considered foreign invested enterprises. The Interim Measures which was published in August 2016 clarified that online lending information intermediary services fell within the category of value-added telecommunication services and the online lending information intermediaries should be subject to value-added telecommunication regulations. Therefore, the online consumer finance services offered by us in China constitute a type of value-added telecommunication services that foreign ownership and investment is restricted and therefore we should provide these services through a variable interest entity to ensure compliance with the relevant PRC laws and regulations. We set up a series of contractual arrangements entered into among Jiufu Lianyin, our wholly-owned subsidiary in China, Jiufu Shuke and Beijing Puhui (collectively, the "consolidated affiliated entities" or "VIEs"), and the shareholders of consolidated affiliated entities to conduct our operations in China. For a detailed description of these contractual arrangements, see "Corporate History and Structure." As a result of these contractual arrangements, we exert control over our consolidated affiliated entities and their subsidiaries and consolidate their operating results in our financial statements under U.S. GAAP.

In the opinion of our PRC counsel, Han Kun Law Offices, our current ownership structure, the ownership structure of our consolidated affiliated entities and their subsidiaries, and the contractual

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arrangements among Jiufu Lianyin, our consolidated affiliated entities and the shareholders of our consolidated affiliated entities are not in violation of any explicit provisions of the existing PRC laws, regulations and rules; and these contractual arrangements are valid, binding and enforceable in accordance with their terms and applicable PRC laws and regulations currently in effect. However, Han Kun Law Offices has also advised us that there are substantial uncertainties regarding the interpretation and application of current or future PRC laws and regulations and there can be no assurance that the PRC government will ultimately take a view that is consistent with the opinion of our PRC counsel.

It is uncertain whether any new PRC laws, regulations or rules relating to the "variable interest entity" structure will be adopted and if adopted, what they would provide. In particular, the National People's Congress approved the Foreign Investment Law, or the 2019 PRC Foreign Investment Law on March 15, 2019, which will come into effect on January 1, 2020. Although the 2019 PRC Foreign Investment Law does not explicitly classify contractual arrangements as a form of foreign investment, the definition of the "foreign investment" under the 2019 PRC Foreign Investment Law contains a catch-all provision providing that investments made by foreign investors through other methods specified in laws or administrative regulations or other methods prescribed by the State Council, which leaves leeway for future laws, administrative regulations or provisions promulgated by the Stale Council to provide for contractual arrangements as a method of foreign investment. Therefore, there is no assurance that foreign investment via contractual arrangement would not be interpreted as a type of indirect foreign investment activities in the future. If the ownership structure, contractual arrangements and business of our company, our PRC subsidiaries or our consolidated affiliated entities are found to be in violation of any existing or future PRC laws or regulations, or we fail to obtain or maintain any of the required permits or approvals, the relevant governmental authorities would have broad discretion in dealing with such violation, including levying fines, confiscating our income or the income of our consolidated affiliated entities and their subsidiaries, revoking the business licenses or operating licenses of our consolidated affiliated entities and their subsidiaries, shutting down our servers or blocking our online digital financial account system, discontinuing or placing restrictions or onerous conditions on our operations, requiring us to undergo a costly and disruptive restructuring, restricting or prohibiting our use of proceeds from this offering to finance our business and operations in China, and taking other regulatory or enforcement actions that could be harmful to our business. Any of these actions could cause significant disruption to our business operations and severely damage our reputation, which would in turn materially and adversely affect our business, financial condition and results of operations. If any of these occurrences results in our inability to direct the activities of our consolidated affiliated entities and their subsidiaries, and/or our failure to receive economic benefits from our consolidated affiliated entities and their subsidiaries, we may not be able to consolidate their results into our consolidated financial statements in accordance with U.S. GAAP.

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

We have relied and expect to continue to rely on contractual arrangements with our consolidated affiliated entities and shareholders of our consolidated affiliated entities, to operate our online consumer finance business, including, among others, the operation of our digital financial account platform, as well as certain other complementary businesses. For a description of these contractual arrangements, see "Corporate History and Structure." These contractual arrangements may not be as effective as direct ownership in providing us with control over our consolidated affiliated entities and their subsidiaries. For example, our consolidated affiliated entities and shareholders of our consolidated affiliated entities may fail to fulfill their contractual obligations with us, such as failure to operate our digital financial account platform effectively and use the domain names and trademarks in a manner as stipulated in the contractual arrangements, or taking other actions that are detrimental to our interests.

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

Any failure by our consolidated affiliated entities or shareholders of our consolidated affiliated entities to perform their obligations under our contractual arrangements would have a material adverse effect on our business.

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

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

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

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

The equity interests of our consolidated affiliated entities are held by Messrs. Yifan Ren, Lei Sun, Changxing Xiao, Lei Liu, Lixing Chen and Mses. Dongcheng Zhang and Lijun Zhang. Their interests in our consolidated affiliated entities may differ from the interests of our company as a whole. These shareholders may breach, or cause our consolidated affiliated entities to breach, the existing contractual arrangements we have with them and our consolidated affiliated entities, which would have a material adverse effect on our ability to effectively control our consolidated affiliated entities and their subsidiaries and receive economic benefits from them. For example, the shareholders of our consolidated affiliated entities may be able to cause our agreements with our consolidated affiliated entities to be performed in a manner adverse to us by, among other things, failing to remit payments due under the contractual arrangements to us on a timely basis. We cannot assure you that when conflicts of interest arise, any or all of these shareholders will act in the best interests of our company or such conflicts will be resolved in our favor.

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

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

Under applicable PRC laws and regulations, arrangements and transactions among related parties may be subject to audit or challenge by the PRC tax authorities. The PRC Enterprise Income Tax Law and other applicable laws and regulations require every enterprise in China to submit its annual enterprise income tax return together with a report on transactions with its related parties to the relevant tax authorities. The tax authorities may impose reasonable adjustments on taxation if they have identified any related party transactions that are inconsistent with arm's length principles. We may face material and adverse tax consequences if the PRC tax authorities determine that the contractual arrangements among Jiufu Lianyin, our wholly-owned subsidiary in China, our consolidated affiliated entities, and the shareholders of our consolidated affiliated entities were not entered into on an arm's length basis in such a way as to result in an impermissible reduction in taxes under applicable PRC laws, regulations and rules, and adjust our consolidated affiliated entities in the form of a transfer pricing adjustment. A transfer pricing adjustment could, among other things, result in a reduction of expense deductions recorded by our consolidated affiliated entities for PRC tax purposes, which could in turn increase their tax liabilities without reducing tax expenses of Jiufu Lianyin. In addition, if we request the shareholders of our consolidated affiliated entities to transfer their equity interests in our consolidated affiliated entities at nominal or no value pursuant to these contractual arrangements, such transfer could be viewed as a gift and subject our designees to PRC income tax; and the taxable

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incomes of a transferring shareholder may be adjusted by the PRC tax authorities to an amount higher than the transfer price set forth under these contractual arrangements and thus the transferring shareholder may be subject to PRC income tax. The tax incurred during the equity interest transfer may be undertaken by us. Furthermore, the PRC tax authorities may impose late payment fees and other penalties on our consolidated affiliated entities for the adjusted but unpaid taxes according to the applicable laws and regulations. Our financial position could be materially and adversely affected if our consolidated affiliated entities' tax liabilities increase or if they are required to pay late payment fees and other penalties.

We may lose the ability to use and enjoy assets and licenses held by our consolidated affiliated entities that are material to the operation of our business if such entities go bankrupt or become subject to a dissolution or liquidation proceeding.

Our consolidated affiliated entities hold certain assets and licenses that are material to the operation of our business, including, among others, intellectual properties and value-added telecommunication licenses. Under the contractual arrangements, our consolidated affiliated entities may not, and the shareholders of our consolidated affiliated entities may not cause them to, in any manner, sell, transfer, mortgage or dispose of their assets or their legal or beneficial interests in the business without our prior consent. However, in the event our consolidated affiliated entities' shareholders breach the these contractual arrangements and voluntarily liquidate our consolidated affiliated entities, or our consolidated affiliated entities declare bankruptcy and all or part of their assets become subject to liens or rights of third-party creditors, or are otherwise disposed of without our consent, we may be unable to continue some or all of our business activities, which could materially and adversely affect our business, financial condition and results of operations. If our consolidated affiliated entities undergo a voluntary or involuntary liquidation proceeding, independent third-party creditors may claim rights to some or all of these assets, thereby hindering our ability to operate our business, which could materially and adversely affect our business, financial condition and results of operations.

If the chops of our PRC subsidiaries, our consolidated affiliated entities and their subsidiaries, are not kept safely, are stolen or are used by unauthorized persons or for unauthorized purposes, the corporate governance of these entities could be severely and adversely compromised.

In China, a company chop or seal serves as the legal representation of the company towards third parties even when unaccompanied by a signature. Each legally registered company in China is required to maintain a company chop, which must be registered with the local Public Security Bureau. In addition to this mandatory company chop, companies may have several other chops which can be used for specific purposes. The chops of our PRC subsidiaries, our consolidated affiliated entities and their subsidiaries are generally held securely by personnel designated or approved by us in accordance with our internal control procedures. To the extent those chops are not kept safe, are stolen or are used by unauthorized persons or for unauthorized purposes, the corporate governance of these entities could be severely and adversely compromised and those corporate entities may be bound to abide by the terms of any documents so chopped, even if they were chopped by an individual who lacked the requisite power and authority to do so.

Risks Related to Doing Business in China and Hong Kong

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

Substantially all of our operations are located in China. Accordingly, our business, prospects, financial condition and results of operations are affected significantly by the political, economic and social climate in China and continuously by the economic performance of China as a whole.

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The Chinese economy is unique from the economies of most developed countries in many respects, the more salient aspects include the amount of government involvement, level of development, growth rate, control of foreign exchange and allocation of resources. Although the Chinese government has implemented measures emphasizing the utilization of market forces for economic reform, the reduction of state ownership of productive assets and the establishment of improved corporate governance in business enterprises, a substantial portion of productive assets in China is still state-owned. In addition, the Chinese government continues to play a significant role in regulating industry development by imposing industrial policies. The Chinese government also exercises significant control over China's economic growth through allocating resources, controlling payment of foreign currency-denominated obligations, setting the monetary policy, and determining the different levels of treatment accorded to different industries and companies in accordance with national development policy. The Chinese government has implemented various measures to encourage economic growth and guide the allocation of resources. Some of these measures may benefit the overall Chinese economy, but may have a negative effect on us. For example, our financial condition and results of operations may be adversely affected by government control over capital investments, banking and shadow banking, or changes in tax regulations.

A downturn in the Chinese or global economy could reduce the demand for personal loans and investments, which could materially and adversely affect our business and financial condition.

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. It is unclear whether the Chinese economy will resume its high growth rate. 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 also been concerns about the economic effect of the tensions in the relationship between China and surrounding Asian countries. Economic conditions in China are sensitive to global economic conditions.

Any prolonged slowdown in the global or Chinese economy may reduce the demand for personal loans and investments and have a negative impact on our business, results of operations and financial condition. Users would rather keep savings for further use or for any emergencies than buying products or services beyond their purchasing power during such slowdown period. if China's GDP growth drops to 5% or even lower, it would have a significant impact on both consumption and financial needs. Furthermore, potential increases in unemployment rate in an economic downturn may hurt borrowers' capability of repayment. Currently, the Chinese government is acting very firmly to create jobs through supporting micro, small and medium enterprises. However, there still remains a possibility that the restructuring of the manufacturing industry in China may cause an increase in the unemployment rates in some regions.

Volatility of the stock market in Hong Kong.

As we have stock business operations in Hong Kong, we are subject to the volatility of the stock market in Hong Kong. The Hong Kong stock market is directly affected by the local and international economic and socio-political environments. Any downturn in the stock market in Hong Kong will directly and adversely affect the number of active corporate finance projects in the market and therefore our performance. Historically, the local and international economic and socio-political environments fluctuated from time to time and the Hong Kong stock market was volatile due to the fluctuation. Severe fluctuation in market and economic sentiments may also result in prolonged period of sluggish market activities which would in turn have adverse impact on our business and operating performance.

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

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

In particular, PRC laws and regulations concerning the online consumer finance industry are developing and evolving. Although we have taken measures to comply with the laws and regulations that are applicable to our business operations, including the regulatory principles raised by the China Banking and Insurance Regulatory Commission, and other competent government authorities, and avoid conducting any non-compliant activities under the applicable laws and regulations, such as illegal fund-raising, forming capital pool or providing guarantee to investors. The PRC government authority may further promulgate new laws and regulations regulating the online consumer finance industry in the future. We cannot assure you that our practice would not be deemed to violate any new PRC laws or regulations relating to online consumer finance. Moreover, developments in the online consumer finance industry may lead to changes in PRC laws, regulations and policies or in the interpretation and application of existing laws, regulations and policies that may limit or restrict online consumer finance companies like us, which could materially and adversely affect our business and operations.

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

Uncertainties exist with respect to the interpretation and implementation of the newly enacted 2019 PRC Foreign Investment Law and how it may impact the viability of our current corporate structure, corporate governance and business operations.

On March 15, 2019, the National People's Congress approved the 2019 PRC Foreign Investment Law, which will come into effect on January 1, 2020 and replace the trio of existing laws regulating foreign investment in China, namely, the Sino-foreign Equity Joint Venture Enterprise Law, the Sino-foreign Cooperative Joint Venture Enterprise Law and the Wholly Foreign-invested Enterprise Law, together with their implementation rules and ancillary regulations. The 2019 PRC Foreign Investment Law embodies an expected PRC regulatory trend to rationalize its foreign investment regulatory regime in line with prevailing international practice and the legislative efforts to unify the corporate legal requirements for both foreign and domestic investments. However, since the 2019 PRC Foreign Investment Law is relatively new, uncertainties still exist in relation to its interpretation and implementation. For instance, under the 2019 PRC Foreign Investment Law, "foreign investment" refers to the investment activities directly or indirectly conducted by foreign individuals, enterprises or other entities in China. Although it does not explicitly classify contractual arrangements as a form of foreign investment, there is no assurance that foreign investment via contractual arrangement would not be interpreted as a type of indirect foreign investment activities in the future. In addition, the definition contains a catch-all provision providing that investments made by foreign investors through other methods specified in laws or administrative regulations or other methods prescribed by the State Council, which leaves leeway for future laws, administrative regulations or provisions promulgated by

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the Stale Council to provide for contractual arrangements as a method of foreign investment. Given the foregoing, it is uncertain whether our contractual arrangements will be deemed to be in violation of the market entry clearance requirements for foreign investment under the PRC laws and regulations.

The "variable interest entity" structure, or VIE structure, has been adopted by many PRC-based companies, including us, to obtain necessary licenses and permits in the industries that are currently subject to foreign investment restrictions or prohibitions in China. See "—Risks Related to Our Corporate Structure" and "Corporate History and Structure." There are uncertainties as to how the 2019 PRC Foreign Investment Law would be further interpreted and implemented. We cannot assure you that the interpretation and implementation of the 2019 PRC Foreign Investment Law made by the relevant governmental authorities in the future will not materially impact the viability of our current corporate structure, corporate governance and business operations in any aspect.

We face uncertainties as to whether the market entry clearance could be obtained if the future interpretation and implementation of the 2019 PRC Foreign Investment Law requires us to obtain one, failure of which may have materially and adversely impact on our operations.

The 2019 PRC Foreign Investment Law specifies that foreign investments shall be conducted in line with the "negative list" to be issued by or approved to be issued by the State Council. A foreign-invested enterprise, or a FIE would not be allowed to make investments in prohibited industries in the "negative list," while a FIE must satisfy certain conditions stipulated in the "negative list" for investment in restricted industries. It is uncertain whether the online consumer finance industry, in which our consolidated affiliated entities and their subsidiaries operate, will be subject to the foreign investment restrictions or prohibitions set forth in the "negative list" to be issued in the future, although it is subject to the foreign investment restrictions set forth in the currently effective Special Management Measures for Access of Foreign Investment (Negative List 2018 Version). Moreover, the 2019 PRC Foreign Investment Law does not indicate what actions must be taken by existing companies with a VIE structure to obtain the market entry clearance if such VIE structure would be deemed as a method of foreign investment. If our VIE structure would be deemed as a method of foreign investment, and any of our business operation would fall in the "negative list," and if the interpretation and implementation of the 2019 PRC Foreign Investment Law and the final "negative list" mandate further actions, such as the current MOFCOM market entry clearance, to be completed by companies with an existing VIE structure like us, we face uncertainties as to whether such clearance can be timely obtained, or at all.

If we are not able to obtain such clearance when required, our VIE structure may be regarded as invalid and illegal. As a result, we would not be able to (i) continue our business in China through our contractual arrangements with our consolidated affiliated entities and shareholders of our consolidated affiliated entities, (ii) exert control over our consolidated affiliated entities and their subsidiaries, (iii) receive the economic benefits of our consolidated affiliated entities and their subsidiaries under such contractual arrangements, or (iv) consolidate the financial results of our consolidated affiliated entities and their subsidiaries. Were this to occur, our results of operations and financial condition would be materially and adversely affected and the market price of our ADSs may decline.

We may be adversely affected by the complexity, uncertainties and changes in PRC regulation of internet-related businesses and companies, and any lack of requisite approvals, licenses or permits applicable to our business may have a material adverse effect on our business and results of operations.

The PRC government extensively regulates the internet industry, including foreign ownership of, and the licensing and permit requirements pertaining to, companies in the internet industry. These internet-related laws and regulations are relatively new and evolving, and their interpretation and enforcement involve significant uncertainties. As a result, in certain circumstances it may be difficult to determine what actions or omissions may be deemed to be in violation of applicable laws and regulations.

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We only have contractual control over our digital financial account system. We do not directly own the account system due to the restriction of foreign investment in businesses providing value-added telecommunication services in China, including internet information provision services. This may significantly disrupt our business, subject us to sanctions, compromise enforceability of related contractual arrangements, or have other harmful effects on us.

The evolving PRC regulatory system for the internet industry may lead to the establishment of new regulatory agencies. For example, in May 2011, the State Council announced the establishment of a new department, the CAC. The primary role of this new agency is to facilitate the policy-making and legislative development in this field, to direct and coordinate with the relevant departments in connection with online content administration and to deal with cross-ministry regulatory matters in relation to the internet industry.

Our digital financial account platform, operated by our consolidated affiliated entities and their subsidiaries, provides value-added telecommunications services, which would require our consolidated affiliated entities and their subsidiaries to obtain certain value-added telecommunications business license. See "Regulation—Regulations Related to Our Business Operation in China—Regulations Related to Value-added Telecommunication Services." Furthermore, it is uncertain if our consolidated affiliated entities and their subsidiaries will be required to obtain additional value-added telecommunications business license with respect to our mobile applications and our online platforms in addition to the value-added telecommunications business licenses that have been obtained by our consolidated affiliated entities and their subsidiaries.

The interpretation and application of existing PRC laws, regulations and policies and possible new laws, regulations or policies relating to the internet industry have created substantial uncertainties regarding the legality of existing and future foreign investments in, and the businesses and activities of, internet businesses in China, including our business. We cannot assure you that we have obtained all the permits or licenses required for conducting our business in China or will be able to maintain our existing licenses or obtain new ones. If the PRC government considers that we were operating without the proper approvals, licenses or permits or promulgates new laws and regulations that require additional approvals or licenses or imposes additional restrictions on the operation of any part of our business, it has the power, among other things, to levy fines, confiscate our income, revoke our business licenses, and require us to discontinue our relevant business or impose restrictions on the affected portion of our business. Any of these actions by the PRC government may have a material adverse effect on our business and results of operations.

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

We are a holding company, and we rely on dividends and other distributions on equity paid by our PRC subsidiaries for our cash and financing requirements, including the funds necessary to pay dividends and other cash distributions to our shareholders and service any debt we may incur. If our PRC subsidiaries incur debt on their own behalf in the future, the instruments governing the debt may restrict their ability to pay dividends or make other distributions to us. In addition, the PRC tax authorities may require our PRC subsidiaries to adjust its taxable income under the contractual arrangements it currently has in place with our consolidated affiliated entities and their shareholders in a manner that would materially and adversely affect their ability to pay dividends and other distributions to us. See "—Risks Related to Our Corporate Structure—Contractual arrangements in relation to our consolidated affiliated entities may be subject to scrutiny by the PRC tax authorities and they may determine that we or our consolidated affiliated entities owe additional taxes, which could negatively affect our financial condition and the value of your investment."

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

Under existing PRC foreign exchange regulations, payments of current account items, such as profit distributions and trade and service-related foreign exchange transactions, can be made in foreign currencies without prior approval from the State Administration of Foreign Exchange, or the SAFE, by complying with certain procedural requirements. Therefore, our PRC subsidiaries directly held by our non-PRC subsidiaries are able to pay dividends in foreign currencies to their non-PRC shareholders without prior approval from the SAFE, subject to the condition that the remittance of such dividends outside of the PRC complies with certain procedures under PRC foreign exchange regulation, such as the overseas investment registrations by the beneficial owners of our company who are PRC residents. However, approval from or registration with appropriate government authorities is required where RMB is to be converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of loans denominated in foreign currencies.

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

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

Any funds we transfer to our PRC subsidiaries, either as a shareholder loan or as an increase in registered capital, are subject to approval by or registration or filing with relevant governmental authorities in China. According to the relevant PRC regulations on foreign-invested enterprises in China, capital contributions to our PRC subsidiaries are subject to the requirement of making necessary filings in the Foreign Investment Comprehensive Management Information System and registration with other governmental authorities in China. In addition, (a) any foreign loan procured by our PRC subsidiaries, consolidated affiliated entities and their subsidiaries is required to be filed with SAFE through the online filing system of SAFE, and (b) each of our PRC subsidiaries, consolidated affiliated entities and their subsidiaries may not procure loans which exceed a statutory upper limit. Any medium or long term loan to be provided by us to our PRC subsidiaries, consolidated affiliated entities and their subsidiaries must be recorded and registered by the NDRC and the SAFE or its local branches. We may not complete such approval, recording, filings or registrations on a timely basis, if at all, with respect to future capital contributions or foreign loans by us to our PRC subsidiaries, consolidated affiliated entities and their subsidiaries. If we fail to complete such approval, recording, filings or

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registrations, our ability to use the proceeds of this offering and to capitalize our PRC operations may be negatively affected, which could adversely affect our liquidity and our ability to fund and expand our business.

In 2008, the SAFE promulgated the Circular on the Relevant Operating Issues Concerning the Improvement of the Administration of the Payment and Settlement of Foreign Currency Capital of Foreign-Invested Enterprises, or SAFE Circular 142, which used to regulate the conversion by foreign-invested enterprises of foreign currency into Renminbi by restricting the usage of converted Renminbi. On March 30, 2015, the SAFE promulgated the Circular on Reforming the Management Approach Regarding the Foreign Exchange Capital Settlement of Foreign-Invested Enterprises, or SAFE Circular 19. SAFE Circular 19 took effect as of June 1, 2015 and superseded SAFE Circular 142 on the same date. SAFE Circular 19 launched a nationwide reform of the administration of the settlement of the foreign exchange capitals of foreign-invested enterprises and allows foreign-invested enterprises to settle their foreign exchange capital at their discretion, but continues to prohibit foreign-invested enterprises from using the Renminbi fund converted from their foreign exchange capitals for expenditures beyond their business scopes. On June 9, 2016, the SAFE promulgated the Circular on Reforming and Standardizing the Administrative Provisions on Capital Account Foreign Exchange, or SAFE Circular 16. SAFE Circular 19 and SAFE Circular 16 continue to prohibit foreign-invested enterprises from, among other things, using RMB fund converted from its foreign exchange capitals for expenditure beyond its business scope, securities investment or other financial investment except for guaranteed financial products issued by banks, providing loans to non-affiliated enterprises unless otherwise permitted under its business scope or constructing or purchasing real estate not for self-use. SAFE Circular 19 and SAFE Circular 16 may significantly limit our ability to transfer to and use in China the net proceeds from this offering, which may adversely affect our business, financial condition and results of operations.

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

The value of the Renminbi against the U.S. dollar and other currencies may fluctuate and is affected by, among other things, changes in political and economic conditions in China and by China's foreign exchange policies. On July 21, 2005, the PRC government changed its decade-old policy of pegging the value of the Renminbi to the U.S. dollar, and the Renminbi appreciated more than 20% against the U.S. dollar over the following three years. Between July 2008 and June 2010, this appreciation halted and the exchange rate between the Renminbi and the U.S. dollar remained within a narrow band. Since June 2010, the Renminbi has fluctuated against the U.S. dollar, at times significantly and unpredictably. On November 30, 2015, the Executive Board of the International Monetary Fund (IMF) completed the regular five-year review of the basket of currencies that make up the Special Drawing Right, or the SDR, and decided that with effect from October 1, 2016, Renminbi is determined to be a freely usable currency and will be included in the SDR basket as a fifth currency, along with the U.S. dollar, the Euro, the Japanese yen and the British pound. In the fourth quarter of 2016, the RMB has depreciated significantly in the backdrop of a surging U.S. dollar and persistent capital outflows of China. With the development of the foreign exchange market and progress towards interest rate liberalization and Renminbi internationalization, the PRC government may in the future announce further changes to the exchange rate system and we cannot assure you that the Renminbi will not appreciate or depreciate significantly in value against the U.S. dollar in the future. It is difficult to predict how market forces or PRC or U.S. government policy may impact the exchange rate between the Renminbi and the U.S. dollar in the future.

Significant revaluation of the Renminbi may have a material and adverse effect on your investment. For example, to the extent that we need to convert U.S. dollars we receive from this offering into Renminbi for our operations in China, appreciation of the Renminbi against the

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U.S. dollar would have an adverse effect on the Renminbi amount we would receive from the conversion. Conversely, if we decide to convert our Renminbi into U.S. dollars for the purpose of 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 amount available to us.

Very limited hedging options are available in China to reduce our exposure to exchange rate fluctuations. To date, we have not entered into any hedging transactions in an effort to reduce our exposure to foreign currency exchange risk. While we may decide to enter into hedging transactions in the future, the availability and effectiveness of these hedges may be limited and we may not be able to adequately hedge our exposure or at all. In addition, our currency exchange losses may be magnified by PRC exchange control regulations that restrict our ability to convert Renminbi into foreign currency.

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

The PRC government imposes controls on the convertibility of the RMB into foreign currencies and, in certain cases, the remittance of currency out of China. We receive substantially all of our net revenues in RMB. Under our current corporate structure, our company in the Cayman Islands relies on dividend payments from our PRC subsidiaries to fund any cash and financing requirements we may have. Under existing PRC foreign exchange regulations, payments of current account items, such as profit distributions and trade and service-related foreign exchange transactions, can be made in foreign currencies without prior approval from SAFE by complying with certain procedural requirements. Therefore, our PRC subsidiaries are able to pay dividends in foreign currencies to us without prior approval from SAFE, subject to the condition that the remittance of such dividends outside of the PRC complies with certain procedures under PRC foreign exchange regulation, such as the overseas investment registrations by the beneficial owners of our company who are PRC residents. But approval from, registration or filing with appropriate government authorities is required where RMB is to be converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of loans denominated in foreign currencies.

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. More restrictions and substantial vetting process are put in place by SAFE to regulate cross-border transactions falling under the capital account. The PRC government may at its discretion further restrict access 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.

Failure to make adequate contributions to various employee benefit plans and withhold individual income tax on employees' salaries as required by PRC regulations may subject us to penalties.

Companies operating in China are required to participate in various government sponsored employee benefit plans, including certain social insurance, housing funds and other welfare-oriented payment obligations, and contribute to the plans in amounts equal to certain percentages of salaries, including bonuses and allowances, of our employees up to a maximum amount specified by the local government from time to time at locations where we operate our businesses. The requirement of employee benefit plans has not been implemented consistently by the local governments in China given the different levels of economic development in different locations. Companies operating in China are also required to withhold individual income tax on employees' salaries based on the actual salary of each employee upon payment. We have not made adequate employee benefit payments. Neither have we fully withheld the individual income tax in accordance with the relevant PRC laws and regulations.

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With respect to the underpaid employee benefits, we may be required to make up the contributions for these plans as well as to pay late fees and fines; with respect to the underwithheld individual income tax, we may be required to make up sufficient withholding and pay late fees and fines. If we are subject to late fees or fines in relation to the underpaid employee benefits and underwithheld individual income tax, our financial condition and results of operations may be adversely affected.

The M&A Rules and certain other PRC regulations establish complex procedures for some acquisitions of Chinese companies by foreign investors, which could make it more difficult for us to pursue growth through acquisitions in China.

The Regulations on Mergers and Acquisitions of Domestic Companies by Foreign Investors, or the M&A Rules, adopted by six PRC regulatory agencies in 2006 and amended in 2009, and some other regulations and rules concerning mergers and acquisitions established additional procedures and requirements that could make merger and acquisition activities by foreign investors more time consuming and complex, including requirements that the approval from MOFCOM be obtained in circumstances where overseas companies established or controlled by PRC enterprises or natural persons acquire an affiliated PRC domestic enterprise. Moreover, the Anti-Monopoly Law requires that the MOFCOM shall be notified in advance of any concentration of undertaking if certain thresholds are triggered. In addition, the security review rules issued by the MOFCOM that became effective in September 2011 specify that mergers and acquisitions by foreign investors that raise "national defense and security" concerns and mergers and acquisitions through which foreign investors may acquire de facto control over domestic enterprises that raise "national security" concerns are subject to strict review by the MOFCOM, and the rules prohibit any activities attempting to bypass a security review, including by structuring the transaction through a proxy or contractual control arrangement. In the future, we may grow our business by acquiring complementary businesses. Complying with the requirements of the above-mentioned regulations and other relevant rules to complete such transactions could be time consuming, and any required approval processes, including obtaining approval from the MOFCOM or its local counterparts may delay or inhibit our ability to complete such transactions, which could affect our ability to expand our business or maintain our market share.

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

The SAFE promulgated the Circular on Relevant Issues Relating to PRC Resident's Investment and Financing and Roundtrip Investment through Special Purpose Vehicles, or SAFE Circular 37, in July 2014, which replaced the previous Circular on Relevant Issues Concerning Foreign Exchange Administration for PRC Residents Engaging in Financing and Roundtrip Investments through Overseas Special Purpose Vehicles, or SAFE Circular 75. SAFE Circular 37 requires PRC residents, including PRC resident individuals and PRC 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 resident individuals must update their SAFE registrations when the offshore special purpose vehicle that such PRC resident individuals directly own the equity interests in undergoes material events relating to any change of basic information (including change of such PRC residents or entities, name and operation term), increases or decreases in investment amount, transfers or exchanges of shares, or mergers or divisions. SAFE Circular 37 also requires a PRC entity to undergo the foreign exchange registration and updating procedure in accordance with the Provisions on Foreign Exchange Administration of the Outbound Direct Investment of Domestic Institutions, issued by the SAFE in July 2009 and other relevant regulations.

On February 28, 2015, SAFE promulgated a Notice on Further Simplifying and Improving Foreign Exchange Administration Policy on Direct Investment, or SAFE Notice 13, which became effective on

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June 1, 2015. In accordance with SAFE Notice 13, PRC residents are required to apply for foreign exchange registration of foreign direct investment and outbound direct investment, including those required under SAFE Circular 37, with qualified banks, instead of SAFE. The qualified banks, under the supervision of SAFE, directly examine the applications and conduct the registration.

In addition, pursuant to the Measures for the Administration of Outbound Investment promulgated by the MOFCOM in August 2014, and the Administrative Measures of Outbound Investment of Enterprises promulgated by NDRC in December 2017, both of which replaced previous rules regarding outbound direct investment by PRC entities, any outbound investment of PRC enterprises is required to be approved by or filed with MOFCOM, NDRC or their local branches. Certain state-owned enterprises may also be required to complete approval or filing procedures with state-owned assets supervision and administration authorities for some of their outbound direct investment.

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

Our founders and a number of our directors, officers and individual shareholders who indirectly hold shares in our Cayman Islands holding company and who are known to us as being PRC residents, including Yifan Ren, Lei Sun, Changxing Xiao, Dongcheng Zhang, Lei Liu, Lixing Chen, Jiachu Qu and Zhijun Li, have completed the foreign exchange registrations in accordance with SAFE Circular 37 or SAFE Circular 75 then in effect. In October 2018, Lei Sun established a trust, of which he and his family members are beneficiaries, and transferred all shares of our company he beneficially owned to this trust. In December 2018, each of the five other directors and officers of our company established a trust, of which he and his family members are beneficiaries, and transferred all shares of our company he beneficially owned to such trust, respectively. See "Principal [and Selling Shareholders]." All beneficiaries of such trusts who are PRC residents are required to complete relevant registrations pursuant to SAFE Circular 37. We have notified the beneficiaries of the trusts who we know are PRC residents of their filing obligation, including the obligation to make initial registration or updates under SAFE Circular 37, and such beneficiaries have undertaken to complete relevant registrations as soon as such registration is practical with the local SAFE branches or qualified banks.

However, we may not be informed of the identities of all the PRC residents holding direct or indirect interest in our company, nor can we compel our beneficial owners to comply with the requirements of SAFE Circular 37 and other outbound investment related regulations. As a result, we cannot assure you that all of our shareholders or beneficial owners who are PRC residents have complied with, and will in the future make or obtain any applicable registrations or approvals required by, SAFE Circular 37 and other outbound investment related regulations. Failure by such shareholders or beneficial owners to comply with SAFE Circular 37 and other outbound investment related regulations, or failure by us to amend the foreign exchange registrations of our PRC subsidiaries, could subject us or our shareholders to fines or legal sanctions, restrict our overseas or cross-border investment activities, limit our PRC subsidiaries' ability to make distributions or pay dividends to us or affect our ownership structure, which could adversely affect our business and prospects.

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

Pursuant to SAFE Circular 37, PRC residents who participate in stock incentive plans in overseas non-publicly-listed companies may submit applications to SAFE or its local branches for the foreign exchange registration with respect to offshore special purpose vehicles. In the meantime, our directors, executive officers and other employees who are PRC residents and who have been granted stock options by us, may follow the Notices on Issues Concerning the Foreign Exchange Administration for Domestic Individuals Participating in Stock Incentive Plan of Overseas Publicly-Listed Company, promulgated by the SAFE in 2012, or 2012 SAFE Notices. Pursuant to the 2012 SAFE Notices, PRC citizens and non-PRC citizens who reside in China for a continuous period of not less than one year who participate in any stock incentive plan of an overseas publicly listed company are required to register with SAFE through a domestic qualified agent, which could be the PRC subsidiaries of such overseas listed company, and complete certain other procedures. In addition, an overseas entrusted institution must be retained to handle matters in connection with the exercise or sale of stock options and the purchase or sale of shares and interests. We and our directors, executive officers and other employees who are PRC citizens or who reside in the PRC for a continuous period of not less than one year and who have been granted stock options will be subject to these regulations when our company becomes an overseas listed company upon the completion of this offering. Failure to complete the SAFE registrations may subject them to fines and legal sanctions, and may also limit our ability to contribute additional capital into our PRC subsidiaries and limit our PRC subsidiaries' ability to distribute dividends to us. We also face regulatory uncertainties that could restrict our ability to adopt additional incentive plans for our directors, executive officers and employees under PRC law. See "Regulation—Regulations Related to Our Business Operation in China—Regulations Related to Employee Stock Incentive Plan."

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

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

Under the PRC Enterprise Income Tax Law and its implementation rules, an enterprise established outside of the PRC with a "de facto management body" within the PRC is considered a resident enterprise and will be subject to the enterprise income tax on its global income at the rate of 25%. The implementation rules define the term "de facto management body" as the body that exercises full and substantial control over and overall management of the business, productions, personnel, accounts and properties of an enterprise. Circular 82, issued by the SAT in April 2009 and amended in January 2014, provides certain specific criteria for determining whether the "de facto management body" of a PRC-controlled enterprise that is incorporated offshore is located in China. Although this circular only applies to offshore enterprises controlled by PRC enterprises or PRC enterprise groups, not those controlled by PRC individuals or foreigners like us, the criteria set forth in the circular may reflect the SAT's general position on how the "de facto management body" test should be applied in determining the tax resident status of all offshore enterprises. According to Circular 82, an offshore incorporated

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enterprise controlled by a PRC enterprise or a PRC enterprise group will be regarded as a PRC tax resident by virtue of having its "de facto management body" in China and will be subject to PRC enterprise income tax on its global income only if all of the following conditions are met: (i) the primary location of the day-to-day operational management is in the PRC; (ii) decisions relating to the enterprise's financial and human resource matters are made or are subject to approval by organizations or personnel in the PRC; (iii) the enterprise's primary assets, accounting books and records, company seals, and board and shareholder resolutions, are located or maintained in the PRC; and (iv) at least 50% of voting board members or senior executives habitually reside in the PRC.

We believe none of our entities outside of China is a PRC resident enterprise for PRC tax purposes. See "Taxation—People's Republic of China Taxation." However, the tax resident status of an enterprise is subject to determination by the PRC tax authorities and uncertainties remain with respect to the interpretation of the term "de facto management body." As substantially all of our management members are based in China, it remains unclear how the tax residency rule will apply to our case. If the PRC tax authorities determine that 9F Inc. or any of our subsidiaries outside of China is a PRC resident enterprise for PRC enterprise income tax purposes, then 9F Inc. or such subsidiary could be subject to PRC tax at a rate of 25% on its world-wide income, which could materially reduce our net income. In addition, we will also be subject to PRC enterprise income tax reporting obligations. Furthermore, if the PRC tax authorities determine that we are a PRC resident enterprise for enterprise income tax purposes, gains realized on the sale or other disposition of our ADSs or Class A ordinary shares may be subject to PRC tax, and dividends we pay may be subject to PRC withholding tax, at a rate of 10% in the case of non-PRC enterprises or 20% in the case of non-PRC individuals (in each case, subject to the provisions of any applicable tax treaty), if such gains or dividends are deemed to be from PRC sources. It is unclear whether non-PRC shareholders of our company would be able to claim the benefits of any tax treaties between their country of tax residence and the PRC in the event that we are treated as a PRC resident enterprise. Any such tax may reduce the returns on your investment in the ADSs or Class A ordinary shares.

We may not be able to obtain certain benefits under relevant tax treaty on dividends paid by our PRC subsidiaries to us through our Hong Kong subsidiary.

We are a holding company incorporated under the laws of the Cayman Islands and as such rely on dividends and other distributions on equity from our PRC subsidiaries to satisfy part of our liquidity requirements. Pursuant to the PRC Enterprise Income Tax Law, a withholding tax rate of 10% currently applies to dividends paid by a PRC "resident enterprise" to a foreign enterprise investor, unless any such foreign investor's jurisdiction of incorporation has a tax treaty with China that provides for preferential tax treatment. Pursuant to the Arrangement between the Mainland China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and Tax Evasion on Income, or the Double Tax Avoidance Arrangement, and the Notice on Certain Issues with Respect to the Enforcement of Dividend Provisions in Tax Treaties, or the Circular 81, issued by the SAT, such withholding tax rate may be lowered to 5% if the PRC enterprise is at least 25% held by a Hong Kong enterprise for at least 12 consecutive months prior to distribution of the dividends and is determined by the relevant PRC tax authority to have satisfied other conditions and requirements under the Double Tax Avoidance Arrangement and other applicable PRC laws. However, based on the Circular 81, if the relevant PRC tax authority determines, in its discretion, that a company benefits from such reduced income tax rate due to a structure or arrangement that is primarily tax-driven, such PRC tax authority may adjust the preferential tax treatment. Furthermore, under the Administrative Measures for Non-Resident Enterprises to Enjoy Treatments under Tax Treaties, which became effective in November 2015, the non-resident enterprises shall determine whether they are qualified to enjoy the preferential tax treatment under the tax treaties and file relevant report and materials with the tax authorities. In addition, based on the Notice on Issues concerning Beneficial Owner in Tax Treaties, or Circular 9, issued on February 3, 2018 by the SAT, which became effective from April 1, 2018, when determining the applicant's status of the "beneficial owner" regarding tax treatments in connection with dividends, interests or royalties in the tax treaties, several factors, including

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without limitation, whether the applicant is obligated to pay more than 50% of the applicant's income in twelve months to residents in third country or region, whether the business operated by the applicant constitutes the actual business activities, and whether the counterparty country or region to the tax treaties does not levy any tax or grant tax exemption on relevant incomes or levy tax at an extremely low rate, will be taken into account, and it will be analyzed according to the actual circumstances of the specific cases. There are also other conditions for enjoying the reduced withholding tax rate according to other relevant tax rules and regulations. See "Taxation—People's Republic of China Taxation." We cannot assure you that our determination regarding our qualification to enjoy the preferential tax treatment will not be challenged by the relevant PRC tax authority or we will be able to complete the necessary filings with the relevant PRC tax authority and enjoy the preferential withholding tax rate of 5% under the Double Taxation Arrangement with respect to dividends to be paid by our PRC subsidiaries to 9F HK, our Hong Kong subsidiary.

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

Pursuant to the Circular 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: (a) has an effective tax rate less than 12.5% or (b) 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.

On February 3, 2015, the SAT issued a Public Notice Regarding Certain Corporate Income Tax Matters on Indirect Transfer of Properties by Non-Resident Enterprises, or SAT Public Notice 7. SAT Public Notice 7 supersedes certain 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 Public Notice 7 has introduced a new tax regime that is significantly different from the previous one under SAT Circular 698. SAT Public Notice 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 Public Notice 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 Public Notice 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 transferor shall be subject to withholding of applicable taxes, currently at a rate of 10%. On October 17, 2017, SAT issued the Announcement of the State Administration of Taxation on Issues Concerning the Withholding of Non-resident Enterprise Income Tax at Source, or SAT Bulletin 37, which became effective on December 1, 2017 and abolished SAT Circular 698 as well as certain provisions in SAT Circular 7. The SAT Bulletin 37 further clarifies the practice and procedure of the withholding of non-resident enterprise income tax. Pursuant to SAT Bulletin 37, where the party responsible to withhold such income tax did not or was unable to withhold, and the non-resident enterprise receiving such income failed to declare and pay the taxes that should have been withheld to the relevant tax authority, both of such parties may be subject to penalties.

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We face uncertainties as to the reporting and other implications of certain past and future transactions where PRC taxable assets are involved, such as offshore restructuring, sale of the shares in our offshore subsidiaries or investments. Our company may be subject to filing obligations or taxed or subject to withholding obligations in such transactions, under SAT Public Notice 7 and SAT Bulletin 37. For transfer of shares in our company by investors that are non-PRC resident enterprises, our PRC subsidiaries may be requested to assist in the filing under SAT Public Notice 7 and SAT Bulletin 37. As a result, we may be required to expend valuable resources to comply with SAT Public Notice 7 and SAT Bulletin 37 or to request the relevant transferors from whom we purchase taxable assets to comply with these circulars, or to establish that our company should not be taxed under these circulars, which may have a material adverse effect on our financial condition and results of operations.

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

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

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

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

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

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 PRC law. Specifically, for certain U.S.-listed companies operating and audited in the PRC, 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 PRC law, they could not respond directly to the U.S. regulators on those requests, and that requests by foreign regulators for access to such papers in China had to be channeled through the China Securities Regulatory Commission, or the CSRC.

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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 Commisioners 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. Under the terms of the settlement, the underlying proceeding against the four PRC-based accounting firms was deemed dismissed with prejudice at the end of four years starting from the settlement date, which was February 6, 2019. We cannot predict if the SEC will further challenge the four PRC-based accounting firms' compliance with U.S. law in connection with U.S. regulatory requests for audit work papers or if the results of such a challenge would result in the SEC imposing penalties such as suspensions. If additional challenges are imposed on the Chinese affiliates of the "big four" accounting firms, our ability to timely file future financial statements in compliance with the requirements of the Exchange Act may be adversely affected.

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 ADSs 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 [New York Stock Exchange/Nasdaq Stock Market] or deregistration from the SEC, or both, which would substantially reduce or effectively terminate the trading of our ADSs in the United States.

Risks Related to This Offering and Our American Depositary Shares

There has been no public market for our ordinary shares or ADSs prior to this offering, and you may not be able to resell our ADSs at or above the price you paid, or at all.

Prior to this initial public offering, there has been no public market for our ordinary shares or ADSs. We plan to apply to list our ADSs on the [New York Stock Exchange/Nasdaq Stock Market]. Our ordinary shares will not be listed on any exchange or quoted for trading on any over-the-counter trading system. If an active trading market for our ADSs does not develop after this offering, the market price and liquidity of our ADSs will be materially and adversely affected.

Negotiations with the underwriters will determine the initial public offering price for our ADSs which may bear no relationship to their market price after the initial public offering. We cannot assure you that an active trading market for our ADSs will develop or that the market price of our ADSs will not decline below the initial public offering price.

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The market price for our ADSs may be volatile.

The trading prices of our ADSs are likely to be volatile and could fluctuate widely due to factors beyond our control. This may happen because of broad market and industry factors, like the performance and fluctuation in the market prices or the underperformance or deteriorating financial results of other listed companies based in China that have listed their securities in the United States in recent years. The securities of some of these companies have experienced significant volatility since their initial public offerings, including, in some cases, substantial price declines in their trading prices. The trading performances of other Chinese companies' securities after their offerings may affect the attitudes of investors toward Chinese companies listed in the United States, which consequently may impact the trading performance of our ADSs, regardless of our actual operating performance. In addition, any negative news or perceptions about inadequate corporate governance practices or fraudulent accounting, corporate structure or other matters of other Chinese companies may also negatively affect the attitudes of investors towards Chinese companies in general, including us, regardless of whether we have conducted any inappropriate activities. In addition, securities markets may from time to time experience significant price and volume fluctuations that are not related to our operating performance, such as the large decline in share prices in the United States, China and other jurisdictions in late 2008, early 2009 and the second half of 2011, which may have a material adverse effect on the market price of our ADSs.

In addition to the above factors, the price and trading volume of our ADSs may be highly volatile due to multiple factors, including the following:

•: regulatory developments affecting us, our users, or our industry;
•: conditions in the online consumer finance industries and online wealth management industry;
•: announcements of studies and reports relating to the quality of our product and service offerings or those of our competitors;
•: changes in the economic performance or market valuations of other online consumer finance and online wealth management companies;
•: actual or anticipated fluctuations in our quarterly results of operations and changes or revisions of our expected results;
•: changes in financial estimates by securities research analysts;
•: announcements by us or our competitors of new product and service offerings, acquisitions, strategic relationships, joint ventures or capital commitments;
•: additions to or departures of our senior management;
•: detrimental negative publicity about us, our management or our industry;
•: fluctuations of exchange rates between the Renminbi and the U.S. dollars;
•: release or expiry of lock-up or other transfer restrictions on our outstanding Class A ordinary shares or ADSs; and
•: sales or perceived potential sales of additional Class A ordinary shares or ADSs.

If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, the market price for our ADSs and trading volume could decline.

The trading market for our ADSs will depend in part on the research and reports that securities or industry analysts publish about us or our business. If research analysts do not establish and maintain adequate research coverage or if one or more of the analysts who cover us downgrade our ADSs or

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publish inaccurate or unfavorable research about our business, the market price for our ADSs would likely decline. If one or more of these analysts cease coverage of our company or fail to publish reports on us regularly, we could lose visibility in the financial markets, which, in turn, could cause the market price or trading volume for our ADSs to decline.

Because our initial public offering price is substantially higher than our net tangible book value per share, you will experience immediate and substantial dilution.

If you purchase ADSs in this offering, you will pay more for your ADSs than the amount paid by our existing shareholders for their ordinary shares on a per ADS basis. As a result, you will experience immediate and substantial dilution of US$ per ADS, representing the difference between the assumed initial public offering price of US$ per ADS, the midpoint of the estimated range of the initial public offering price, and our net tangible book value per ADS as of March 31, 2019, after giving effect to the net proceeds to us from this offering. In addition, you may experience further dilution to the extent that our Class A ordinary shares are issued upon the exercise of any share options. See "Dilution" for a more complete description of how the value of your investment in our ADSs will be diluted upon completion of this offering.

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

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

Our board of directors has discretion as to whether to distribute dividends, subject to certain restrictions under Cayman Islands law, namely that our company may only pay dividends out of profits or share premium, and provided always 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. In addition, our shareholders may by ordinary resolution declare a dividend, but no dividend may exceed the amount recommended by our board of 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 after this offering or even maintain the price at which you purchased the ADSs. You may not realize a return on your investment in our ADSs and you may even lose your entire investment in our ADSs.

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

Sales of our ADSs in the public market after this offering, or the perception that these sales could occur, could cause the market price of our ADSs to decline. Upon completion of this offering, we will have shares outstanding, 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 Securities Act. The remaining ordinary shares outstanding after this offering will be available for sale, 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 Rules 144 and 701 under the Securities Act. Any or all of these shares may be released prior to the expiration of the lock-up period at the discretion of the representatives of the underwriters of this offering. To the extent

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shares are released before the expiration of the lock-up period and sold into the market, the market price of our ADSs could decline.

After completion of this offering, certain holders of our ordinary shares may cause us to register under the Securities Act the sale of their shares, subject to the 180-day lock-up period in connection with this offering. Registration of these shares under the Securities Act would result in ADSs representing these shares becoming freely tradable without restriction under the Securities Act immediately upon the effectiveness of the registration. Sales of these registered shares in the form of ADSs in the public market could cause the price of our ADSs to decline.

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

As a holder of our ADSs, you will not have any direct right to attend general meetings of our shareholders or to cast any votes at such meetings. You will only be able to exercise the voting rights which attach to the underlying Class A ordinary shares which are represented by your ADSs indirectly by giving voting instructions to the depositary in accordance with the provisions of the deposit agreement. Under the deposit agreement, you may vote only by giving voting instructions to the depositary, as the holder of the underlying Class A ordinary shares which are represented by your ADSs. Upon receipt of your voting instructions, the depositary will endeavor to vote the Class A underlying Class A ordinary shares in accordance with your instructions in the event voting is by poll, and in accordance with instructions received from a majority of holders of ADSs who provide instructions in the event voting is by show of hands. The depositary will not join in demanding a vote by poll. You will not be able to directly exercise any right to vote with respect to the underlying ordinary shares unless you withdraw the shares and become the registered holder of such shares prior to the record date for the general meeting. Under our amended and restated memorandum and articles of association that will become effective immediately prior to completion of this offering, the minimum notice period required to be given by our company to our registered shareholders for convening a general meeting is seven days. When a general meeting is convened, you may not receive sufficient advance notice to enable you to withdraw the underlying shares which are represented by your ADSs and become the registered holder of such shares prior to the record date for the general meeting to allow you to attend the general meeting or to vote directly with respect to any specific matter or resolution which is to be considered and voted upon at the general meeting. In addition, under our amended and restated memorandum and articles of association that will become effective immediately prior to completion of this offering, for the purposes of determining those shareholders who are entitled to attend and vote at any general meeting, our directors may close our register of members and/or fix in advance a record date for such meeting, and such closure of our register of members or the setting of such a record date may prevent you from withdrawing the underlying shares which are represented by your ADSs and becoming the registered holder of such shares prior to the record date, so that you would not be able to attend the general meeting or to vote directly. Where any matter is to be put to a vote at a general meeting, the depositary will, if we request, and subject to the terms of the deposit agreement, endeavor to notify you of the upcoming vote and 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 the underlying shares which are represented by your ADSs. In addition, the depositary and its agents are not responsible for failing to carry out voting instructions or for their manner of carrying out your voting instructions. This means that you may not be able to exercise your right to direct the voting of the underlying shares which are represented by your ADSs, and you may have no legal remedy if the underlying shares are not voted as you requested.

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Except in limited circumstances, the depositary for our ADSs will give us a discretionary proxy to vote our Class A ordinary shares underlying your ADSs if you do not instruct the depositary how to vote such shares, which could adversely affect your interests.

Under the deposit agreement for our ADSs, the depositary will give us (or our nominee) a discretionary proxy to vote our Class A ordinary shares underlying your ADSs at shareholders' meetings if you do not give voting instructions to the depositary as to how to vote the Class A ordinary shares underlying your ADSs at any particular shareholders' meeting, unless:

•: we have failed to timely provide the depositary with our 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
•: voting at the meeting is made on a show of hands.

The effect of this discretionary proxy is that, if you fail to give voting instructions to the depositary as to how to vote the Class A ordinary shares underlying your ADSs at any particular shareholders' meeting, you cannot prevent our Class A ordinary shares underlying your ADSs from being voted at that meeting, absent the situations described above, and it may make it more difficult for shareholders to influence our management. Holders of our ordinary shares are not subject to this discretionary proxy.

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 by you 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 instituted by any person. Also, we may amend or terminate the deposit agreement without your consent. If you continue to hold your ADSs after an amendment to the deposit agreement, you agree to be bound by the deposit agreement as amended. See "Description of American Depositary Shares" for more information.

Your right to participate in any future rights offerings may be limited, which may cause dilution to your holdings.

We may from time to time distribute rights to our shareholders, including rights to acquire our securities. However, we cannot make such rights available to you in the United States unless we register both the rights and the securities to which the rights relate under the Securities Act or an exemption from the registration requirements is available. Under the deposit agreement, the depositary will not make rights available to you unless both the rights and the underlying securities to be distributed to ADS holders are either registered under the Securities Act or exempt from registration under the Securities Act. We are under no obligation to file a registration statement with respect to any such rights or securities or to endeavor to cause such a registration statement to be declared effective and we may not be able to establish a necessary exemption from registration under the Securities Act. Accordingly, you may be unable to participate in our rights offerings in the future and may experience dilution in your holdings.

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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 our 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.

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

Your ADSs are transferable on the books of the depositary. However, the depositary may close its transfer books at any time or from time to time when it deems expedient in connection with the performance of its duties. In addition, the depositary may refuse to deliver, transfer or register transfers of ADSs generally when our books or the books of the depositary are closed, or at any time if we or the depositary deems it advisable to do so because of any requirement of law or of any government or governmental body, or under any provision of the deposit agreement, or for any other reason.

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

We are an exempted company limited by shares incorporated under the laws of the Cayman Islands. We conduct substantially all of our operations in China and substantially all of our assets are located in China. In addition, a majority of our directors and executive officers reside within China, and most of the assets of these persons are located within China. As a result, it may be difficult or impossible for you to effect service of process within the United States upon these individuals, or to bring an action against us or against these individuals in the United States in the event that you believe 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 China, see "Enforceability of Civil Liabilities."

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 plaintiff(s) in any such action.

The deposit agreement governing the ADSs representing our Class A ordinary shares provides that, to the fullest extent permitted by law, ADS holders waive the right to a jury trial of any claim they may have against us or the depositary arising out of or relating to our shares, the ADSs or the deposit agreement, including any claim under the U.S. federal securities laws.

If we or the depositary opposed a jury trial demand based on the waiver, the court would determine whether the waiver was enforceable based on the facts and circumstances of that case in

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accordance with the applicable state and federal law. To our knowledge, the enforceability of a contractual pre-dispute jury trial waiver in connection with claims arising under the federal securities laws has not been finally adjudicated by the United States Supreme Court. However, we believe that a contractual pre-dispute jury trial waiver provision is generally enforceable, including under the laws of the State of New York, which govern the deposit agreement, by a federal or state court in the City of New York, which has non-exclusive jurisdiction over matters arising under the deposit agreement. In determining whether to enforce a contractual pre-dispute jury trial waiver provision, courts will generally consider whether a party knowingly, intelligently and voluntarily waived the right to a jury trial. We believe that this is the case with respect to the deposit agreement and the ADSs. It is advisable that you consult legal counsel regarding the jury waiver provision before entering into the deposit agreement.

If you or any other holders or beneficial owners of ADSs bring a claim against us or the depositary in connection with matters arising under the deposit agreement or the ADSs, including claims under federal securities laws, you or such other holder or beneficial owner may not be entitled to a jury trial with respect to such claims, which may have the effect of limiting and discouraging lawsuits against us or the depositary. If a lawsuit is brought against us 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 outcomes than a trial by jury would have had, including results that could be less favorable to the plaintiff(s) in any such action.

Nevertheless, if this jury trial waiver provision is not permitted by applicable law, an action could proceed under the terms of the deposit agreement with a jury trial. No condition, stipulation or provision of the deposit agreement or ADSs serves as a waiver by any holder or beneficial owner of ADSs or by us or the depositary of compliance with any substantive provision of the U.S. federal securities laws and the rules and regulations promulgated thereunder.

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

We are an exempted company limited by shares incorporated under the laws of the Cayman Islands. Our corporate affairs are governed by our memorandum and articles of association, the Companies Law (2018 Revision) of the Cayman Islands and the common law of the Cayman Islands. The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary duties of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from the common law of England, the decisions of whose courts are of persuasive authority, but are not binding, on a court in the Cayman Islands. The rights of our shareholders and the fiduciary duties of our directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a less developed body of securities laws than the United States. Some U.S. states, such as Delaware, have more fully developed and judicially interpreted bodies of corporate law than the Cayman Islands. In addition, Cayman Islands companies may not have standing to initiate a shareholder derivative action in a federal court of the United States.

Shareholders of Cayman Islands exempted companies like us have no general rights under Cayman Islands law to inspect corporate records or to obtain copies of lists of shareholders of these companies. Our directors will have discretion under the post-offering memorandum and articles of association we have adopted, 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

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a shareholder resolution or to solicit proxies from other shareholders in connection with a proxy contest.

As a result of all of the above, our public shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or controlling shareholders than they would as public shareholders of a company incorporated in the United States. For a discussion of significant differences between the provisions of the Companies Law (2018 Revision) of the Cayman Islands and the laws applicable to companies incorporated in the United States and their shareholders, see "Description of Share Capital—Differences in Corporate Law."

The approval of the CSRC may be required in connection with this offering under PRC law.

The M&A Rules requires an overseas special purpose vehicle formed for listing purposes through acquisitions of PRC domestic companies and controlled by PRC companies or individuals to obtain the approval of the CSRC, prior to the listing and trading of such special purpose vehicle's securities on an overseas stock exchange. The interpretation and application of the regulations remain unclear, and this offering may ultimately require approval from the CSRC. If CSRC approval is required, it is uncertain whether it would be possible for us to obtain the approval and any failure to obtain or delay in obtaining CSRC approval for this offering would subject us to sanctions imposed by the CSRC and other PRC regulatory agencies.

Our PRC counsel, Han Kun Law Offices, has advised us based on their understanding of the current PRC law, rules and regulations that the CSRC's approval is not required for the listing and trading of our ADSs on the [New York Stock Exchange/Nasdaq Stock Market] in the context of this offering, given that:

•: the CSRC currently has not issued any definitive rule or interpretation concerning whether offerings like ours under this prospectus are subject to this regulation;
•: we established our PRC subsidiaries by means of direct investment rather than by merger with or acquisition of PRC domestic companies; and
•: no provision in this regulation clearly classifies contractual arrangements as a type of transaction subject to its regulation.

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, regulations and rules or detailed implementations and interpretations in any form relating to the M&A Rules. We cannot assure you that relevant PRC governmental agencies, including the CSRC, would reach the same conclusion as we do. If it is determined that CSRC approval is required for this offering, we may face sanctions by the CSRC or other PRC regulatory agencies for failure to seek CSRC approval for this offering. These sanctions may include fines and penalties on our operations in the PRC, limitations on our operating privileges in the PRC, delays in or restrictions on the repatriation of the proceeds from this offering into the PRC, restrictions on or prohibition of the payments or remittance of dividends by our China subsidiary, or other actions that could have a material and adverse effect on our business, financial condition, results of operations, reputation and prospects, as well as the trading price of our ADSs. The CSRC or other PRC regulatory agencies may also take actions requiring us, or make it advisable for us, to halt this offering before the settlement and delivery of the ADSs that we are offering. Consequently, if you engage in market trading or other activities in anticipation of and prior to the settlement and delivery of the ADSs we are offering, you would be doing so at the risk that the settlement and delivery may not occur.

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You must rely on the judgment of our management as to the use of the net proceeds from this offering, and such use may not produce income or increase our ADS price.

As of December 31, 2018, our cash and cash equivalents were RMB5,469.1 million (US$795.4 million). Immediately following the completion of this offering, we expect to receive net proceeds of approximately US$ million, or approximately US$ million if the underwriters exercise their over-allotment option in full, after deducting underwriting discounts and the estimated offering expenses payable by us. These estimates are based upon an assumed initial public offering price of US$ per ADS, the midpoint of the price range shown on the front cover page of this prospectus. However, our management will have considerable discretion in the application of the net proceeds received by us. You will not have the opportunity, as part of your investment decision, to assess whether proceeds are being used appropriately. The net proceeds may be used for corporate purposes that do not improve our efforts to achieve or maintain profitability or increase our ADS price. The net proceeds from this offering may be placed in investments that do not produce income or that lose value.

The post-offering memorandum and articles of association that we have adopted and will become effective immediately prior to the completion of this offering contain anti-takeover provisions that could discourage a third party from acquiring us and adversely affect the rights of holders of our Class A ordinary shares and ADSs.

We expect to adopt, subject to the approval by our shareholders, an amended and restated memorandum and articles of association that will become effective immediately prior to the completion of this offering. The post-offering memorandum and articles of association contain certain provisions that could limit the ability of others to acquire control of our company, including a provision that grants authority to our board of directors to establish and issue from time to time one or more series of preferred shares without action by our shareholders and to determine, with respect to any series of preferred shares, the terms and rights of that series. These provisions could have the effect of depriving our shareholders and ADS holders of the opportunity to sell their shares or ADSs at a premium over the prevailing market price by discouraging third parties from seeking to obtain control of our company in a tender offer or similar transactions.

Our directors and officers have substantial influence over our company and their interests may not be aligned with the interests of our other shareholders.

Upon the completion of this offering, our directors and officers will collectively own an aggregate of % of our total voting power, assuming the underwriters do not exercise their over-allotment option, or % of our total voting power, assuming the underwriters exercise their over-allotment option in full. As a result, they have substantial influence over our business, including significant corporate actions such as mergers, consolidations, election of directors and other significant corporate actions.

They may take actions that are not in the best interest of us or our other shareholders. This concentration of voting power may discourage, delay or prevent a change in control of our company, which could deprive our shareholders of an opportunity to receive a premium for their shares as part of a sale of our company and may reduce the price of the ADSs. These actions may be taken even if they are opposed by our other shareholders, including those who purchase ADSs in this offering. In addition, the significant concentration of share ownership may adversely affect the trading price of the ADSs due to investors' perception that conflicts of interest may exist or arise. For more information regarding our principal shareholders and their affiliated entities, see "Principal [and Selling] Shareholders."

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We are an emerging growth company and may take advantage of certain reduced reporting requirements.

We are an "emerging growth company," as defined in the JOBS Act, and we may take advantage of certain exemptions from various requirements applicable to other public companies that are not emerging growth companies including, most significantly, not being required to comply with the auditor attestation requirements of Section 404 of Sarbanes-Oxley Act of 2002 for so long as we are an emerging growth company. As a result, if we elect not to comply with such auditor attestation requirements, our investors may not have access to certain information they may deem important.

The JOBS Act also provides that an emerging growth company does not need to comply with any new or revised financial accounting standards until such date that a private company is otherwise required to comply with such new or revised accounting standards.

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

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

•: the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q or current reports on Form 8-K;
•: 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 as press releases, distributed pursuant to the rules and regulations of the [New York Stock Exchange/Nasdaq Stock 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 that would be made available to you were you investing in a U.S. domestic issuer.

As a company incorporated in the Cayman Islands, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from the [New York Stock Exchange Corporate Governance/Nasdaq] listing standards; these practices may afford less protection to shareholders than they would enjoy if we complied fully with the [New York Stock Exchange Corporate Governance/Nasdaq] listing standards.

As a Cayman Islands company listed on the [New York Stock Exchange/Nasdaq Stock Market], we are subject to the [New York Stock Exchange Corporate Governance/Nasdaq] listing standards. However, [New York Stock Exchange/Nasdaq Stock Market] rules permit a foreign private issuer like us to follow the corporate governance practices of its home country. Certain corporate governance practices in the Cayman Islands, which is our home country, may differ significantly from the [New York Stock Exchange Corporate Governance/Nasdaq] listing standards. Therefore, our shareholders may be afforded less protection than they otherwise would enjoy under the [New York

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Stock Exchange/Nasdaq Stock Market] corporate governance listing standards applicable to U.S. domestic issuers if we choose to follow home country practices in the future.

We will be a "controlled company" within the meaning of the [New York Stock Exchange listing rules/Nasdaq Stock Market Rules] and, as a result, can rely on exemptions from certain corporate governance requirements that provide protection to shareholders of other companies.

Upon the completion of this offering, we will be a "controlled company" within the meaning of the [New York Stock Exchange listing rules/Nasdaq Stock Market Rules] because Mr. Lei Sun, the chairman of our board of directors and our chief executive officer, will own more than 50% of our total voting power. For so long as we remain a controlled company under that definition, we are permitted to elect to rely, and may rely, on certain exemptions from corporate governance rules. As a result, you may not have the same protection afforded to shareholders of companies that are subject to these corporate governance requirements.

There is a significant risk that we will be a passive foreign investment company, or PFIC, for U.S. federal income tax purposes for the current and possibly future taxable years, which could result in adverse U.S. federal income tax consequences to U.S. holders of our ADSs or ordinary shares.

A non-U.S. corporation will be a passive foreign investment company, or PFIC, for any taxable year if either (i) at least 75% of its gross income for such year consists of certain types of "passive" income; or (ii) at least 50% of the value of its assets (generally based on an average of the quarterly values of the assets) during such year is attributable to assets that produce passive income or are held for the production of passive income. For this purpose, cash and assets readily convertible into cash are categorized as passive assets and our goodwill and other unbooked intangibles will generally be taken into account in determining our asset value. We will be treated as owning a proportionate share of the assets and earning a proportionate share of the income of any other corporation in which we own, directly or indirectly, more than 25% (by value) of the stock. Although the law in this regard is unclear, we intend to treat our variable interest entity (and its subsidiaries) as being owned by us for United States federal income tax purposes, not only because we exercise effective control over the operations of such entities but also because we are entitled to substantially all of their economic benefits, and, as a result, we consolidate their results of operations in our consolidated financial statements. We hold, and will continue to hold after this offering, a substantial amount of cash. Based upon our current and expected income and assets (including goodwill and taking into account our cash balances, including the expected proceeds from this offering) and the expected market price of the ADSs in this offering, there is a significant risk that we will be a PFIC for the current taxable year and possibly future taxable years. Accordingly, prospective investors should be willing to assume the risks of investing in a PFIC.

Because the value of our assets for purposes of the asset test may be determined by reference to the market price of the ADSs, fluctuations in the market price of the ADSs may affect our PFIC status for the current or subsequent taxable years. In addition, the composition of our income and assets will also be affected by how, and how quickly, we use our liquid assets, including the cash raised in this offering. If we determine not to deploy significant amounts of cash for active purposes or if it were determined that we do not own the stock of our variable interest entity for United States federal income tax purposes, our risk of being a PFIC may substantially increase. Because PFIC status is a factual determination made annually after the close of each taxable year, and in light of our large cash balances, we currently cannot determine our PFIC status for the current taxable year. Further, because there are uncertainties in the application of the relevant rules, the IRS may challenge our classification of income from loan facilitation and the goodwill attributable thereto as non-passive, which may result in our being or becoming a PFIC in the current or subsequent years.

If we were to be or become a PFIC for any taxable year during which a U.S. Holder (as defined in "Taxation—United States Federal Income Taxation") holds our ADSs or ordinary shares, certain

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adverse U.S. federal income tax consequences could apply to such U.S. Holder. See "Taxation—United States Federal Income Taxation—Passive Foreign Investment Company Rules."

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

Upon completion of this offering, we will become a public company and expect to incur significant legal, accounting and other expenses that we did not incur as a private company. The Sarbanes-Oxley Act of 2002, as well as rules subsequently implemented by the SEC and the [New York Stock Exchange/Nasdaq Stock Market], impose various requirements on the corporate governance practices of public companies. As a company with less than US$1.07 billion in net revenues 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 permission to delay adopting new or revised accounting standards until such time as those standards apply to private companies. We do not plan to "opt out" of such exemptions afforded to an emerging growth company.

We expect these rules and regulations to increase our legal and financial compliance costs and to make some corporate activities more time-consuming and costly. After we are no longer an "emerging growth company," we expect to incur significant expenses and devote substantial management effort toward ensuring compliance with the requirements of Section 404 of the Sarbanes-Oxley Act of 2002 and the other rules and regulations of the SEC. For example, as a result of becoming a public company, we will need to increase the number of independent directors and adopt policies regarding internal controls and disclosure controls and procedures. We also expect that operating as a public company will make it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. In addition, we will incur additional costs associated with our public company reporting requirements. It may also be more difficult for us to find qualified persons to serve on our board of directors or as executive officers. We are currently evaluating and monitoring developments with respect to these rules and regulations, and we cannot predict or estimate with any degree of certainty the amount of additional costs we may incur or the timing of such costs.

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

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that reflect our current expectations and views of future events. The forward looking statements are contained principally in the sections entitled "Prospectus Summary," "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Business." Known and unknown risks, uncertainties and other factors, including those listed under "Risk Factors," may cause our actual results, performance or achievements to be materially different from those expressed or implied by the forward-looking statements.

You can identify some of these forward-looking statements by words or phrases such as "may," "will," "expect," "anticipate," "aim," "estimate," "intend," "plan," "believe," "is/are likely to," "potential," "continue" or other similar expressions. We have based these forward-looking statements largely on our current expectations and projections about future events that we believe may affect our financial condition, results of operations, business strategy and financial needs. These forward-looking statements include statements relating to:

•: our goals and strategies;
•: our expected growth of the online consumer finance and online wealth management industry in China;
•: our expectations regarding demand for and market acceptance of our products and services;
•: our expectations regarding our relationships with investors, borrowers and partners;
•: our future business development, results of operations and financial condition;
•: competition in our industry;
•: relevant government policies and regulations governing our corporate structure, business and industry;
•: our proposed use of proceeds from this offering;
•: general economic and business condition in China and elsewhere; and
•: assumptions underlying or related to any of the foregoing.

These forward-looking statements involve various risks and uncertainties. Although we believe that our expectations expressed in these forward-looking statements are reasonable, our expectations may later be found to be incorrect. Our actual results could be materially different from our expectations. Important risks and factors that could cause our actual results to be materially different from our expectations are generally set forth in "Prospectus Summary—Our Challenges," "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Business," "Regulation" and other sections in this prospectus. You should read thoroughly this prospectus and the documents that we refer to with the understanding that our actual future results may be materially different from and worse than what we expect. We qualify all of our forward-looking statements by these cautionary statements.

This prospectus contains certain data and information that we obtained from various government and private publications, including industry data and information from Oliver Wyman. Statistical data in these publications also include projections based on a number of assumptions. Our industry may not grow at the rate projected by market data, or at all. Failure of this market to grow at the projected rate may have a material and adverse effect on our business and the market price of our ADSs. In addition, the rapidly evolving nature of our industry results in significant uncertainties for any projections or estimates relating to the growth prospects or future condition of our market. Furthermore, if any one or more of the assumptions underlying the market data are later found to be incorrect, actual results

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may differ from the projections based on these assumptions. 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 or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, 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 refer 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$ , or approximately US$ if the underwriters exercise their over-allotment option in full, after deducting underwriting discounts and the estimated offering expenses payable by us. These estimates are based upon an assumed initial public offering price of US$ per ADS, the mid-point of the price range shown on the front cover page of this prospectus. A $1.00 increase (decrease) in the assumed initial public offering price of US$ per ADS would increase (decrease) the net proceeds to us from this offering by US$ , assuming no change to the number of ADSs offered by us as set forth on the cover page of this prospectus, and after deducting the estimated underwriting discounts and commissions and estimated expenses payable by us.

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

•: approximately % for strengthening our ecosystem, including our efforts to grow the community in our ecosystem and to improve the quality of interactions on our ecosystem;
•: approximately % for broadening our product offerings, including executing our plan to broaden our offered consumption scenarios loan products, to develop enhanced online wealth management products and to nurture our emerging loyalty program;
•: approximately % for investing in research and development, in particularly on artificial intelligence and big data technologies;
•: approximately % for international expansion, including our plan to expand investment in Hong Kong and Southeast Asia, as well as our plan to applying additional licenses that are critical for executing our international business strategies; and
•: the balance for general corporate purposes, including funding potential acquisitions and strategic investments of the targets with advanced technology capabilities or consumption scenarios.

The foregoing represents our current intentions based upon our present plans and business conditions to use and allocate the net proceeds of this offering. Our management, however, will have significant flexibility and discretion to apply the net proceeds of this offering. If an unforeseen event occurs or business conditions change, we may use the proceeds of this offering differently than as described in this prospectus. See "Risk Factors—Risks Related to This Offering and Our American Depositary Shares—You must rely on the judgment of our management as to the use of the net proceeds from this offering, and such use may not produce income or increase our ADS price."

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

In using the proceeds of this offering, we are permitted under PRC laws and regulations as an offshore holding company to provide funding to our PRC subsidiaries only through loans or capital contributions and to our variable interest entities only through loans, subject to satisfaction of applicable government registration, approval and filing requirements. Subject to satisfaction of applicable government registration, approval and filing requirements, we may extend inter-company loans to our wholly foreign-owned subsidiaries, variable interest entities and their subsidiaries in China or make additional capital contributions to our wholly-foreign-owned subsidiaries to fund their capital expenditures or working capital. If we provide funding to our wholly foreign-owned subsidiaries, variable interest entities or their subsidiaries through loans, the total amount of such loans may not exceed a statutory upper limit. We cannot assure you that we will be able to obtain these government registrations, approvals or filings on a timely basis, if at all. See "Risk Factors—Risks Related to Doing

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

[We will not receive any proceeds from the sale of ADSs by the selling shareholders.]

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DIVIDEND POLICY

Our board of directors has complete discretion on whether to distribute dividends, subject to certain requirements of Cayman Islands law, namely that our company may only pay dividends out of profits or share premium, and provided always 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. In addition, our shareholders may by ordinary resolution declare a dividend, but no dividend may exceed the amount recommended by our board of directors. Even if our board of directors decides to pay dividends, the form, frequency and amount will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors that the board of directors may deem relevant.

We do not have any present plan to pay any cash dividends on our ordinary shares in the foreseeable future after this offering. We currently intend to retain most, if not all, of our available funds and any future earnings to operate and expand our business.

We are a holding company incorporated in the Cayman Islands. We may rely on dividends from our subsidiaries in China for our cash requirements, including any payment of dividends to our shareholders. PRC regulations may restrict the ability of our PRC subsidiaries to pay dividends to us. See "Regulation—Regulations Related to Our Business Operation in China—Regulations Related to Dividend Distribution" and "Taxation—People's Republic of China Taxation."

If we pay any dividends on our ordinary shares, we will pay those dividends which are payable in respect of the ordinary shares underlying our ADSs to the depositary, as the registered holder of such ordinary shares, and the depositary then will pay such amounts to our ADS holders in proportion to ordinary shares underlying the ADSs held by such ADS holders, subject to the terms of the deposit agreement, including the fees and expenses payable thereunder. See "Description of American Depositary Shares." Cash dividends on our ordinary shares, if any, will be paid in U.S. dollars.

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CAPITALIZATION

The following table sets forth our capitalization as of March 31, 2019:

•: on an actual basis;
•: on a pro forma basis to reflect (i) a 1 for 100 share split for all of our shares issued and outstanding, including ordinary shares and preferred shares, as of the date of this prospectus immediately prior to the completion of this offering, (ii) the automatic re-designation of ordinary shares held by Nine F Capital Limited, Stone Cube Capital Ltd. and Xing Technology Inc. into Class B ordinary shares on a one-for-one basis immediately prior to the completion of this offering, (iii) the automatic re-designation of all of our remaining ordinary shares on a one-for-one basis into Class A ordinary shares immediately prior to the completion of this offering, and (iv) the automatic conversion and re-designation of all of our 24,433,200 preferred shares on a one-for-one basis into Class A ordinary shares immediately prior to the completion of this offering; and
•: on a pro forma as adjusted basis to reflect (i) a 1 for 100 share split for all of our shares issued and outstanding, including ordinary shares and preferred shares, as of the date of this prospectus immediately prior to the completion of this offering, (ii) the automatic re-designation of ordinary shares held by Nine F Capital Limited, Stone Cube Capital Ltd. and Xing Technology Inc. into Class B ordinary shares on a one-for-one basis immediately prior to the completion of this offering, (iii) the automatic re-designation of all of the remaining ordinary shares into Class A ordinary shares on a one-for-one basis immediately prior to the completion of this offering; (iv) the automatic conversion and re-designation of all of our 24,433,200 preferred shares on a one-for-one basis into Class A ordinary shares immediately prior to the completion of this offering; and (iv) the issuance and sale of Class A ordinary shares in the form of ADSs by us in this offering at an assumed initial public offering price of US$ per ADS, the midpoint of the estimated range of the initial public offering price shown on the front cover of this prospectus, after deducting the underwriting discounts and commissions and estimated offering expenses payable by us, assuming the underwriters do not exercise the over-allotment option.

The conversion of our existing Class B ordinary shares is subject to the amendments to our memorandum and articles of association.

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

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	As of March 31, 2019

	Actual		Pro Forma		Pro Forma As Adjusted ⁽¹⁾
	(in thousands)
	RMB		RMB
Mezzanine equity:
Series A convertible redeemable preferred shares (US$0.0001 par value; 119,506 shares authorized, issued and outstanding on an actual basis, and none outstanding on a pro forma or a pro forma as adjusted basis)		284,549		—
Series B convertible redeemable preferred shares (US$0.0001 par value; 28,303 shares authorized, issued and outstanding on an actual basis, and none outstanding on a pro forma or a pro forma as adjusted basis)		202,086		—
Series C convertible redeemable preferred shares (US$0.0001 par value; 50,518 shares authorized, issued and outstanding on an actual basis, and none outstanding on a pro forma or a pro forma as adjusted basis)		355,248		—
Series D convertible redeemable preferred shares (US$0.0001 par value; 35,180 shares authorized, issued and outstanding on an actual basis, and none outstanding on a pro forma or a pro forma as adjusted basis)		408,358		—
Series E convertible redeemable preferred shares (US$0.0001 par value; 500,000,000 shares authorized, 1,514,684 shares and 1,626,728 shares issued and outstanding on an actual basis, and none outstanding on a pro forma or a pro forma as adjusted basis)		136,427		—
Shareholders' equity:
Ordinary shares (US$0.0001 par value; 500,000,000 shares authorized, 1,626,728 shares issued and outstanding as of March 31, 2019; and Class A ordinary shares and Class B ordinary shares outstanding on a pro forma or a pro forma as adjusted basis)		—		—
Additional paid-in capital		3,080,385		4,467,053
Statutory reserves		443,777		443,777
Accumulated other comprehensive income		46,977		46,977
Retained earnings		3,197,431		3,197,431
Non-controlling interest		27,322		27,322
Total shareholders' equity ⁽²⁾		6,795,892		8,182,560

Total capitalization ⁽²⁾		8,182,560		8,182,560

Notes:

(1): The pro forma as adjusted information discussed above is illustrative only. Our additional paid-in capital, total shareholders' equity and total capitalization following the completion of this offering are subject to adjustment based on the actual initial public offering price and other terms of this offering determined at pricing.
(2): A US$1.00 increase (decrease) in the assumed initial public offering price of US$ per share, the midpoint of the range set forth on the cover page of this prospectus, would increase (decrease) each of additional paid-in capital, total shareholders' equity, total equity and total capitalization by US$ .

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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 ordinary share is substantially in excess of the book value per ordinary share attributable to the existing shareholders for our presently outstanding ordinary shares.

Our net tangible book value as of March 31, 2019 (after giving effect to our 1 for 100 stock split) was approximately US$1,180.8 million, or US$5.3 per Class A ordinary share on an as-converted basis as of that date and US$ per ADS. Net tangible book value represents the amount of our total consolidated tangible assets, less the amount of our total consolidated liabilities. Dilution is determined by subtracting net tangible book value per ordinary share, after giving effect to the additional proceeds we will receive from this offering, from the assumed initial public offering price of US$ per Class A ordinary share, which is the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus adjusted to reflect the ADS-to-ordinary share ratio, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. Because the Class A ordinary shares and Class B ordinary shares have the same rights except for voting and conversion rights, the dilution is presented based on all issued and outstanding ordinary shares, including Class A ordinary shares and Class B ordinary shares.

Without taking into account any other changes in net tangible book value after December 31, 2018, other than to give effect to our sale of the ADSs offered in this offering at the assumed initial public offering price of US$ per ADS, the midpoint of the estimated range of the initial public offering price, 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 December 31, 2018 would have been US$ , or US$ per ordinary share and US$ per ADS. This represents an immediate increase in net tangible book value of US$ per ordinary share and US$ per ADS to the existing shareholders and an immediate dilution in net tangible book value of US$ per ordinary share and US$ per ADS to investors purchasing ADSs in this offering. The following table illustrates such dilution:

	Per Ordinary Share	Per ADS

Assumed initial public offering price	US$	US$
Net tangible book value as of March 31, 2019	US$	US$
Pro forma net tangible book value after giving effect to the automatic conversion of all of our outstanding preferred shares, as of March 31, 2019*	US$	US$
Pro forma as adjusted net tangible book value after giving effect to the automatic conversion of all of our outstanding preferred shares and this offering, as of March 31, 2019*	US$	US$
Amount of dilution in net tangible book value to new investors in this offering	US$	US$

Note:

*: Including 366,403 ordinary shares issuable upon exercise of outstanding share options as of the date of this prospectus.

A US$1.00 increase (decrease) in the assumed public offering price of US$ per ADS would increase (decrease) our pro forma as adjusted net tangible book value after giving effect to this offering by US$ , the pro forma as adjusted net tangible book value per ordinary share and per ADS after giving effect to this offering by US$ per ordinary share and US$ per ADS and the dilution in as adjusted net tangible book value per ordinary share and per ADS to new investors in this offering by US$ per ordinary share and US$ per ADS, assuming no change to the

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number of ADSs offered by us as set forth on the cover page of this prospectus, and after deducting underwriting discounts and commissions and other offering expenses.

The following table summarizes, on a pro forma as adjusted basis as of March 31, 2019, the differences between existing shareholders and the new investors with respect to the number of ordinary shares (in the form of ADSs or shares) purchased from us, the total consideration paid and the average price per ordinary share and per ADS paid before deducting the underwriting discounts and commissions and estimated offering expenses. The total number of ordinary shares does not include ordinary shares underlying the ADSs issuable upon the exercise of the over-allotment option granted to the underwriters.

	Ordinary Shares Purchased

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

Total			US$		100.0	%

Note:

*: Including 366,403 ordinary shares issuable upon exercise of outstanding share options as of the date of this prospectus.

The pro forma as adjusted 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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ENFORCEABILITY OF CIVIL LIABILITIES

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

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

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

We have appointed Cogency Global Inc., located at 10E. 40 Street, 10th Floor, New York, NY 10016 as our agent upon whom process may be served in any action brought against us under the securities laws of the United States.

Maples and Calder (Hong Kong) LLP, our counsel as to Cayman Islands law, has advised us that there is uncertainty as to whether the courts of the Cayman Islands would (i) recognize or enforce judgments of U.S. courts obtained against us or our directors or officers that are predicated upon the civil liability provisions of the federal securities laws of the United States or the securities laws of any state in the United States, or (ii) entertain original actions brought in the Cayman Islands against us or our directors or officers that are predicated upon the federal securities laws of the United States or the securities laws of any state in the United States.

Maples and Calder (Hong Kong) LLP has informed us that although there is no statutory enforcement in the Cayman Islands of judgments obtained in the federal or state courts of the United States (and the Cayman Islands are not a party to any treaties for the reciprocal enforcement or recognition of such judgments), a judgment in personam obtained in such jurisdiction will be recognized and enforced in the courts of the Cayman Islands at common law, without any re-examination of the merits of the underlying dispute, by an action commenced on the foreign judgment debt in the Grand Court of the Cayman Islands, provided such judgment (a) is given by a competent foreign court with jurisdiction to give the judgment, (b) imposes a specific positive obligation on the judgment debtor (such as an obligation to pay a liquidated sum or perform a specified obligation), (c) is final and conclusive, (d) is not in respect of taxes, a fine or a penalty; and (e) was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands. However, the Cayman Islands courts are unlikely to enforce a judgment obtained from the U.S. courts under civil liability provisions of the U.S. federal securities law if such judgment is determined by the courts of the Cayman Islands to give rise to obligations to make payments that are penal or punitive in nature. Because such a determination has not yet been made by a court of the Cayman Islands, it is uncertain whether such civil liability judgments from U.S. courts would be enforceable in the Cayman Islands. A Cayman Islands Court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.

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Han Kun Law Offices, our counsel as to PRC law, has advised us that there is uncertainty as to whether the courts of China would (i) 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, or (ii) entertain original actions brought in each respective jurisdiction against us or our directors or officers predicated upon the securities laws of the United States or any state in the United States.

Han Kun Law Offices has further advised us that 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 the PRC Civil Procedures Law based either on treaties between China and the country where the judgment is made or on principles of reciprocity between jurisdictions. China does not have any treaties or other form of reciprocity with the United States or the Cayman Islands that provide for the reciprocal recognition and enforcement of foreign judgments. In addition, according to the PRC Civil Procedures Law, courts in the PRC will not enforce a foreign judgment against us or our directors and officers if they decide that the judgment violates the basic principles of PRC law or national sovereignty, security or public interest. As a result, it is uncertain whether and on what basis a PRC court would enforce a judgment rendered by a court in the United States or in the Cayman Islands. Under the PRC Civil Procedures Law, foreign shareholders may originate actions based on PRC law against a company in the PRC, if they can establish sufficient nexus to the PRC for a PRC court to have jurisdiction, and meet other procedural requirements, including, among others, the plaintiff must have a direct interest in the case, and there must be a concrete claim, a factual basis and a cause for the suit.

However, it will be difficult for U.S. shareholders to originate actions against us in the PRC in accordance with PRC laws because we are incorporated under the laws of the Cayman Islands and it will be difficult for U.S. shareholders, by virtue only of holding our ADSs or ordinary shares, to establish a connection to the PRC for a PRC court to have jurisdiction as required under the PRC Civil Procedures Law.

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CORPORATE HISTORY AND STRUCTURE

In August 2014, Jiufu Lianyin obtained effective control over Jiufu Shuke and Beijing Puhui Lianyin Information Technology Co., Ltd. ("Beijing Puhui"), a consolidated affiliated entity incorporated in January 2014 through a series of contractual arrangements. In July 2015 and August 2015, we amended and restated some of the abovementioned contracts with then existing shareholders of Jiufu Shuke and Beijing Puhui.

We currently conduct substantially all of our operations through our PRC and Hong Kong subsidiaries and our consolidated affiliated entities, Jiufu Shuke and Beijing Puhui and their subsidiaries. Jiufu Shuke controls multiple operating subsidiaries in PRC. The online lending platform business, a major part of our business, is mainly conducted by Beijing Jiufu Puhui Information Technology Co., Ltd. ("Jiufu Puhui"), a wholly owned subsidiary of Jiufu Shuke. The loan products related business is mainly conducted by Zhuhai Jiufu Xiaojin Technology Co., Ltd. ("Zhuhai Xiaojin"), a wholly owned subsidiary of Jiufu Shuke, and Xinjiang Teyi Shuke Information Technology Co., Ltd. ("Xinjiang Shuke", formerly known as Xinjiang Jiufu Onecard Information Technology Co., Ltd.). Two of our PRC subsidiaries, Jiufu Lianyin and Zhuhai Hengqin Jiufu Technology Co., Ltd. ("Zhuhai Hengqin"), provide technical support to our operations. Starting in 2018, Zhuhai Hengqin has been transferring its business to certain subsidiaries of Jiufu Shuke due to our internal business restructuring. Jiufu Wukong (Beijing) Technology Co., Ltd. ("Jiufu Wukong"), a wholly owned subsidiary of Zhuhai Xiaojin provides technology support service for the purpose of operating our fixed income products related business.

The net revenues of Jiufu Shuke (together with its subsidiaries), Beijing Puhui and Zhuhai Hengqin in 2016 were RMB367.6 million, nil and RMB1.8 billion, accounting for 16.3%, 0.0% and 78.4% of our total net revenues, respectively, and the total assets of Jiufu Shuke (together with its subsidiaries), Beijing Puhui and Zhuhai Hengqin as of December 31, 2016 were RMB959.9 million, RMB49 thousand and RMB818.3 million, accounting for 44.6%, 0.0% and 38.0% of our total assets, respectively.

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RMB506.2 million (US$75.4 million), accounting for 70.3%, 0.0% and 5.6% of our total assets, respectively.

Immediately prior to the completion of this offering, our ordinary shares will consist of Class A ordinary shares and Class B ordinary shares. Based on our post-offering dual-class share structure, holders of Class A ordinary shares will be entitled to one vote per share, while holders of Class B ordinary shares will be entitled to five votes per share. Furthermore, upon any sale, transfer, assignment or disposition of any Class B ordinary share by a holder thereof to any non-affiliate to such holder, or upon a change of control of any Class B ordinary share to any person who is not an affiliate of the registered holder of such Class B ordinary share, each of such Class B ordinary shares will be automatically and immediately converted into one Class A ordinary share. Our dual-class share structure with different voting rights and the restriction on transfer of Class B ordinary share will limit the ability of holders of our Class A ordinary shares and ADSs to influence corporate matters and could discourage others from pursuing any change of control transactions that holders of our Class A ordinary shares and ADSs may view as beneficial. Mr. Lei Sun, the chairman of our board of directors and our chief executive officer, will beneficially own an aggregate of outstanding ordinary shares, representing in aggregate % of our total voting power, if the underwriters do not exercise their over-allotment option, or % of our total voting power if the underwriters exercise their over-allotment option in full. Mr. Lei Sun will have considerable influence over matters requiring shareholders' approval such as electing directors and approving material mergers, acquisitions or other business combination transactions. The dual-class share structure will also allow Mr. Sun to have significant influence on requisition of extraordinary general meeting of shareholders and quorum required for general meeting of shareholders. Mr. Sun may take actions that are not in the best interest of us or our other shareholders, such as investors in this offering. Furthermore, given our post-offering dual-class shares structure, Mr. Sun will have the ability to control the outcome of all corporate governance matters so long as he beneficially owns at least % of our total issued and outstanding share capital in Class B ordinary shares immediately after the completion of the offering, if the underwriters do not exercise their over-allotment option, or at least % of our total issued and outstanding share capital in Class B ordinary shares immediately after the completion of the offering, if the underwriters exercise their over-allotment option in full, in each case allowing Mr. Sun to have more than one-half of our total voting power immediately after the completion of this offering.

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The following diagram illustrates our corporate structure, including our significant subsidiaries, VIEs and other significant subsidiaries held by our VIEs, as of the date of this prospectus:

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Entities		Description of Main Businesses

Jiufu Lianyin		Providing online financial account management service, technology support and development, and IT system support services
Jiufu Shuke		Holding company of the majority of our businesses in PRC, also providing online financial account management services
Beijing Puhui		No substantive business
Zhuhai Hengqin*		Providing information consulting and risk management related services, such as credit data collection and analysis services, account management services, loan collection assistance services and borrower referral services
Jiufu Wukong		Providing technology support services for the purpose of operating our fixed income products related business
Zhuhai Xiaojin		Providing information consulting and risk management related services
Jiufu Puhui		Operating our online lending information intermediary platform, or online lending platform, providing information gathering and publish, credit assessment, information interaction, loan facilitation services and account management services
Xinjiang Shuke		Providing information consulting and risk management related services

Note:

*: Revenues of Zhuhai Hengqin consist of loan facilitation services revenue, post-origination services revenue and others revenue. Starting in 2018, Zhuhai Hengqin has been transferring its business to certain subsidiaries of Jiufu Shuke due to our internal business restructuring.

Contractual Arrangements Providing Us with Effective Control over Our Consolidated Affiliated Entities

PRC laws and regulations impose restrictions on foreign ownership and investment in internet-based businesses such as value-added telecommunications services. We are a Cayman Islands company and our PRC subsidiaries are considered as foreign-invested enterprises. Pursuant to the Interim Measures on Administration of Business Activities of Online Lending Information Intermediaries which was published in August 2016, online lending information intermediary services fell within the category of value-added telecommunication services and the online lending information intermediaries should be subject to value-added telecommunication regulations. We believe the online consumer finance services offered by us constitute a type of value-added telecommunication services that foreign ownership and investment are restricted; and therefore we should conduct our principal business in China through our variable interest entities and their respective subsidiaries, based on a series of contractual arrangements by and among 9F Inc., Jiufu Lianyin, our variable interest entities and their respective shareholders, to ensure compliance with the relevant PRC laws and regulations.

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As a result, we currently conduct our PRC operations through our PRC subsidiaries and our consolidated affiliated entities, Jiufu Shuke and Beijing Puhui, which we effectively control through a series of contractual arrangements.

The registered shareholders of Jiufu Shuke include Yifan Ren, Lei Sun, Changxing Xiao and Lijun Zhang, who holds 48%, 33.2%, 10% and 8.8% equity interests in Jiufu Shuke, respectively. The registered shareholders of Beijing Puhui include Lei Sun, Changxing Xiao, Lixing Chen, Lei Liu and Dongcheng Zhang, who holds 46.3%, 41.7%, 5.3%, 5% and 1.7% equity interests in Beijing Puhui, respectively.

The following is a summary of the currently effective contractual arrangements among 9F Inc., Jiufu Lianyin, Jiufu Shuke and Jiufu Shuke' shareholders. The contractual arrangements among 9F Inc., Jiufu Lianyin, Beijing Puhui and Beijing Puhui's shareholders are substantially the same. As a result of these contractual arrangements, we have the power to direct activities of our consolidated affiliated entities that most significantly impact the economic performance of these consolidated affiliated entities. We are also entitled to receive substantially all of the economic benefits as primary beneficiary and we bear the obligation to absorb any and all economic losses incurred by our consolidated affiliated entities. In addition, we have an exclusive option to purchase all or part of the equity interests in each of our consolidated affiliated entities when and to the extent permitted by the PRC law. Therefore, we are able to consolidate the financial results of our consolidated affiliated entities into our financial statements in accordance with U.S. GAAP.

Master Exclusive Service Agreement

Under the master exclusive service agreement between Jiufu Shuke and Jiufu Lianyin, Jiufu Lianyin has the exclusive right to provide, among other things, technical support and consulting services to Jiufu Shuke and Jiufu Shuke agrees to accept all the consultation and services provided by Jiufu Lianyin. Without Jiufu Lianyin's prior written consent, Jiufu Shuke agrees not to accept the same or any similar services provided by any third party. In addition, Jiufu Shuke irrevocably grants Jiufu Lianyin an exclusive and irrevocable option to purchase any or all of the assets and business of Jiufu Shuke at the lowest price permitted under PRC law. Jiufu Lianyin exclusively owns all intellectual property rights arising out of or created during the performance of this agreement. Jiufu Shuke agrees to pay Jiufu Lianyin a monthly service fee, which percentage may be determined and adjusted at the sole discretion of Jiufu Lianyin after taking into account factors including the complexity and difficulty of the services provided, the time consumed, the seniority of the Jiufu Lianyin employees providing services to Jiufu Shuke, the value of services provided, the market price of comparable services and the operating conditions of Jiufu Shuke. Furthermore, to the extent permitted under the PRC law, Jiufu Lianyin agrees to provide financial support to Jiufu Shuke if Jiufu Shuke has any operating loss or suffered any critical operation adversity. The agreement will remain effective unless Jiufu Lianyin terminates the agreement in writing or a relevant governmental authority rejects the renewal applications by either Jiufu Shuke or Jiufu Lianyin to renew their respective operation term provided in the business licenses upon expiration.

Proxy Agreements and Powers of Attorney, including Amended and Restated Proxy Agreements and Powers of Attorney

Under the proxy agreement and power of attorney, or amended and restated proxy agreement and power of attorney if applicable, by and among Jiufu Lianyin, Jiufu Shuke and each shareholder of Jiufu Shuke, each of Jiufu Shuke' shareholders irrevocably nominates, appoints and constitutes Jiufu Lianyin and its successors as its attorney-in-fact to exercise any and all of his rights as a shareholder of Jiufu Shuke, including but not limited to the right to call, attend and vote at shareholders' meetings and the right to appoint and remove directors and senior management. Each shareholder of Jiufu Shuke further covenants that, without the prior written consent of Jiufu Lianyin, such shareholder shall not exercise

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any shareholder's right, and if the shareholder receives any dividends, interest, any other forms of capital distributions, residual assets upon liquidation, or proceeds or consideration from the transfer of equity interest as a result of, or in connection with, such shareholder's equity interests in Jiufu Shuke, the shareholder shall, to the extent permitted by applicable laws, pass them all on to Jiufu Lianyin or its designee at no consideration. The proxy agreements and powers of attorney will remain effective as long as Jiufu Shuke exists. The shareholders of Jiufu Shuke do not have the right to terminate this agreement or revoke the appointment of the attorney-in-fact without the prior written consent of Jiufu Lianyin.

Exclusive Option Agreements, including Amended and Restated Exclusive Option Agreements

Under the exclusive option agreements, or amended and restated exclusive option agreements if applicable, by and among 9F Inc., Jiufu Lianyin, Jiufu Shuke and each of the shareholders of Jiufu Shuke, each shareholder of Jiufu Shuke irrevocably grants 9F Inc. or its designated person(s) an exclusive option to purchase, at any time and to the extent permitted under PRC law, all or part of his equity interests in Jiufu Shuke at a price equal to the actual capital contribution paid in the registered capital of Jiufu Shuke by such shareholder. If the above price is lower than the lowest price permitted by the PRC law, the lowest price permitted under the PRC law will apply. As agreed in the loan agreements between Jiufu Lianyin and such shareholder, if 9F Inc. designates Jiufu Lianyin as its designated person to exercise the option to purchase the equity interests in Jiufu Shuke, Jiufu Lianyin may elect to pay for the purchase by canceling the outstanding amount of loans owed by such shareholder to Jiufu Lianyin. Without 9F Inc.'s prior written consent, Jiufu Shuke and its shareholders will not sell, transfer, mortgage or otherwise dispose of Jiufu Shuke's legal or beneficial interests in its assets, business or revenues, or allow the creation of any encumbrance on such interests. To the extent permitted under applicable PRC laws, the shareholders of Jiufu Shuke also agree to timely donate to 9F Inc. or its designee any profits, interests, dividends or proceeds of liquidation received from Jiufu Shuke or proceeds received from the transfer of equity interests in Jiufu Shuke. These agreements will remain effective until all equity interests held in Jiufu Shuke by its shareholders are transferred or assigned to 9F Inc. or its designated person(s).

Loan Agreements

Pursuant to the loan agreements between Jiufu Lianyin and each of the shareholders of Jiufu Shuke, Jiufu Lianyin extended loans to the shareholders of Jiufu Shuke, who had contributed the loan principals to Jiufu Shuke as registered capital. The shareholders of Jiufu Shuke may repay the loans only by transferring their respective equity interests in Jiufu Shuke to 9F Inc. or its designated person(s) pursuant to the exclusive option agreements. Each loan shall be interest-free unless, in the event of a transfer of equity interests by a shareholder of Jiufu Shuke to 9F Inc. or its designated person(s) pursuant to the exclusive option agreement, the transfer price exceeds the loan principal. The excess over the loan principal shall be deemed the interest of the loan to the extent permitted under PRC law. These loan agreements will remain effective until the date of full performance by the parties of their respective obligations thereunder.

Equity Interest Pledge Agreements, including Amended and Restated Equity Interest Pledge Agreements

Under the equity interest pledge agreements, or amended and restated equity interest pledge agreements if applicable, among Jiufu Lianyin, Jiufu Shuke and each of the shareholders of Jiufu Shuke, the shareholders of Jiufu Shuke pledge all of their equity interests in Jiufu Shuke, including any equity interest subsequently acquired, to Jiufu Lianyin to secure the performance by Jiufu Shuke and its shareholders of their respective obligations under the contractual arrangements, including the payments due to Jiufu Lianyin for services provided. If Jiufu Shuke or the pledger breach their obligations under these contractual arrangements, Jiufu Lianyin, as the pledgee, will be entitled to

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certain rights and remedies including priority in receiving the proceeds from the auction or disposal of the pledged equity interests in Jiufu Shuke. Jiufu Lianyin has the right to receive dividends distributed on the pledged equity interests during the term of the pledge. The pledge becomes effective on the date when the pledge of equity interests contemplated under the agreement has been registered with the relevant local administration for industry and commerce (currently known as the administration for market regulation) and will remain valid until the master exclusive service agreement and the relevant exclusive option agreements and proxy agreement and power of attorney, expire or terminate. We have registered the equity interest pledge with the Chaoyang Branch of Beijing Administration for Industry and Commerce in Beijing.

Spousal Consent Letters

Pursuant to spousal consent letters, the spouse of each of the shareholders, if applicable, of Jiufu Shuke acknowledges that the equity interests in Jiufu Shuke held by and registered in the name of his spouse will be disposed of pursuant to the equity interest pledge agreement, the exclusive option agreement, the proxy agreement and power of attorney, and the loan agreement by and among 9F Inc., Jiufu Lianyin, Jiufu Shuke, the shareholders of Jiufu Shuke and his spouse. The spouses undertake not to make any assertions in connection with the equity interests in Jiufu Shuke, and agree to be bound by the afore-mentioned agreements if they receive any equity interests in Jiufu Shuke.

In the opinion of Han Kun Law Offices, our PRC legal counsel:

•: the ownership structures of our PRC subsidiaries and consolidated affiliated entities, both currently and immediately after giving effect to this offering, do not and will not result in violation of any explicit provisions of PRC laws, rules or regulations currently in effect; and
•: the contractual arrangements among our PRC subsidiaries, our consolidated affiliated entities and the shareholders of such consolidated affiliated entities governed by PRC laws, rules and regulations both currently and immediately after giving effect to this offering are valid, binding and enforceable, and will not result in violation of any explicit provisions of PRC laws, rules or regulations currently in effect.

However, we have been further advised by our PRC legal counsel that there are substantial uncertainties regarding the interpretation and application of current and future PRC laws, rules and regulations. Accordingly, the PRC regulatory authorities may in the future take a view that is contrary to the above opinion of our PRC legal counsel. We have been further advised by our PRC counsel that if the PRC government finds that the agreements that establish the structure for operating our business do not comply with PRC government restrictions on foreign investment in telecommunications businesses, we could be subject to severe penalties including being prohibited from continuing operations. See "Risk Factors—Risks Related to Our Corporate Structure."

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SELECTED CONSOLIDATED FINANCIAL DATA

The following selected consolidated statements of operations and comprehensive income data and selected consolidated cash flows data for the years ended December 31, 2016, 2017 and 2018, and selected consolidated balance sheet data as of December 31, 2016, 2017 and 2018 have been derived from our audited consolidated financial statements included elsewhere in this prospectus. The following selected consolidated statements of operations and comprehensive income data and summary consolidated cash flows data for the three months ended March 31, 2018 and 2019, and the summary consolidated balance sheet data as of March 31, 2019 have been derived from our unaudited condensed consolidated financial statements included elsewhere in this prospectus. Our consolidated financial statements are prepared and presented in accordance with U.S. GAAP. Our historical results are not necessarily indicative of results expected for future periods. You should read this Selected Consolidated Financial Data section together with our consolidated financial statements and the related notes and

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"Management's Discussion and Analysis of Financial Condition and Results of Operations" included elsewhere in this prospectus.

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

	2016			2017			2018						2018			2019
	RMB			RMB			RMB			US$			RMB			RMB			US$
	(in thousands, except for per share data)
Selected Consolidated Statements of Operations Data:
Net revenues:
Loan facilitation services		2,157,782			6,272,796			4,960,671			739,163			931,727			1,042,820			155,385
Post-origination services		41,313			256,916			367,439			54,750			93,385			81,252			12,107
Others		61,557			212,068			228,372			34,029			67,320			79,932			11,910

Total net revenues		2,260,652			6,741,780			5,556,482			827,942			1,092,432			1,204,004			179,402
Operating costs and expenses:
Cost of products		—			—			—			—			—			(39,808	)		(5,932	)
Sales and marketing ⁽¹⁾		(1,168,416	)		(2,243,723	)		(1,746,375	)		(260,218	)		(403,627	)		(348,826	)		(51,977	)
Origination and servicing ⁽²⁾		(168,024	)		(502,050	)		(444,830	)		(66,282	)		(117,582	)		(97,727	)		(14,562	)
General and administrative ⁽³⁾		(527,642	)		(3,075,456	)		(1,157,109	)		(172,415	)		(242,362	)		(229,388	)		(34,180	)

Total operating costs and expenses		(1,864,082	)		(5,821,229	)		(3,348,314	)		(498,915	)		(763,571	)		(715,749	)		(106,651	)
Interest income		13,422			73,639			208,350			31,045			29,947			75,782			11,292
Impairment loss		—			—			(23,140	)		(3,448	)		—			—			—
Net loss from disposal of subsidiary		—			(8,135	)		(257	)		(38	)		—			—			—
Gain recognized on remeasurement of previously held equity interest in acquiree		—			—			—			—			—			16,272			2,425
Non-operating income (loss), net		7,719			25,429			25,608			3,815			6,066			(358	)		(53	)

Income before income tax expense and share of profit in equity method investments		417,711			1,011,484			2,418,729			360,401			364,874			579,951			86,415
Income tax expense		(271,132	)		(352,432	)		(402,403	)		(59,960	)		(65,711	)		(54,004	)		(8,047	)
Share of profit (loss) in equity method investments		15,047			64,701			(41,143	)		(6,130	)		(8,427	)		1,435			214

Net Income		161,626			723,753			1,975,183			294,311			290,736			527,382			78,582
Net (income) loss attributable to the non-controlling interest shareholders		(5,588	)		(126,049	)		6,621			987			866			522			78

Net income attributable to 9F Inc .		156,038			597,704			1,981,804			295,298			291,602			527,904			78,660

Change in redemption value of preferred shares		—			(47,759	)		(17,225	)		(2,567	)		(4,247	)		(4,248	)		(633	)
Deemed dividend to preferred shareholders		—			(103,550	)		—			—			—			—			—

Net income attributable to ordinary shareholders		156,038			446,395			1,964,579			292,731			287,355			523,656			78,027



Net income per ordinary shares
Basic ⁽⁴⁾		114.86			322.56			1,057.33			157.55			156.25			279.87			41.70
Diluted ⁽⁴⁾		106.69			292.83			940.58			140.15			138.32			244.37			36.41
Weighted average number of ordinary shares used in computing net income per share
Basic ⁽⁵⁾		1,239,018			1,244,137			1,626,728			1,626,728			1,626,728			1,626,728			1,626,728
Diluted ⁽⁵⁾		1,343,052			1,384,655			1,857,352			1,857,352			1,942,492			2,006,017			2,006,017
Net income		161,626			723,753			1,975,183			294,311			290,736			527,382			78,582
Other comprehensive income
Foreign currency translation adjustment, net of tax of nil		17,372			(33,065	)		84,430			12,580			(31,063	)		(33,715	)		(5,023	)
Unrealized gains (losses) on available for sale investments, net of tax of nil		194			1,071			(1,146	)		(171	)		(127	)		499			74

Total comprehensive income		179,192			691,759			2,058,467			306,720			259,546			494,166			73,633
Total comprehensive (income) loss attributable to the non-controlling interest shareholders		(5,588	)		(126,049	)		6,621			987			866			522			78

Total comprehensive income attributable to 9F Inc .		173,604			565,710			2,065,088			307,707			260,412			494,688			73,711

Notes:

(1): Sales and marketing expenses include services provided by related parties of RMB168.3 million, RMB417.1 million and RMB37.8 million (US$5.6 million) in 2016, 2017 and 2018, respectively, and RMB11.9 million and RMB7.7 million (US$1.1 million) for the three months ended March 31, 2018 and 2019, respectively.
(2): Origination and servicing expenses include services provided by related parties of RMB11.6 million, RMB81.8 million and RMB39.0 million (US$5.8 million) in 2016, 2017 and 2018, respectively, and RMB17.2 million and RMB2.9 million (US$0.4 million) for the three months ended March 31, 2018 and 2019, respectively.
(3): General and administrative expenses include share-based compensation of RMB110.4 million, RMB2,180.5 million and RMB508.2 million (US$75.7 million) in 2016, 2017 and 2018, respectively, and RMB121.6 million and RMB33.7 million (US$5.0 million) for the three months ended March 31, 2018 and 2019, respectively.
(4): After giving effect to a 1 for 100 share split of our shares issued and outstanding as of the date of this prospectus immediately prior to the completion of this offering, basic net income per ordinary shares would have been RMB1.15, RMB3.23, RMB10.57 (US$1.58), RMB1.56, and RMB2.80 (US$0.42) for the years ended December 31, 2016, 2017, and 2018 and for the three months ended March 31, 2018 and 2019, respectively. Diluted net income per ordinary shares would have been RMB1.07, RMB2.93, RMB9.41 (US$1.40), RMB1.38, and RMB2.44 (US$0.36) for the years ended December 31, 2016, 2017, and 2018 and for the three months ended March 31, 2018 and 2019, respectively.

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(5): After giving effect to a 1 for 100 stock split of our shares issued and outstanding as of the date of this prospectus immediately prior to the completion of this offering, weighted average number of ordinary shares used in computing basic net income per shares would have been 123,901,800, 124,413,700, 162,672,800, 162,672,800, and 162,672,800 for the years ended December 31, 2016, 2017, and 2018 and for the three months ended March 31, 2018 and 2019, respectively. Weighted average number of ordinary shares used in computing diluted net income per shares would have been 134,305,200, 138,465,500, 185,735,200, 194,249,200, and 200,601,700 for the years ended December 31, 2016, 2017, and 2018 and for the three months ended March 31, 2018 and 2019, respectively.

The following table presents our selected consolidated balance sheet data as of the dates indicated:

	As of December 31,								As of March 31,

	2016		2017		2018				2019
	RMB		RMB		RMB		US$		RMB		US$
	(in thousands)
Selected Consolidated Balance Sheets Data:
Assets
Cash and cash equivalents		1,238,490		3,778,115		5,469,077		814,918		6,452,209		961,409
Restricted cash		146,129		671		—		—		—		—
Term deposits		—		700,000		833,478		124,192		276,768		41,240
Accounts receivable, net of allowance for doubtful accounts of RMB27,730, RMB29,611, RMB1,053 and RMB919 (US$137) as of December 31, 2016, 2017, 2018, and March 31, 2019, respectively		81,048		300,058		180,141		26,842		246,818		36,777
Other receivables, net of allowance for doubtful accounts of RMB5,010, RMB5,010, RMB5,010 and RMB5,010 (US$747) as of December 31, 2016, 2017, 2018, and March 31, 2019, respectively		184,029		91,428		146,438		21,820		141,790		21,127
Loan receivables, net of allowance for doubtful accounts of nil, nil, nil and RMB20,036 (US$2,985) as of December 2016, 2017, 2018 and March 31, 2019, respectively		84,770		126,200		593,943		88,500		551,976		82,247
Prepaid expenses and other assets		139,518		524,321		543,088		80,923		502,994		74,948
Long-term investments		152,028		509,736		954,158		142,174		936,861		139,597
Total Assets		2,153,661		6,275,783		9,107,961		1,357,129		9,786,747		1,458,271
Liabilities
Deferred revenue		94,176		384,070		346,847		51,682		341,449		50,877
Income tax payable		301,219		463,977		315,868		47,067		318,828		47,507
Accrued expenses and other liabilities		500,600		795,447		745,307		111,054		738,066		109,976
Total Liabilities		939,709		1,750,732		1,470,621		219,130		1,604,187		239,031
Mezzanine equity:
Series A convertible redeemable preferred shares (US$0.0001 par value; 119,506 shares authorized, issued and outstanding as of December 31, 2016, 2017 and 2018 and March 31, 2019, respectively; liquidation value of RMB296,032)		215,317		263,076		280,301		41,766		284,549		42,399
Series B convertible redeemable preferred shares (US$0.0001 par value; nil, 28,303, 28,303 and 28,303 shares authorized, issued and outstanding as of December 31, 2016, 2017 and 2018 and March 31, 2019, respectively; liquidation value of nil, 224,467, 224,467 and RMB224,467 as of December 31, 2016, 2017 and 2018 and March 31, 2019, respectively)		—		202,086		202,086		30,112		202,086		30,112
Series C convertible redeemable preferred shares (US$0.0001 par value; nil, 50,518, 50,518 and 50,518 shares authorized, issued and outstanding as of December 31, 2016, 2017 and 2018 and March 31, 2019, respectively; liquidation value of nil, 400,652, 400,652 and RMB400,652 as of December 31, 2016, 2017 and 2018 and March 31, 2019, respectively)		—		355,248		355,248		52,934		355,248		52,934
Series D convertible redeemable preferred shares (US$0.0001 par value; nil, nil, 35,180 and 35,180 shares authorized, issued and outstanding as of December 31, 2016, 2017 and 2018 and March 31, 2019, respectively; liquidation value of nil, nil, RMB469,654 and RMB469,654 as of December 31, 2016, 2017 and 2018 and March 31, 2019, respectively)		—		—		408,358		60,847		408,358		60,847
Series E convertible redeemable preferred shares (US$0.0001 par value; nil, nil, 10,825 and 10,825 shares authorized, issued and outstanding as of December 31, 2016, 2017 and 2018 and March 31, 2019, respectively; liquidation value of nil, nil, RMB157,447 and RMB157,447 as of December 31, 2016, 2017 and 2018 and March 31, 2019, respectively)		—		—		136,427		20,328		136,427		20,328
Total Shareholders' Equity		998,635		3,704,641		6,254,920		932,012		6,795,892		1,012,620

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The following table presents our selected consolidated cash flow data for the periods indicated:

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

	2016			2017			2018						2018			2019
	RMB			RMB			RMB			US$			RMB			RMB		US$
	(in thousands)
Selected Consolidated Cash Flow Data:
Net cash provided by operating activities		413,972			2,865,590			2,345,892			349,549			437,325			491,352		73,210
Net cash (used in)/provided by investing activities		(222,910	)		(1,011,683	)		(1,236,820	)		(184,294	)		(577,729	)		496,864		74,035
Net cash provided by financing activities		701			563,360			545,886			81,339			408,358			1,532		228
Net increase in cash, cash equivalents and restricted cash		204,499			2,394,167			1,690,291			251,861			243,831			983,132		146,491
Cash, cash equivalents and restricted cash at beginning of the year/period		1,180,120			1,384,619			3,778,786			563,067			3,778,786			5,469,077		814,918
Cash, cash equivalents and restricted cash at end of the year/period		1,384,619			3,778,786			5,469,077			814,918			4,022,617			6,452,209		961,409

Non-GAAP Financial Measure

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income. Further, this non-GAAP measure may differ from the non-GAAP financial information used by other companies, including peer companies, and therefore their comparability may be limited.

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

	2016		2017		2018				2018		2019
	RMB		RMB		RMB		US$		RMB		RMB		US$
	(in thousands)
Reconciliation of Net Income to Adjusted Net Income :
Net income		161,626		723,753		1,975,183		294,311		290,736		527,382		78,582
Add:
Share-based compensation expenses		110,429		2,180,505		508,162		75,719		121,582		33,660		5,016

Less:
Tax effect of adjustments ⁽¹⁾		—		—		—		—		—		—		—

Adjusted net income		272,055		2,904,258		2,483,345		370,030		412,318		561,042		83,598

Note:

(1): The Company was incorporated in the Cayman Islands. Under the current laws of the Cayman Islands, it is not subject to tax on either income or capital gain. As shared based compensation is issued by the Company and recorded as shared-based compensation expense at the Company's financial statements, the tax impact of the adjustment relating to shared-based compensation is nil in the consolidated financial statements.

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

You should read the following discussion together with our consolidated financial statements and the related notes included elsewhere in this prospectus. This discussion contains forward-looking statements about our business and operations. Our actual results may differ materially from those we currently anticipate as a result of many factors, including those we describe under "Risk Factors" and elsewhere in this prospectus. See "Special Note Regarding Forward-Looking Statements."

Overview

The core of our value proposition is a digital alternative to conventional personal finance offerings which we call One Card ( ). Around One Card, we have built an ecosystem connecting borrowers, investors, financial institution partners and merchant partners. We offer revolving loan products tailored to the specific spending needs and risk profiles of our millions of One Card users. We also offer non-revolving loan products that cover key consumption verticals such as home improvement, education, elective medical care services and consumer electronics. We complement our loan products with diversified online wealth management products. Our online wealth management offerings include a comprehensive suite of solutions designed to meet the evolving needs of our investors as they grow in wealth and sophistication, including fixed income, stock, insurance and mutual fund products. Fixed income products currently constitute a significant portion of the online wealth management products we offer. The revolving and non-revolving loan products we offer to borrowers and the fixed income products we offer to investors for our loan origination services are online lending information intermediary services for peer-to-peer lending and borrowing that are subject to the applicable PRC laws and regulations, which we refer to as "Online Lending Information Intermediary Services."

We benefit from collaboration with a broad network of strategic partners such as China UnionPay and JD.com to expand our borrower and investor base. We partner with financial institution partners such as China Taiping and PICC to provide third-party insurance protection to investors that invest in loans we facilitate, which strengthens the credibility of our platform and further enlarges our investor base. PICC, when it is engaged under our direct lending program, also provides credit insurance to institutional funding partners, helping us to expand our institutional funding partner base and promote the rapid development of our direct lending program, which may ease the pressure brought about by the continuing challenging regulatory environment that negatively affect the growth of our business. We plan to work with data modeling service partners such as Talking Data and Alibaba Cloud to jointly build credit risk management models. We are selective in working with partners who are additive to our ecosystem and will continue to seek to develop relationships that will enhance the experience of our borrowers, investors, institutional funding partners and merchant partners.

Our platform is powered by a robust technology infrastructure which we can efficiently manage and grow through an open architecture. Based on the credit data collected from our own account platform as well as from external sources, we are able to apply a series of analytical methods, including artificial intelligence, to target marketing, automated credit decisioning, tiered pricing, anti-fraud modeling and loan collection. While much of our technology infrastructure is proprietary, we also collaborate with a reputable think tank, the China Academy of Sciences, with which we establish a joint laboratory to strengthen and broaden our application of artificial intelligence technology in areas such as voice quality inspection and customer service. Starting from the second half of 2018, we are

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strengthening our efforts in technology enablement by providing our advanced technologies such as artificial intelligence to empower our customers including financial institutions and companies of other various sectors in target marketing, automated credit decisioning, tiered pricing, anti-fraud modeling and loan collection.

We generate revenues primarily from fees charged to borrowers and investors for our services in matching them with each other and for other services we provide over the loan lifecycle. Our total net revenues increased from RMB2,260.7 million in 2016 to RMB6,741.8 million in 2017, and decreased to RMB5,556.5 million (US$827.9 million) in 2018. Our net income increased from RMB161.6 million in 2016 to RMB723.8 million in 2017, and further increased to RMB1,975.2 million (US$294.3 million) in 2018. Excluding the effect of share-based compensation expenses, our adjusted net income increased from RMB272.1 million in 2016 to RMB2,904.3 million in 2017, and decreased to RMB2,483.3 million (US$370.0 million) in 2018. See "Selected Consolidated Financial Data—Non-GAAP Financial Measures" for a reconciliation of net income to adjusted net income. Our total net revenues increased from RMB1,092.4 million for the three months ended March 31, 2018 to RMB1,204.0 (US$179.4 million) for the same period in 2019. Our net income increased from RMB290.7 million for the three months ended March 31, 2018 to RMB527.4 million (US$78.6 million) for the same period in 2019. Excluding the effect of share-based compensation expenses, our adjusted net income increased from RMB412.3 million for the three months ended March 31, 2018 to RMB561.0 million (US$83.6 million) for the same period in 2019. See "Selected Consolidated Financial Data—Non-GAAP Financial Measures" for a reconciliation of net income to adjusted net income.

General Factors Affecting Our Results of Operations

Our business and operating results are affected by general factors affecting China's online consumer finance industry, which include:

•: development of the regulatory environment for China's online consumer finance industry;
•: economic and market conditions; and
•: growth of mobile internet penetration, in particular the availability of internet infrastructure.

In particular, the revenues generated from our Online Lending Information Intermediary Services accounted for 99.7%, 99.4%, 97.0% and 87.6% of our total net revenues in 2016, 2017 and 2018 and for the three months ended March 31, 2019, among which, revenues generated from our revolving and non-revolving loan products charged to borrowers accounted for 93.1%, 92.9%, 88.7% and 76.9%, and revenues generated from our fixed income products charged to investors accounted for 6.6%, 6.5%, 8.3% and 10.7%, respectively, of our total net revenues in 2016, 2017 and 2018 and for the three months ended March 31, 2019. Under applicable PRC laws and regulations governing our Online Lending Information Intermediary Services, we are required to submit a self-examination report and go through inspections and verifications by internet finance associations, the Beijing Rectification Office and its competent authorities. We have submitted the self-examination report and relevant associations have commenced the self-discipline inspections on us. As of the date of this prospectus, we have not received any comments on our self-examination report, nor have we heard from such associations regarding such inspections. In May 2019, we were inspected by the Office of Finance of Fangshan District of Beijing, a competent authority under Beijing Rectification Office and were allowed to link to information disclosure and products registration system. As of the date of this prospectus, we have not received any comments from the Office of Finance of Fangshan District of Beijing. There can be no assurance that we will be able to receive final clearance on our self-examination report, pass the inspections and verifications conducted or to be conducted by internet finance associations, the Beijing Rectification Office and its competent authorities, submit the application for record-filing and complete the record-filing. If we fail to fully comply with the continuing challenging regulatory requirements or fail to complete the record-filing, we may be required to adjust our business model and operations, or even will be forced to terminate our online lending information intermediary business. In addition,

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Beijing Rectification Office issued a rectification notice, or the 2017 Rectification Notice, to us in February 2017 identifying certain issues in our business operations which were deemed not in full compliance with applicable laws and regulations governing online lending information intermediaries. We have implemented various measures in response to the alleged non-compliance and we believe that we have completed these rectifications to address the issues identified in the 2017 Rectification Notice. However, as of the date of the prospectus, we are uncertain as to whether our rectification measures will be sufficient to ensure full compliance with the regulatory requirements due to the lack of detailed interpretation and implementation of these requirements. As of the date of this prospectus, to the best of our knowledge, we do not expect to take further rectification measures to make substantive adjustment to our business operations, and we do not anticipate any material impact on our financial statements resulting from the 2017 Rectification Notice and any current laws, regulations and implemented measures to ensure compliance. Given the challenging and evolving regulatory framework in China, we are not certain whether any future laws, regulations and implemented measures will have any material negative impact on our financial statements. See "Regulation—Regulations Related to Our Business Operation in China" and "Risk Factors—Risks Related to Our Business and Industry—The laws and regulations governing the industries we operate in in China are developing and evolving and subject to changes, and our operations and products have been and may need to continue to be modified to ensure full compliance with applicable laws and regulations. If any of our business practice is deemed to violate any applicable laws, regulations or requirements of regulatory authorities, our business, financial condition and results of operations may be materially and adversely affected."

Unfavorable changes in any of these general industry conditions could negatively affect demand for our services and our results of operations. Our business operations in 2018 were negatively impacted by the tightened regulatory framework in China. See "Risk Factors—If we are unable to recover from decreases in loan origination volume and net revenues as we encountered in 2018 or if we are unable to successful retain existing borrowers, investors, financial institution partners or merchant partners or attract new ones, our business and results of operations may be materially and adversely affected."

Specific Factors Affecting Our Results of Operations

While our business is influenced by general factors affecting China's online consumer finance marketplace industry generally, we believe our results of operations are more directly affected by company specific factors, including the following major factors.

Ability to Maintain and Expand our User Base in a Cost-Effective Manner

Our revenues, to a large extent, are dependent on the growth of our user base. The number of active borrowers on our platform increased by 171.5% from approximately 1.3 million in 2016 to approximately 3.6 million in 2017, and the number of active investors on our platform increased by 66.5% from approximately 0.7 million in 2016 to approximately 1.2 million in 2017. The number of registered users increased by 87.0% from 27.6 million as of December 31, 2016 to 51.6 million as of December 31, 2017, and increased by 40.2% to 72.4 million as of December 31, 2018, and further increased by 6.0% to 76.7 million as of March 31, 2019. Due to the challenging regulatory environment negatively affecting the growth of our business, the number of active borrowers on our platform decreased by 36.3% to approximately 2.3 million in 2018, and the number of active investors on our platform decreased by 28.6% to approximately 0.9 million in 2018. The numbers of active borrowers and active investors on our platform for the three months ended March 31, 2019 were 0.6 million and 0.3 million, respectively representing 40.0% and 31.1% decreases, compared to that for the same period in 2018, respectively. We are constantly seeking to improve and optimize user experience to achieve a high level of user satisfaction, which in turn helps us retain existing users and attract new users through word-of-mouth referrals. Our results of operations and ability to recover from decreases in our loan origination volume will depend, in part, on the effectiveness of our sales and marketing efforts in both borrower and investor acquisition. Driven by our target marketing, our sales and marketing expenses

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were 51.7%, 33.3%, 31.5% and 29.0% of our total net revenues in 2016, 2017 and 2018 and for the three months ended March 31, 2019, respectively. The decrease in our sales and marketing expenses as a percentage of our net revenues in 2017 was primarily attributable to the improved effectiveness of our user acquisition efforts, and in particular, user acquisition through online channels. The slight decrease of our sales and marketing expenses as a percentage of our net revenues in 2018 compared to 2017 was primarily because we slowed down our user acquisition efforts and downsized our sales and marketing team due to the challenging regulatory environment. The decrease of our sales and marketing expenses as a percentage of our net revenues for the three months ended March 31, 2019 compared to that of the same period in 2018 was primarily because we slowed down our user acquisition efforts and downsized our sales and marketing team due to the continuing challenging regulatory environment. We intend to continue to dedicate significant resources to our sales and marketing efforts and continually seek to improve the effectiveness of these efforts, in particular with regards to new user acquisition.

Ability to Access Diversified and Scalable Funding

The growth of our business is also dependent on our ability to access diversified and scalable funding to meet our borrowers' needs. For example, beginning in 2016, we started to diversify our funding sources by introducing institutional funding partners under our direct lending program. See "Business—Users and Partners—Financial Institution Partners—Institutional Funding Partners." We have access to both investors and financial institution partners, and have the ability to adjust funding allocation between different sources. As such, we are better equipped to weather fluctuations in the supply and cost of funding. In 2016, 2017 and 2018 and for the three months ended March 31, 2019, investors funded RMB13.8 billion, RMB57.4 billion and RMB44.9 billion (US$6.7 billion) and RMB8.7 billion (US$1.3 billion), respectively, and institutional funding partners funded RMB80.5 million, RMB109.6 million, RMB749.3 million (US$111.6 million) and RMB1,017.2 million (US$151.6 million), respectively, in the loans we originated to borrowers, and not taking into consideration of reinvestments made by investors. We have been developing our direct lending program rapidly since 2018 and intend to cooperate with more institutional funding partners to further strengthen and diversify our funding sources. As of June 30, 2019, our institutional funding partners had approved the funding limit in the aggregate amount of over RMB70 billion (US$10.4 billion) under our direct lending program. The percentage of loan origination volume funded by our institutional funding partners to our total loan origination volume has increased significantly from approximately 10.5% for the three months ended March 31, 2019 to 58.0% for the three months ended June 30, 2019. Our strengthened cooperation with financial institution partners may ease the pressure brought about by the continuing challenging regulatory environment that negatively affect the growth of our business. Revenues related to service fee charged to financial institution partners and borrowers under our direct lending program amounted to RMB4.4 million, RMB4.7 million and RMB46.2 million (US$6.9 million) in 2016, 2017 and 2018, respectively, and RMB0.2 million and RMB80.6 million (US$12.0 million) for the three months ended March 31, 2018 and 2019, respectively. We have stopped charging service fees from borrowers under our direct lending program since April 2019.

Ability to Advance our Technologies on a Continuing Basis

Our success to date is largely attributable to our ability to seamlessly integrate the use of technologies into provision of financial services. We have been focusing on leveraging our advanced technology capabilities such as data collection and artificial intelligence capabilities to increase the automation level of our platform and optimize our operational efficiency. Our highly advanced technology infrastructure enables us to facilitate a large number of transactions simultaneously. In 2016, 2017, 2018 and for the three months ended March 31, 2019, our net revenues per employee was approximately RMB0.3 million, RMB2.3 million, RMB3.4 million (US$0.5 million) and RMB0.8 million (US$0.1 million), respectively. We also plan to invest in emerging new technologies such as blockchain

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technology. As our business grows, and backed by our strategy focusing on technology enablement, we will continue to invest in strengthening our technology infrastructure, which may increase our expenses in the short term.

Ability to Maintain Effective Risk Management

Our ability to make effective credit assessment and offer investors attractive risk-adjusted returns impacts our ability to attract and retain users. See "Business—Risk Management—Our proprietary Credit Assessment Process." We intend to optimize our fraud detection capabilities, improve the accuracy of our proprietary credit scoring and risk pricing models and enhance our debt collection effectiveness on a continual basis through the application of our advanced technology capabilities.

Ability to Broaden our Product Offerings

Our growth to date has depended on, and our future success will in part depend on, successfully meeting borrower and investor demand for new loan products and innovative online wealth management products. With our footprint expanding overseas, we have made and will continue to make substantial investments to develop and offer new loan products and online wealth management products, both domestically and internationally to our users. For borrowers, we plan to broaden consumption scenarios by consolidating more e-commerce platforms into our One Card system, and at the same time, make continuous efforts to launch new loan products in response to the evolving needs of borrowers. For investors, we aim to offer a more diversified array of investment products with attractive risk-adjusted returns to meet individual risk profiles. In particular, we plan to leverage our securities and insurance licenses to seek additional cross-selling opportunities in our online wealth management product lines including insurance brokerage services and overseas stock investment products. Failure to continue to successfully broaden our product offerings could adversely affect our operating results and we may not be able to recoup the costs of developing and launching new products.

Loan Performance Data

Delinquency Rates by Balance

We define delinquency rate as the loan principal that was 15-30, 31-60, 61-90 and 91-180 calendar days past due as a percentage of the total balance of outstanding principal of loans originated on our platform as of a specific date. Loan products that have been transfered to non-performing loan companies are not included in the calculation of delinquency rate. Historically, we transferred certain loans to non-performing loan companies primarily driven by our efforts to comply with the evolving laws and regulations governing our business, rather than for the purpose of transferring out loans that are in delinquent.

The following table sets forth the delinquency rates for all our outstanding loan products as of December 31, 2016, 2017 and 2018 and March 31, 2019:

	Delinquent for

	15 - 30 days			31 - 60 days			61 - 90 days			91 - 180 days
December 31, 2016		0.82	%		0.91	%		0.57	%		1.42	%
December 31, 2017		0.77	%		1.00	%		0.89	%		1.88	%
December 31, 2018		0.59	%		0.35	%		0.24	%		1.43	%
March 31, 2019		0.06	%		0.12	%		0.32	%		0.88	%

We also track the performance of the loans we originated with terms of no more than 12 months and loans we originated with terms of over 12 months. The following tables set forth the delinquency rates of all our outstanding loan products, with terms of no more than 12 months and over 12 months, as of December 31, 2016, 2017 and 2018, respectively.

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Performance of loans with terms of no more than 12 months:

	Delinquency rates for

	15 - 30 days			31 - 60 days			61 - 90 days			91 - 180 days
December 31, 2016		0.54	%		0.68	%		0.75	%		1.62	%
December 31, 2017		0.80	%		0.89	%		1.05	%		2.73	%
December 31, 2018		0.10	%		0.21	%		0.13	%		0.71	%
March 31, 2019		0.14	%		0.19	%		0.27	%		0.45	%

Performance of loans with terms of over 12 months:

	Delinquency rates for

	15 - 30 days			31 - 60 days			61 - 90 days			91 - 180 days
December 31, 2016		0.90	%		0.97	%		0.52	%		1.36	%
December 31, 2017		0.75	%		1.06	%		0.79	%		1.37	%
December 31, 2018		0.78	%		0.40	%		0.28	%		1.70	%
March 31, 2019		0.03	%		0.09	%		0.34	%		1.04	%

Historically, we transferred certain loans to non-performing loan companies primarily driven by our efforts to comply with the evolving laws and regulations governing our business, rather than for the purpose of transferring out loans that are in delinquent.

The following table sets forth the total amount of loans we transferred to non-performing loan companies in each period.

	Total Amount of the Loans Transferred

	(in RMB)
2016		951,235,483
2017		551,967,783
2018		327,739,797
2019 (three months ended March 31, 2019)		—

The following table sets forth the amount of delinquent loans we transferred to non-performing loan companies in each period, broken down by delinquent loan categories at the time of transfer.

	Delinquent for

	15 - 30 days		31 - 60 days		61 - 90 days		91 - 180 days
	(in RMB)
2016		1,522,311		2,502,665		1,181,892		23,787,944
2017		95,200		—		32,875		1,202,189
2018		4,307,884		2,293,872		2,181,835		22,030,792
2019 (three months ended March 31, 2019)		—		—		—		—

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The following table sets forth the delinquency rates for all our outstanding loan products as of December 31, 2016, 2017 and 2018 and March 31, 2019, if the delinquent loans transferred to nonperforming loans companies were included in the delinquent loan categories.

	Delinquent rates for

	15 - 30 days			31 - 60 days			61 - 90 days			91 - 180 days
December 31, 2016		0.78	%		0.87	%		0.55	%		1.48	%
December 31, 2017		0.76	%		0.99	%		0.88	%		1.86	%
December 31, 2018		0.60	%		0.35	%		0.24	%		1.46	%
March 31, 2019		0.06	%		0.12	%		0.32	%		0.88	%

Delinquency Rates by Vintage

We refer to loans facilitated during a specific time as a vintage. We define vintage delinquency rate as follows:

M3+ Delinquency Rates by Vintage We define "M3+ Delinquency Rates by Vintage" as the total balance of outstanding principal of a vintage for which any payment of principal is over 90 calendar days past due as of a particular date (adjusted to exclude total amount of past due payments for loan principal that have been subsequently collected in the same vintage), divided by the total initial principal originated in such vintage. Loan products that have been transferred to non-performing loan companies are not included in the calculation of M3+ Delinquency Rates by Vintage.

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Results of Operations

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

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

	2016						2017						2018									2018						2019
	RMB			%			RMB			%			RMB			US$			%			RMB			%			RMB			US$			%
	(in thousands, except for percentages)
Net revenues:
Loan facilitation services		2,157,782			95.5			6,272,796			93.1			4,960,671			739,163			89.3			931,727			85.3			1,042,820			155,385			86.7
Post-origination services		41,313			1.8			256,916			3.8			367,439			54,750			6.6			93,385			8.5			81,252			12,107			6.7
Others		61,557			2.7			212,068			3.1			228,372			34,029			4.1			67,320			6.2			79,932			11,910			6.6

Total net revenues		2,260,652			100.0			6,741,780			100.0			5,556,482			827,942			100.0			1,092,432			100.0			1,204,004			179,402			100.0
Operating costs and expenses:
Cost of products		—			—			—			—			—			—			—			—			—			(39,808	)		(5,932	)		(3.3	)
Sales and marketing ⁽¹⁾		(1,168,416	)		(51.7	)		(2,243,723	)		(33.3	)		(1,746,375	)		(260,218	)		(31.5	)		(403,627	)		(36.9	)		(348,826	)		(51,977	)		(29.0	)
Origination and servicing ⁽²⁾		(168,024	)		(7.4	)		(502,050	)		(7.5	)		(444,830	)		(66,282	)		(8.0	)		(117,582	)		(10.8	)		(97,727	)		(14,562	)		(8.1	)
General and administrative ⁽³⁾		(527,642	)		(23.4	)		(3,075,456	)		(45.7	)		(1,157,109	)		(172,415	)		(20.8	)		(242,362	)		(22.2	)		(229,388	)		(34,180	)		(19.0	)

Total operating costs and expenses		(1,864,082	)		(82.5	)		(5,821,229	)		(86.5	)		(3,348,314	)		(498,915	)		(60.3	)		(763,571	)		(69.9	)		(715,749	)		(106,651	)		(59.4	)
Interest income		13,422			0.6			73,639			1.1			208,350			31,045			3.7			29,947			2.7			75,782			11,292			6.3
Impairment loss		—			—			—			—			(23,140	)		(3,448	)		(0.4	)		—			—			—			—			—
Gain recognized on remeasurement of previously held equity interest in acquiree		—			—			—			—			—			—			—			—			—			16,272			2,425			1.4
Net loss from disposal of subsidiary		—			—			(8,135	)		(0.1	)		(257	)		(38	)		(0.0	)		—			—			—			—			—
Non-operating income (loss), net		7,719			0.3			25,429			0.4			25,608			3,815			0.5			6,066			0.6			(358	)		(53	)		(0.1	)

Income before income tax expense and share of profit in equity method investments		417,711			18.4			1,011,484			14.9			2,418,729			360,401			43.5			364,874			33.4			579,951			86,415			48.2
Income tax expense		(271,132	)		(12.0	)		(352,432	)		(5.2	)		(402,403	)		(59,960	)		(7.2	)		(65,711	)		(6.0	)		(54,004	)		(8,047	)		(4.5	)
Share of profit (loss) in equity method investments		15,047			0.7			64,701			1.0			(41,143	)		(6,130	)		(0.7	)		(8,427	)		(0.8	)		1,435			214			0.1

Net Income		161,626			7.1			723,753			10.7			1,975,183			294,311			35.6			290,736			26.6			527,382			78,582			43.8

Notes:

(1): Sales and marketing expenses include services provided by related parties of RMB168.3 million, RMB417.1 million and RMB37.8 million (US$5.6 million) in 2016, 2017 and 2018, respectively, and RMB11.9 million and RMB7.7 million (US$1.1 million) for the three months ended March 31, 2018 and 2019, respectively.
(2): Origination and servicing expenses include services provided by related parties of RMB11.6 million, RMB81.8 million and RMB39.0 million (US$5.8 million) in 2016, 2017 and 2018, respectively, and RMB17.2 million and RMB2.9 million (US$0.4 million) for the three months ended March 31, 2018 and 2019, respectively.
(3): General and administrative expenses include share-based compensation of RMB110.4 million, RMB2,180.5 million and RMB508.2 million (US$75.7 million) in 2016, 2017 and 2018, respectively, and RMB121.6 million and RMB33.7 million (US$5.0 million) for the three months ended March 31, 2018 and 2019, respectively.

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Net Revenues

Our net revenues include loan facilitation services fees, post-origination services fees and other revenues. The following table sets forth the breakdown of our net revenues, both in absolute amount and as a percentage of our total net revenues, for the periods presented:

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

	2016				2017				2018						2018				2019
	RMB		%		RMB		%		RMB		US$		%		RMB		%		RMB		US$		%
	(in thousands, except for percentages)
Loan facilitation services		2,157,782		95.5		6,272,796		93.1		4,960,671		739,163		89.3		931,727		85.3		1,042,820		155,385		86.7
Post-origination services		41,313		1.8		256,916		3.8		367,439		54,750		6.6		93,385		8.5		81,252		12,107		6.7
Others		61,557		2.7		212,068		3.1		228,372		34,029		4.1		67,320		6.2		79,932		11,910		6.6

Total net revenues		2,260,652		100.0		6,741,780		100.0		5,556,482		827,942		100.0		1,092,432		100.0		1,204,004		179,402		100.0

Loan facilitation services fees

For each loan facilitated on our platform for our Online Lending Information Intermediary Services, we charge a service fee to the borrower and the investor each at certain percentage of the loan principal and allocate such fee between loan facilitation services and post-origination services that we provide. The rate of such service fees varies depending on the type, pricing and term of underlying loans. Loan facilitation services fees for our Online Lending Information Intermediary Services are the portion of service fees we charge to borrowers and investors in relation to the work we perform through our platform by matching them with each other and facilitating the origination of loan transactions.

For each loan referred by us to our institutional funding partners under our direct lending program, we charge a service fee to either the borrower with whom we have stopped charging service fees since April 2019 or the financial institutional partner each at certain percentage of the loan principal and allocate such fee between loan facilitation services and post-origination services that we provide. Loan facilitation services fees are the portion of service fees we charge to borrowers with whom we have stopped charging service fees since April 2019 or financial institutional partners in relation to the services we provide such as traffic referral services and credit assessment.

Three Months Ended March 31, 2019 Compared to Three Months Ended March 31, 2018. Our loan facilitation services fees increased by 11.9% from RMB931.7 million for the three months ended March 31, 2018 to RMB1,042.8 million (US$155.4 million) for the same period in 2019. The increase was primarily due to the increase in average service fee rates of our loan products which was in turn mainly caused by the increase in weighted average loan terms for loans we facilitated for the three months ended March 31, 2019 compared to that for the same period in 2018. The weighted average terms of our revolving and non-revolving loan products were 27 months and 21 months, respectively, for the three months ended March 31, 2019, compared to those of 15 months and 14 months, respectively, for the same period in 2018.

2018 Compared to 2017. Our loan facilitation services fees decreased by 20.9% from RMB6,272.8 million in 2017 to RMB4,960.7 million (US$739.2 million) in 2018. The decrease was primarily due to the decrease in the loan origination volume, which decreased from RMB57.5 billion in 2017 to RMB45.6 billion (US$6.8 billion) in 2018. The decrease in the loan origination volume was primarily driven by the decrease in the number of active borrowers on our platform from approximately 3.6 million in 2017 to approximately 2.3 million in 2018 due to the challenging regulatory environment negatively affecting the growth of our business.

2017 Compared to 2016. Our loan facilitation services fees increased by 190.7% from RMB2,157.8 million in 2016 to RMB6,272.8 million in 2017. The increase was primarily due to the

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substantial increase in the loan origination volume, which increased from RMB13.9 billion in 2016 to RMB57.5 billion in 2017. The increase in the loan origination volume was primarily driven by the increase in number of active borrowers on our platform from approximately 1.3 million in 2016 to approximately 3.6 million in 2017.

Post-origination services fees

For our Online Lending Information Intermediary Services, post-origination services fees are the portion of service fees charged to borrowers and investors in relation to services we provide after loan origination, such as repayment facilitation and loan collection.

Under our direct lending program, post-origination services fees are the portion of service fees charged to either the borrowers with whom we have stopped charging service fees since April 2019 or the financial institutional partners in relation to services we provide after loan origination, such as repayment facilitation and loan collection.

Three Months Ended March 31, 2019 Compared to Three Months Ended March 31, 2018. Our post-origination services fees decreased by 13.0% from RMB93.4 million for the three months ended March 31, 2018 to RMB81.3 million (US$12.1 million) for the same period in 2019. The decrease was primarily due to the decrease in our loan origination volume in 2018 compared to that in 2017, which was partially offset by the increase in service fees we charged for the three months ended March 31, 2019 compared to that for the same period in 2018. Post-origination service fees are recognized over the entire loan lifecycle and loan facilitation service fees are recognized at loan inception, so the historical decrease in loan origination volume may result in the decrease in post-origination services fees for subsequent period.

2018 Compared to 2017. Our post-origination services fees increased by 43.0% from RMB256.9 million in 2017 to RMB367.4 million (US$54.7 million) in 2018. The increase was primarily due to the historical increase in our loan origination volume, which was in turn driven by the historical increase in the number of active borrowers on our platform. Our post-origination service fees kept increasing in 2018 while our loan facilitation service fees decreased for the same period, primarily because post-origination service fees are recognized over the entire loan lifecycle and loan facilitation service fees are recognized at loan inception.

2017 Compared to 2016. Our post-origination services fees increased by 522.0% from RMB41.3 million in 2016 to RMB256.9 million in 2017. The increase was primarily due to the substantial increase in the loan origination volume, which increased from RMB13.9 billion in 2016 to RMB57.5 billion in 2017. The increase in the loan origination volume was primarily driven by the increase in number of active borrowers on our platform from approximately 1.3 million in 2016 to approximately 3.6 million in 2017. Post-origination service fees increased at a much faster pace than loan facilitation service fees, primarily because post-origination service fees are recognized over the entire loan lifecycle and loan facilitation service fees are recognized at loan inception. To a lesser extent, the faster growth of post-origination service fees was due to change in product mix with respect to the significant increase of revolving loan products we facilitated in 2017 which is generally allocated with a higher portion of post-origination service fees than non-revolving loan products.

Others

Other revenues mainly include product sales revenues from online sales of goods and penalty fees we charge to borrowers for late payment for our Online Lending Information Intermediary Services. Other revenues also include revenue of services such as insurance agency, securities brokerage, consulting and user referral. Starting from early 2018, penalty fees under our Online Lending

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Information Intermediary Services have been paid to the depository account and were no longer included in our revenues thereafter.

Three Months Ended March 31, 2019 Compared to Three Months Ended March 31, 2018. Our other revenue increased by 18.7% from RMB67.3 million for the three months ended March 31, 2018 to RMB79.9 million (US$11.9 million) for the same period in 2019. The increase was primarily due to the revenue from our online direct sales of upscale products, a business we started to engage in 2019, in the amount of RMB42.0 million (US$6.3 million).

2018 Compared to 2017. Our other revenue increased by 7.7% from RMB212.1 million in 2017 to RMB228.4 million (US$34.0 million) in 2018. The increase was primarily due to the increase in revenues from online sales of third-party merchandise and the increase in revenues from provision of technology related services to customers.

2017 Compared to 2016. Our other revenue increased by 244.3% from RMB61.6 million in 2016 to RMB212.1 million in 2017. The increase was primarily due to the increase in our penalty fee resulting from the increased loan origination volume in 2017.

Operating Costs and Expenses

Our operating expenses consist of cost of products, sales and marketing expenses, origination and servicing expenses and general and administrative expenses. The following table sets forth our operating expenses, both in absolute amount and as a percentage of our net revenues, for the periods indicated.

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

	2016				2017				2018						2018				2019
	RMB		%		RMB		%		RMB		US$		%		RMB		%		RMB		US$		%
	(in thousands, except for percentages)
Cost of products		—		—		—		—		—		—		—		—		—		39,808		5,932		3.3
Sales and marketing		1,168,416		51.7		2,243,723		33.3		1,746,375		260,218		31.5		403,627		36.9		348,826		51,977		29.0
Origination and servicing		168,024		7.4		502,050		7.5		444,830		66,282		8.0		117,582		10.8		97,727		14,562		8.1
General and administrative		527,642		23.4		3,075,456		45.7		1,157,109		172,415		20.8		242,362		22.2		229,388		34,180		19.0

Total operating costs and expenses		1,864,082		82.5		5,821,229		86.5		3,348,314		498,915		60.3		763,571		69.9		715,749		106,651		59.4

Cost of products

Cost of products consist primarily of purchase price of products and inventory write-downs. We recorded cost of products of RMB39.8 million (US$5.9 million) for the three months ended March 31, 2019 since we have started to engage in online direct sales of upscale products in 2019.

Sales and marketing expenses

Sales and marketing expenses consist primarily of various marketing expenses, including those related to borrower and investor acquisition and retention and general brand and awareness building.

Three Months Ended March 31, 2019 Compared to Three Months Ended March 31, 2018. Our sales and marketing expenses decreased by 13.6% from RMB403.6 million for the three months ended March 31, 2018 to RMB348.8 million (US$52.0 million) for the same period in 2019. The decrease was primarily due to the decrease of salary and benefit expenses from RMB63.4 million for the three months ended March 31, 2018 to RMB51.0 million (US$7.6 million) for the same period in 2019 and

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the decrease of user acquisition expenses from RMB320.3 million for the three months ended March 31, 2018 to RMB270.6 million (US$40.3 million) for the same period in 2019, as we slowed down our user acquisition efforts and downsized our sales and marketing team given the continuing challenging regulatory environment.

2018 Compared to 2017. Our sales and marketing expenses decrease by 22.2% from RMB2,243.7 million in 2017 to RMB1,746.4 million (US$260.2 million) in 2018. The decrease was primarily due to the decrease in user acquisition expenses from RMB1,657.3 million in 2017 to RMB1,395.5 million (US$207.9 million) in 2018 and the decrease of salary and benefit expenses from RMB359.2 million (US$53.5 million) in 2017 to RMB232.8 million (US$34.7 million) in 2018, as we slowed down our user acquisition efforts and downsized our sales and marketing team given the challenging regulatory environment.

2017 Compared to 2016. Our sales and marketing expenses increased by 92.0% from RMB1,168.4 million in 2016 to RMB2,243.7 million in 2017. The increase was primarily due to the increases in user acquisition expenses from RMB697.6 million in 2016 to RMB1,657.3 million in 2017, driven by our continued user acquisition efforts. Our sales and marketing expenses as a percentage of our total net revenues decreased from 51.7% to 33.3% during the same period, primarily because of the significant increase in our net revenues in 2017 and the improved effectiveness of our user acquisition efforts and in particular, our user acquisition through online channels and the wider adoption of user referral strategies to acquire new users.

The following table presents the breakdown of sales and marketing expenses, both in absolute amount and as a percentage of total sales and marketing expenses, for the periods indicated.

	For the year ended December 31,														For the Three Months Ended March 31,

	2016				2017				2018						2018				2019
	RMB		%		RMB		%		RMB		US$		%		RMB		%		RMB		US$		%
	(in thousands, except for percentages)
User acquisition		697,620		59.7		1,657,344		73.9		1,395,517		207,939		80.0		320,255		79.3		270,584		40,318		77.6
General brand promotion		45,837		3.9		49,535		2.2		54,599		8,136		3.1		12,453		3.1		10,803		1,610		3.1
Salary and benefit		241,632		20.7		359,169		16.0		232,761		34,682		13.3		63,441		15.7		51,006		7,600		14.6
Others		183,327		15.7		177,675		7.9		63,498		9,461		3.6		7,478		1.9		16,433		2,449		4.7

Total sales and marketing expenses		1,168,416		100.0		2,243,723		100.0		1,746,375		260,218		100.0		403,627		100.0		348,826		51,977		100.0

Origination and servicing expenses

Origination and servicing expenses consist primarily of variable expenses and vendor costs, including costs related to credit assessment, customer and system support, payment processing services and collection associated with facilitating and servicing loans.

Three Months Ended March 31, 2019 Compared to Three Months Ended March 31, 2018. Our origination and servicing expenses decreased by 16.9% from RMB117.6 million for the three months ended March 31, 2018 to RMB97.7 million (US$14.6 million) for the same period in 2019. The decrease was primarily due to the decrease in payment processing expenses, expenses associated with collection and other origination and servicing expenses each from RMB50.5 million, RMB29.8 million and RMB16.3 million for the three months ended March 31, 2018 to RMB35.9 million (US$5.3 million), RMB13.8 million (US$2.1 million) and RMB11.5 million (US$1.7 million) for the same period in 2019, respectively. Such decrease was partially offset by the increase of credit assessment expenses from RMB5.5 million for the three months ended March 31, 2018 to RMB17.4 million (US$2.6 million) for the same period in 2019. The decrease in payment processing

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expenses was primarily due to the decrease in our loan origination volume for the three months ended March 31, 2019 compared to that for the same period in 2018. The decrease in expenses associated with collection was primarily caused by the decrease in our loan origination volume and the increase in our outsource of loan collection services each for the three months ended March 31, 2019 compared to those for the same period in 2018. Our credit assessment expenses increased in the three months ended March 31, 2019 compared to that of the same period in 2018 because we have strengthened our credit assessment efforts in 2019.

2018 Compared to 2017. Our origination and servicing expenses decreased by 11.4% from RMB502.1 million in 2017 to RMB444.8 million (US$66.3 million) in 2018. The decrease was primarily due to the decrease in expenses associated with collection from RMB245.0 million in 2017 to RMB109.2 million (US$16.3 million) in 2018, partially offset by the increase in credit assessment expenses from RMB41.7 million in 2017 to RMB105.3 million (US$15.7 million) in 2018.

2017 Compared to 2016. Our origination and servicing expenses increased by 198.9% from RMB168.0 million in 2016 to RMB502.1 million in 2017, primarily due to the increases in expenses associated with collection from RMB44.4 million in 2016 to RMB245.0 million in 2017.

General and administrative expenses

General and administrative expenses consist primarily of salaries, share-based compensation and other benefits granted primarily to our management, research and development personnel and finance and administrative personnel, rental, professional service fees and other expenses.

Three Months Ended March 31, 2019 Compared to Three Months Ended March 31, 2018. Our general and administrative expenses decreased by 5.4% from RMB242.4 million for the three months ended March 31, 2018 to RMB229.4 million (US$34.2 million) for the same period in 2019. The decrease was primarily due to the decrease in share-based compensation from RMB121.6 million for the three months ended March 31, 2018 to RMB33.7 million (US$5.0 million) for the same period in 2019, partially offset by the increase in salary and benefit expenses from RMB67.0 million for the three months ended March 31, 2018 to RMB92.2 million (US$13.7 million) for the same period in 2019, the increase in rental expenses from RMB11.8 million for the three months ended March 31, 2018 to RMB29.3 million (US$4.4 million) for the same period in 2019, as well as the increase in other general and administrative expenses from RMB35.8 million for the three months ended March 31, 2018 to RMB61.2 million (US$9.1 million) for the same period in 2019. The decrease in share-based compensation was primarily due to the decrease in 8,264 options we granted for the three months ended March 31, 2019 as compared to our grants for the same period in 2018, and the increase of other general and administrative expenses was primarily due to the increase of RMB20.0 million impairment loss of loan receivables occured in the three months end March 31, 2019 as compared to that of the same period in 2018.

2018 Compared to 2017. Our general and administrative expenses decreased by 62.4% from RMB3,075.5 million in 2017 to RMB1,157.1 million (US$172.4 million) in 2018, primarily resulting from the decrease in share-based compensation from RMB2,180.5 million in 2017 to RMB508.2 million (US$75.7 million) in 2018. Our share-based compensation decreased from RMB2,180.5 million in 2017 to RMB508.2 million (US$75.7 million) in 2018 primarily due to decrease of 262,896 in options we granted in 2018 as compared to our grants in 2017.

2017 Compared to 2016. Our general and administrative expenses increased by 482.9% from RMB527.6 million in 2016 to RMB3,075.5 million in 2017, primarily resulting from the significant increase in share-based compensation from RMB110.4 million in 2016 to RMB2,180.5 million in 2017. Our share-based compensation increased significantly in 2017 resulting from new grants made in 2017 and modifications of the exercise price for options granted to a senior management member in 2017.

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Our general and administrative expenses as a percentage of our total net revenues increased from 23.4% to 45.7% during the same period.

The following table presents the breakdown of general and administrative expenses, both in absolute amount and as a percentage of total general and administrative expenses, for the periods indicated.

	For the year ended December 31,														For the Three Months Ended March 31,

	2016				2017				2018						2018				2019
	RMB		%		RMB		%		RMB		US$		%		RMB		%		RMB		US$		%
	(in thousands, except for percentages)
Salary and benefit		217,770		41.3		529,138		17.2		347,667		51,804		30.0		67,047		27.7		92,192		13,738		40.2
Rental		37,527		7.1		57,536		1.9		68,753		10,245		6.0		11,820		4.8		29,332		4,371		12.8
Professional service fees		66,549		12.6		100,599		3.3		78,805		11,742		6.8		6,145		2.5		13,023		1,940		5.7
Share-based compensation		110,429		20.9		2,180,505		70.8		508,162		75,719		43.9		121,582		50.2		33,660		5,016		14.7
Others		95,367		18.1		207,678		6.8		153,722		22,905		13.3		35,768		14.8		61,181		9,115		26.6

Total general and administrative expenses		527,642		100.0		3,075,456		100.0		1,157,109		172,415		100.0		242,362		100.0		229,388		34,180		100.0

Interest Income

Interest income represents interest earned on cash deposits in financial institutions, our loan receivables from third-party borrowers, and our investment in wealth management financial products.

Three Months Ended March 31, 2019 Compared to Three Months Ended March 31, 2018. Our interest income increased by 153.5% from RMB29.9 million for the three months ended March 31, 2018 to RMB75.8 million (US$11.3 million) for the same period in 2019. The increase was primarily because we purchased more investment products.

2018 Compared to 2017. Our interest income increased by 183.2% from RMB73.6 million in 2017 to RMB208.4 million (US$31.1 million) in 2018. The increase was primarily attributable to the increase of our loan receivables from RMB126.2 million as of December 31, 2017 to RMB593.9 million (US$88.5 million) as of December 31, 2018.

2017 Compared to 2016. Our interest income increased by 449.3% from RMB13.4 million in 2016 to RMB73.6 million in 2017. The increase was primarily attributable to the increase of our cash and cash equivalents from RMB1,238.5 million in 2016 to RMB3,778.1 million in 2017.

Impairment loss of Investments

We incurred impairment loss of investments of nil, nil and RMB23.1 million (US$3.4 million) in 2016, 2017 and 2018, respectively. We did not incur impairment loss of investments for the three months ended March 31, 2018 and 2019. The impairment loss of investments in 2018 was primary because we fully impaired the investments in Shanghai Wujiu Information Technology Company Limited and Ofo International Limited in 2018 since we determined that they had encountered going concern issues due to their working capital deficiencies and poor operating results.

Net Loss from Disposal of Subsidiary

We did not incur any net loss or gain from disposal of subsidiary for the three months ended March 31, 2018 and 2019.

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2018 Compared to 2017. Our net loss from disposal of subsidiary decreased from RMB8.1 million in 2017 to RMB0.3 million (US$45 thousand) in 2018. The decrease was primarily because we incurred a disposal loss of RMB23.2 million in 2017 with respect to our disposal of Shenzhen Boya Chengxin Financial Service Limited ("Shenzhen Boya"), one of our then subsidiaries, offset by a disposal gain of RMB15.0 million with respect to our disposal of Shenzhen Chaoneng Information Technology Co., Ltd. ("Shenzhen Chaoneng"), one of our then subsidiaries.

2017 Compared to 2016. Our net loss from disposal of subsidiary increased from nil in 2016 to RMB8.1 million in 2017. The increase was primarily because we incurred a disposal loss of RMB23.2 million in 2017 with respect to our disposal of Shenzhen Boya, offset by a disposal gain of RMB15.0 million with respect to our disposal of Shenzhen Chaoneng.

Gain Recognized on Remeasurement of Previously Held Equity Interest in Acquiree

We recorded gain on remeasurement of previously held equity interest in acquiree of RMB16.3 million (US$2.4 million) for the three months ended March 31, 2019 since we acquired control of Beijing Jiufu Weiban Technology Limited and Yoquant Technology (Beijing) Limited during the three months ended March 31, 2019. Our existing equity interests in these entities previously accounted for under equity method were remeasured to a fair value, with the excess over the carrying value recognized as gain.

Non-operating Income (loss), Net

Our non-operating income (loss), net, represents the differences between the income from government subsidies and the donations we made.

Three Months Ended March 31, 2019 Compared to Three Months Ended March 31, 2018. We recorded a non-operating income of RMB6.1 million for the three months ended March 31, 2018, compared to a non-operating loss of RMB358 thousand (US$53 thousand) for the same period in 2019. The change was primarily due to the increase in the donations we made as well as the decrease in the income from government subsidies for the three months ended March 31, 2019 compared to those for the same period in 2018.

2018 Compared to 2017. Our non-operating income, net, increased by 0.8% from RMB25.4 million in 2017 to RMB25.6 million (US$3.8 million) in 2018, primarily due to an increase in our income from government subsidies in 2018.

2017 Compared to 2016. Our non-operating income, net, increased by 229.9% from RMB7.7 million in 2016 to RMB25.4 million in 2017, primarily due to an increase in our income from government subsidies in 2017.

Income Tax Expense

Three Months Ended March 31, 2019 Compared to Three Months Ended March 31, 2018. Our income tax expense was RMB54.0 million (US$8.0 million) for the three months ended March 31, 2019, compared to RMB65.7 for the same period in 2018. The decrease was primarily because more taxable income were generated from our subsidiaries of low tax rates, resulting in a decrease in the effective tax rate applicable to our company as a whole.

2018 Compared to 2017. We had an income tax expense of RMB402.4 million (US$60.0 million) in 2018, compared to an income tax expense of RMB352.4 million in 2017. The increase in our income tax expense was primarily due to an increase in the taxable income of certain of our subsidiaries, resulting in an increase in the effective tax rate applicable to our company as a whole.

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2017 Compared to 2016. We had an income tax expense of RMB352.4 million in 2017, compared to an income tax expense of RMB271.1 million in 2016. The increase in our income tax expense was primarily due to the improved profitability in 2017.

Share of Profit (loss) in Equity Method Investments

Our share of profit (loss) in equity method investments in 2016 and 2017 mainly represented our share of profit from WeCash Holding Ltd. ("WeCash"), one of our investees under equity method of accounting. In 2018, we stopped applying equity method of accounting for our interest in WeCash upon the cessation of our significant influence on WeCash in February 2018.

Three Months Ended March 31, 2019 Compared to Three Months Ended March 31, 2018. We recorded a share of loss in equity method investment of RMB8.4 million for the three months ended March 31, 2018, compared to a share of profit in equity method investment of RMB1.4 million (US$0.2 million) for same period in 2019. The change was primarily because we recorded a share of loss of RMB5.2 million in Shenzhen Boya for the three months ended March 31, 2018 and recorded a share of profit of RMB4.2 million (US$0.6 million) in Shenzhen Boya for the same period in 2019.

2018 Compared to 2017. Our share of profit in equity method investments decreased by 163.5% from a share of profit in equity method investments of RMB64.7 million in 2017 to a share of loss in equity method investments of RMB41.1 million (US$6.1 million) in 2018. The decrease was primarily because we stopped adopting equity method of accounting for our interest in WeCash upon the cessation of our significant influence on WeCash in February 2018.

2017 Compared to 2016. Our share of profit in equity method investments increased by 331.3% from RMB15.0 million in 2016 to RMB64.7 million in 2017. The increase was primarily because the increase in our share of profit from WeCash from RMB15.3 million in 2016 to RMB80.2 million in 2017.

Net Income

As a result of the foregoing, our net income increased from RMB290.7 million for the three months ended March 31, 2018 to RMB527.4 million (US$78.6 million) for the same period in 2019. Excluding the effect of share-based compensation expenses, our adjusted net income increased from RMB412.3 million for the three months ended March 31, 2018 to RMB561.0 million (US$83.6 million) for the same period in 2019. See "Selected Consolidated Financial Data—Non-GAAP Financial Measures" for a reconciliation of net income to adjusted net income. Our net income increased from RMB161.6 million in 2016 to RMB723.8 million in 2017, and further increased to RMB1,975.2 million (US$294.3 million) in 2018. Excluding the effect of share-based compensation expenses, our adjusted net income increased from RMB272.1 million in 2016 to RMB2,904.3 million in 2017, and decreased to RMB2,483.3 million (US$370.0 million) in 2018. See "Selected Consolidated Financial Data—Non-GAAP Financial Measures" for a reconciliation of net income to adjusted net income.

Selected Quarterly Results of Operations

The following table sets forth our historical unaudited condensed consolidated selected quarterly results of operations for the periods indicated. We have prepared this unaudited condensed

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consolidated selected quarterly financial data on the same basis as we have prepared our audited consolidated financial statements.

	For the Three Months Ended

	March 31,			June 30,			September 30,			December 31,			March 31,
	2018												2019
	RMB in thousands
Net revenues:
Loan facilitation services		931,727			2,285,581			818,006			925,357			1,042,820
Post-origination services		93,385			99,467			99,099			75,488			81,252
Others		67,320			106,274			27,861			26,917			79,932

Total net revenues		1,092,432			2,491,322			944,966			1,027,762			1,204,004
Operating costs and expenses:
Cost of products		—			—			—			—			(39,808	)
Sales and marketing		(403,627	)		(669,714	)		(342,035	)		(330,999	)		(348,826	)
Origination and servicing		(117,582	)		(123,339	)		(97,178	)		(106,731	)		(97,727	)
General and administrative		(242,362	)		(246,229	)		(256,372	)		(412,146	)		(229,388	)

Total operating costs and expenses		(763,571	)		(1,039,282	)		(695,585	)		(849,876	)		(715,749	)
Interest income		29,947			42,339			72,147			63,917			75,782
Impairment loss of investments		—			—			(23,094	)		(46	)		—
Net loss from disposal of subsidiaries		—			—			(257	)		—			—
Gain recognized on remeasurement of previously held equity interest in acquiree		—			—			—			—			16,272
Non-operating income (loss), net		6,066			10,206			(412	)		9,748			(358	)

Income before income tax expense and share of profit in equity method investments		364,874			1,504,585			297,765			251,505			579,951
Income tax expense		(65,711	)		(221,618	)		(66,929	)		(48,145	)		(54,004	)
Share of profit (loss) in equity method investments		(8,427	)		5,582			(2,100	)		(36,198	)		1,435

Net income		290,736			1,288,549			228,736			167,162			527,382

Our business operations in the second half of 2018 and for the first three months of 2019 were negatively impacted by the challenging regulatory environment. Our net revenues decreased from RMB2.5 billion for the three months ended June 30, 2018 to RMB0.9 billion, RMB1.0 billion and RMB1.2 billion for the three months ended September 30, 2018, December 31, 2018 and March 31, 2019, respectively, as we started to control our business growth since the second half of 2018. Starting from the second half of 2018, the relevant governmental authorities requested online lending information intermediaries to reduce their business scale, with the official regulations on this promulgated by such authorities on December 19, 2018 and January 24, 2019, respectively. See "Regulations—Regulations Related to Our Business Operation in China—Regulations Related to Online Lending Information Intermediary Services—Regulations related to filings for online lending information intermediaries." We have been developing our direct lending program rapidly since 2018 and intend to cooperate with more institutional funding partners to further diversify our funding sources, which may ease the pressure brought about by the continuing challenging regulatory environment that negatively affect the growth of our business.

Non-GAAP Financial Measure

In evaluating our business, we consider and use adjusted net income, a non-GAAP measure, as a supplemental measure to review and assess our operating performance. The presentation of the

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non-GAAP financial measure is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with U.S. GAAP. We define adjusted net income as net income excluding share-based compensation expenses.

The following table reconciles our adjusted net income in 2016, 2017 and 2018 to the most directly comparable financial measure calculated and presented in accordance with U.S. GAAP, which is net income:

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

	2016		2017		2018				2018		2019
	RMB		RMB		RMB		US$		RMB		RMB		US$
	(in thousands)
Reconciliation of Net Income to Adjusted Net Income :
Net income		161,626		723,753		1,975,183		294,311		290,736		527,382		78,582
Add:
Share-based compensation expenses		110,429		2,180,505		508,162		75,719		121,582		33,660		5,016
Less:
Tax effects of adjustments ⁽¹⁾		—		—		—		—		—		—		—

Adjusted net income		272,055		2,904,258		2,483,345		370,030		412,318		561,042		83,598

(1): The Company was incorporated in the Cayman Islands. Under the current laws of the Cayman Islands, it is not subject to tax on either income or capital gain. As shared based compensation is issued by the Company and recorded as shared-based compensation expense at the Company's financial statements, the tax impact of the adjustment relating to shared-based compensation is nil in the consolidated financial statements.

Taxation

Cayman Islands

The Cayman Islands currently levy 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. There are no other taxes likely to be material to our company levied by the government of the Cayman

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Islands save certain stamp duties which may be applicable, from time to time, on certain instruments executed in or brought within the jurisdiction of the Cayman Islands. The Cayman Islands are not party to any double tax treaties that are applicable to any payments made by or to our company.

Hong Kong

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

China

Generally, our PRC subsidiaries, variable interest entities and their respective subsidiaries, which are considered PRC resident enterprises under PRC tax law, are subject to enterprise income tax on their worldwide taxable income as determined under PRC tax laws and accounting standards at a rate of 25%. A "high and new technology enterprise" is entitled to a favorable income tax rate of 15% and such qualification is reassessed by relevant governmental authorities every three years. For details of our subsidiaries, variable interest entities and their respective subsidiaries qualified as "high and new technology enterprises," please refer to Note 13 to our consolidated financial statements included elsewhere in this prospectus. In addition, enterprises of encouraged industries are subject to preferential tax treatment or tax exemption for certain period in certain areas of China. For details of our subsidiaries, variable interest entities and their respective subsidiaries that are subject to such preferential tax treatment or exemptions , please refer to Note 13 to our consolidated financial statements included elsewhere in this prospectus. Furthermore, Liangzi (Tianjin) Finance Lease Limited, a subsidiary of our variable interest entity, was qualified as a "small enterprise with low profits" and thus enjoyed a preferential income tax rate of 20% for 2016, 2017 and 2018.

We are subject to value added tax, or VAT, at a rate of 17% prior to May 1, 2018, 16% from May 1, 2018 to March 31, 2019 and 13% since April 1, 2019 on the sales of products, at a rate of 6% on the services we provide to borrowers and investors, in each case less any deductible VAT we have already paid or borne, except that our entities that are small-scale taxpayers are subject to VAT at a rate of 3% without any deduction. We are also subject to surcharges on VAT payments in accordance with PRC law. VAT has been phased in since May 2012 to replace the business tax that was previously applicable to the services we provide. During the periods presented, we were not subject to business tax on the services we provide.

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

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 PRC Enterprise Income Tax Law, it would be subject to enterprise income tax on its worldwide income at a rate of 25%. See "Risk Factors—Risks Related to Doing Business in China and Hong Kong—If we are classified as a PRC resident enterprise for PRC income tax purposes, such classification could result in unfavorable tax consequences to us and our non-PRC shareholders or ADS holders."

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Discussion of Certain Balance Sheet Items

The following table sets forth selected information from our consolidated balance sheets as of the dates indicated. This information should be read together with our consolidated financial statements and related notes included elsewhere in this prospectus.

	As of December 31,								As of March 31,

	2016		2017		2018				2019
	RMB		RMB		RMB		US$		RMB		US$
	(in thousands)
Assets
Cash and cash equivalents		1,238,490		3,778,115		5,469,077		814,918		6,452,209		961,409
Restricted cash		146,129		671		—		—		—		—
Term deposits		—		700,000		833,478		124,192		276,768		41,240
Accounts receivable, net of allowance for doubtful accounts of RMB27,730, RMB29,611, RMB1,053 and RMB919 (US$137) as of December 31, 2016, 2017, 2018, and March 31, 2019, respectively		81,048		300,058		180,141		26,842		246,818		36,777
Other receivables, net of allowance for doubtful accounts of RMB5,010, RMB5,010, RMB5,010 and RMB5,010 (US$747) as of December 31, 2016, 2017, 2018, and March 31, 2019, respectively		184,029		91,428		146,438		21,820		141,790		21,127
Loan receivables, net of allowance for doubtful accounts of nil, nil, nil and RMB20,036 (US$2,985) as of December 2016, 2017, 2018 and March 31, 2019, respectively		84,770		126,200		593,943		88,500		551,976		82,247
Prepaid experses and other assets		139,518		524,321		543,088		80,923		502,994		74,948
Long-term investments		152,028		509,736		954,158		142,174		936,861		139,597
Total Assets		2,153,661		6,275,783		9,107,961		1,357,129		9,786,747		1,458,271
Liabilities
Deferred revenue		94,176		384,070		346,847		51,682		341,449		50,877
Income tax payable		301,219		463,977		315,868		47,067		318,828		47,507
Accrued expenses and other liabilities		500,600		795,447		745,307		111,054		738,066		109,976
Total Liabilities		939,709		1,750,732		1,470,621		219,130		1,604,187		239,031
Mezzanine equity:
Series A convertible redeemable preferred shares (US$0.0001 par value; 119,506 shares authorized, issued and outstanding as of December 31, 2016, 2017 and 2018 and March 31, 2019, respectively; liquidation value of RMB296,032)		215,317		263,076		280,301		41,766		284,549		42,399
Series B convertible redeemable preferred shares (US$0.0001 par value; nil, 28,303, 28,303 and 28,303 shares authorized, issued and outstanding as of December 31, 2016, 2017 and 2018 and March 31, 2019, respectively; liquidation value of nil, 224,467, 224,467 and RMB224,467 as of December 31, 2016, 2017 and 2018 and March 31, 2019, respectively)		—		202,086		202,086		30,112		202,086		30,112
Series C convertible redeemable preferred shares (US$0.0001 par value; nil, 50,518, 50,518 and 50,518 shares authorized, issued and outstanding as of December 31, 2016, 2017 and 2018 and March 31, 2019, respectively; liquidation value of nil, 400,652, 400,652 and RMB400,652 as of December 31, 2016, 2017 and 2018 and March 31, 2019, respectively)		—		355,248		355,248		52,934		355,248		52,934
Series D convertible redeemable preferred shares (US$0.0001 par value; nil, nil, 35,180 and 35,180 shares authorized, issued and outstanding as of December 31, 2016, 2017 and 2018 and March 31, 2019, respectively; liquidation value of nil, nil, RMB469,654 and RMB469,654 as of December 31, 2016, 2017 and 2018 and March 31, 2019, respectively)		—		—		408,358		60,847		408,358		60,847
Series E convertible redeemable preferred shares (US$0.0001 par value; nil, nil, 10,825 and 10,825 shares authorized, issued and outstanding as of December 31, 2016, 2017 and 2018 and March 31, 2019, respectively; liquidation value of nil, nil, RMB157,447 and RMB157,447 as of December 31, 2016, 2017 and 2018 and March 31, 2019, respectively)		—		—		136,427		20,328		136,427		20,328
Total Shareholders' Equity		998,635		3,704,641		6,254,920		932,012		6,795,892		1,012,620

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Cash and Cash Equivalents

Cash and cash equivalents represent cash on hand, demand deposits and highly liquid investments placed with banks or other financial institutions, which have original maturities less than three months. We consider all highly liquid investments with stated maturity dates of three months or less from the date of purchase to be cash equivalents.

Our cash and cash equivalents increased by 205.1% from RMB1,238.5 million as of December 31, 2016 to RMB3,778.1 million as of December 31, 2017 primarily due to a significant increase in operating cash flows resulting from our improved profitability in 2017.

Our cash and cash equivalents increased by 44.8% from RMB3,778.1 million as of December 31, 2017 to RMB5,469.1 million (US$814.9 million) as of December 31, 2018 primarily because we had RMB2,345.9 million (US$349.6 million) of net cash provided by operating activities in 2018.

Our cash and cash equivalents increased by 18.0% from RMB5,469.1 million (US$814.9 million) as of December 31, 2018 to RMB6,452.2 million (US$961.4 million) as of March 31, 2019 primarily because we had RMB491.4 million (US$73.2 million) of net cash provided by operating activities and redeemed term deposits in the amount of RMB542.7 million (US$80.9 million) for the three months ended March 31, 2019.

Restricted Cash

Restricted cash mainly represents cash deposited in a custodian bank account under the former quality assurance model operated by us. In August 2016, we entered into an agreement to transfer the entire balance of the quality assurance fund to Nanfeng Guarantee. The transfer was completed in early 2018.

Our restricted cash decreased by 99.5% from RMB146.1 million as of December 31, 2016 to RMB0.7 million as of December 31, 2017, primarily due to our continuous transfer of money from our special account to the third-party depository account under the investor protection plan. We had nil restricted cash as of December 31, 2018 and March 31, 2019, respectively, as the transfer was completed in early 2018.

Term Deposits

Our term deposits consist of deposits placed with financial institutions with an original maturity of greater than three months and less than one year.

Our term deposits increased from nil as of December 31, 2016 to RMB700.0 million as of December 31, 2017, which was primarily attributable to our purchase of term deposits of RMB1,300 million, offset by our redemption of term deposits of RMB600.0 million in 2017.

Our term deposit increased by 19.1% from RMB700.0 million as of December 31, 2017 to RMB833.5 million (US$124.2 million) as of December 31, 2018, which was primarily attributable by our purchase of term deposits of RMB1,651.0 million (US$246.0 million) in 2018, offset by our redemption of term deposit of RMB1,549.6 million (US$230.9 million) in 2018.

Our term deposit decreased by 66.8% from RMB833.5 million (US$124.2 million) as of December 31, 2018 to RMB276.8 million (US$41.2 million) as of March 31, 2019 primarily due to our redemption of term deposit of RMB542.7 million (US$80.9 million) in the three months ended March 31, 2019.

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Accounts Receivable

Our accounts receivable, net of allowance for doubtful accounts of RMB27.7 million, RMB29.6 million, RMB1.1 million (US$0.2 million) and RMB0.9 million (US$0.1 million) as of December 31, 2016, 2017, 2018 and March 31, 2019, respectively, primarily includes the service fees receivable from investors and accounts receivable from customers in connection of our business of online direct sales of upscale products.

Our accounts receivable increased by 270.5% from RMB81.0 million as of December 31, 2016 to RMB300.1 million as of December 31, 2017, primarily due to the significant increase in the service fees charged to investors from RMB86.2 million in the last six months of 2016 to RMB288.8 million for the same period of 2017. The investment commitment period of our fixed income products for 2016 and 2017 were respectively six months in general.

Our accounts receivable decreased by 40.0% from RMB300.1 million as of December 31, 2017 to RMB180.1 million (US$26.8 million) as of December 31, 2018 primarily due to the change of products mix as we offered more fixed income products with the service fees charged to investors at the inception of the investment commitment period in 2018.

Our accounts receivable increased by 37.0% from RMB180.1 million (US$26.8 million) as of December 31, 2018 to RMB246.8 million (US$36.8 million) as of March 31, 2019, primarily because we had RMB46.0 million (US$6.9 million) in the accounts receivable from our business of online direct sales of upscale products and RMB47.0 million (US$7.0 million) in accounts receivable from our direct lending program, each as of March 31, 2019.

Other Receivables

Our other receivable, primarily includes the funds receivable from external payment network providers and accrued interest receivable. Our other receivables, net of allowance for doubtful accounts of RMB5.0 million, RMB5.0 million, RMB5.0 million (US$0.7 million) and RMB5.0 million, (US$0.7 million) as of December 31, 2016, 2017, 2018 and March 31, 2019, respectively, decreased by 50.3% from RMB184.0 million as of December 31, 2016 to RMB91.4 million as of December 31, 2017, and increased by 60.2% from RMB91.4 million as of December 31, 2017 to RMB146.4 million (US$21.8 million) as of December 31, 2018, and decreased by 3.1% from RMB146.4 million (US$21.8 million) as of December 31, 2018 to RMB141.8 million (US$21.1 million) as of March 31, 2019.

Loan Receivables

Our loan receivables mainly represent loans to third-party borrowers. Our loan receivables increased by 48.8% from RMB84.8 million as of December 31, 2016 to RMB126.2 million as of December 31, 2017. Our loan receivables increased significantly from RMB126.2 million as of December 31, 2017 to RMB593.9 million (US$88.5 million) as of December 31, 2018 primarily because we provided loans in the amount of RMB1,431.8 million (US$213.3 million) to a third party borrower in 2018, and RMB860.0 million (US$128.1 million) had been repaid to us in 2018. Our loan receivables decreased by 7.1% from RMB593.9 million (US$88.5 million) as of December 31, 2018 to RMB552.0 million (US$82.2 million) net of allowance for doubtful accounts of 20.0 million (US$3.0 million) as of March 31, 2019, primarily because loans in the amount of RMB30.0 million (US$4.5 million) had been repaid to us in the three months ended March 31, 2019.

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Prepaid Expenses and Other Assets

Our prepaid expenses and other assets include deposits, advance to suppliers, segregated bank balances held on behalf of customers for our stock investment business in Hong Kong, prepaid taxes, prepaid service fee and others.

Our prepaid expenses and other assets increased by 275.8% from RMB139.5 million as of December 31, 2016 to RMB524.3 million as of December 31, 2017, primarily due to an increase in advance to suppliers from RMB2.7 million as of December 31, 2016 to RMB276.2 million as of December 31, 2017 and an increase in prepaid taxes from RMB0.8 million as of December 31, 2016 to RMB78.3 million as of December 31, 2017.

Our prepaid expenses and other assets increased by 3.6% from RMB524.3 million as of December 31, 2017 to RMB543.1 million (US$80.9 million) as of December 31, 2018, primarily due to the increase in segregated bank balance held on behalf of customers for our stock investment business in Hong Kong from RMB20.0 million as of December 31, 2017 to RMB47.5 million (US$7.1 million) as of December 31, 2018 and the increase in advances to suppliers from RMB276.2 million as of December 31, 2017 to RMB289.7 million (US$43.2 million) as of December 31, 2018, partially offset by the decrease of prepaid service fee from RMB37.4 million as of December 31, 2017 to RMB8.9 million (US$1.3 million) as of December 31, 2018.

Our prepaid expenses and other assets decreased by 7.4% from RMB543.1 million (US$80.9 million) as of December 31, 2018 to RMB503.0 million (US$74.9 million) as of March 31, 2019, primarily due to the decrease in deposits from RMB102.2 million (US$15.2 million) as of December 31, 2018 to RMB99.6 million (US$14.8 million) as of March 31, 2019, the decrease in advance to suppliers from RMB289.7 million (US$43.2 million) as of December 31, 2018 to RMB243.1 million (US$36.2 million) as of March 31, 2019, the decrease in prepaid tax from RMB85.5 million (US$12.7 million) as of December 31, 2018 to RMB79.7 million (US$11.9 million) as of March 31, 2019, which were offset by the increase in other prepaid expenses and other assets from RMB9.4 million (US$1.4 million) as of December 31, 2018 to RMB19.4 million (US$2.9 million) as of March 31, 2019 and the increase in the prepaid service fee from RMB8.9 million (US$1.3 million) as of December 31, 2018 to RMB13.7 million (US$2.0 million) as of March 31, 2019.

Long-term Investments

Our long-term investments consist of investments carried at cost, equity method investments and available-for-sale investment.

Our long-term investments increased by 235.3% from RMB152.0 million as of December 31, 2016 to RMB509.7 million as of December 31, 2017, primarily because we deconsolidated Shenzhen Boya in 2017 and have since then accounted for our investment in Shenzhen Boya as an equity method investment.

Our long-term investments increased by 87.2% from RMB509.7 million as of December 31, 2017 to RMB954.2 million (US$142.2 million) as of December 31, 2018 primarily due to the increase in our investments carried at cost, in particular due to the increase in our cost method investment in Nanjing Banghang Investment Management Limited from RMB31.2 million as of December 31, 2017 to RMB281.2 million (US$41.9 million) as of December 31, 2018.

Our long-term investments decreased by 1.8% from RMB954.2 million (US$142.2 million) as of December 31, 2018 to RMB936.9 million (US$139.6 million) as of March 31, 2019, primarily because we acquired the control of Beijing Jiufu Weiban Technology Limited and Yoquant Technology (Beijing) Limited during the three months ended March 31, 2019, and no longer record our investments in such companies as long-term investments.

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Deferred Revenue

Our deferred revenue increased by 307.7% from RMB94.2 million as of December 31, 2016 to RMB384.1 million as of December 31, 2017, primarily because the service fees charged to borrowers, investors and financial institution partners that were allocated to post-origination service revenues increased from RMB106.9 million in 2016 to RMB578.6 million in 2017.

Our deferred revenue decreased by 9.7% from RMB384.1 million as of December 31, 2017 to RMB346.8 million (US$51.7 million) as of December 31, 2018 primarily because the service fees charged to borrowers, investors and financial institution partners that were allocated to post-origination service revenues decreased from RMB578.6 million in 2017 to RMB366.8 million (US$54.7 million) in 2018. To a lesser extent, the decrease of deferred revenue was caused by the increases in the post-origination services revenues from RMB256.9 million in 2017 to RMB367.4 million (US$54.7 million) in 2018.

Our deferred revenue decreased by 1.6% from RMB346.8 million (US$51.7 million) as of December 31, 2018 to RMB341.4 million (US$50.9 million) as of March 31, 2019, primarily because the service fees charged to borrowers, investors and financial institution partners that were allocated to post-origination service revenues were 79.6 million (US$11.9 million) for the three months ended March 31, 2019, whereas the post-origination services revenues recognized in the same period were 81.3 million (US$12.1 million) and we have been recognizing post-origination service revenue from loans we have facilitated in historical period during the three months ended March 31, 2019.

Income Tax Payable

Our income tax payable increased by 54.1% from RMB301.2 million as of December 31, 2016 to RMB464.0 million as of December 31, 2017, primarily because our net income increased from RMB161.6 million in 2016 to RMB723.8 million in 2017. Our income tax payable decreased by 31.9% from RMB464.0 million as of December 31, 2017 to RMB315.9 million (US$47.1 million) as of December 31, 2018 primarily due to the increase of our payment of income tax. Our income tax payable slightly increased by 0.9% from RMB315.9 million (US$47.1 million) as of December 31, 2018 to RMB318.8 million (US$47.5 million) as of March 31, 2019.

Accrued Expenses and Other Liabilities

Our accrued expenses and other liabilities increased by 58.9% from RMB500.6 million as of December 31, 2016 to RMB795.4 million as of December 31, 2017, primarily due to the increase in accrued advertising and marketing fee from RMB148.1 million as of December 31, 2016 to RMB527.3 million as of December 31, 2017, which was partially offset by the decrease in payable to guarantee company from RMB145.9 million as of December 31, 2016 to RMB0.7 million as of December 31, 2017. Our accrued expenses and other liabilities decreased by 6.3% from RMB795.4 million as of December 31, 2017 to RMB745.3 million (US$111.1 million) as of December 31, 2018, primarily due to the decrease of accrued advertising and marketing fee from RMB527.3 million in 2017 to RMB435.5 million (US$64.9 million) in 2018, which was partially offset by the increase in amounts due to customers for segregated bank balance held on their behalf for our stock investment business in Hong Kong from RMB20.0 million as of December 31, 2017 to RMB47.5 million (US$7.1 million) as of December 31, 2018. Our accrued expenses and other liabilities decreased by 1.0% from RMB745.3 million (US$111.1 million) as of December 31, 2018 to RMB738.1 million (US$110.0 million) as of March 31, 2019, primarily due to the decrease in payable

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related to services fee and others from RMB155.6 million as of December 31, 2018 to RMB122.9 million (US$18.3 million) as of March 31, 2019, partially offset by the increase in the accrued advertising and marketing fee from RMB435.5 million as of December 31, 2018 to RMB459.1 million (US$68.4 million) as of March 31, 2019.

Liquidity and Capital Resources

Cash Flows and Working Capital

To date, we have financed our operations primarily through cash generated by operating activities and the issuance of preferred shares in private placements. As of December 31, 2016, 2017 and 2018 and March 31, 2019, we had RMB1,238.5 million, RMB3,778.1 million, RMB5,469.1 million (US$814.9 million) and RMB6,452.2 million (US$961.4 million), respectively, in cash and cash equivalents. Our cash and cash equivalents represent cash on hand, demand deposits and highly liquid investments placed with banks or other financial institutions, which have original maturities less than three months. We consider all highly liquid investments with stated maturity dates of three months or less from the date of purchase to be cash equivalents. We believe that our current cash and cash equivalents and our anticipated cash flows from operations will be sufficient to meet our anticipated working capital requirements and capital expenditures for the 12 months following this offering. We may, however, need additional capital in the future to fund our continued operations. If we determine that our cash requirements exceed the amount of cash and cash equivalents we have on hand at the time, we may seek to issue equity or debt securities or obtain credit facilities. The issuance and sale of additional equity would result in further dilution to our shareholders. The incurrence of indebtedness would result in increased fixed obligations and could result in operating covenants that would restrict our operations. We cannot assure you that financing will be available in amounts or on terms acceptable to us, if at all.

We have maintained cash management policies where we make investment in wealth management financial products based on the core principles of prudence, efficiency and liquidity. Cash in excess of working capital requirements may be used to invest in wealth management financial products, the significant majority of which featured with principal-protection and fixed interest payments.

All investments in wealth management financial products must first be subject to internal approvals. We conduct regular capital inspection and management of all subsidiaries' cash balance, settlement, and account verification with direct reports to our financial controller and chief executive officer. We will continue to implement the cash management policies in the future.

Although we consolidate the results of our consolidated variable interest entity and its subsidiaries, we only have access to the assets or earnings of our consolidated variable interest entity and its subsidiaries through our contractual arrangements with our consolidated variable interest entity and its shareholders. See "Corporate History and Structure." For restrictions and limitations on liquidity and capital resources as a result of our corporate structure, see "—Holding Company Structure."

Substantially all of our future revenues are likely to continue to be in the form of RMB. Under existing PRC foreign exchange regulations, payments of current account items, including profit distributions, interest payments and trade and service-related foreign exchange transactions, can be made in foreign currencies without prior SAFE approval as long as certain routine procedural requirements are fulfilled. Therefore, our PRC subsidiary is allowed to pay dividends in foreign currencies to us without prior SAFE approval by following certain routine procedural requirements. However, current PRC regulations permit our PRC subsidiary to pay dividends to us only out of its accumulated profits, if any, determined in accordance with Chinese accounting standards and regulations. Our PRC subsidiary is required to set aside at least 10% of its after-tax profits after making up previous years' accumulated losses each year, if any, to fund certain reserve funds until the total amount set aside reaches 50% of its registered capital. These reserves are not distributable as cash

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dividends. Furthermore, capital account transactions, which include foreign direct investment and loans, must be approved by and/or registered with SAFE and its local branches. See "Risk Factors—Risks Related to Doing Business in China and Hong Kong—Governmental control of currency conversion may limit our ability to utilize our net revenues effectively and affect the value of your investment."

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

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

	2016			2017			2018						2018			2019
	RMB			RMB			RMB			US$			RMB			RMB		US$
	(in thousands)
Summary Consolidated Cash Flow Data:
Net cash provided by operating activities		413,972			2,865,590			2,345,892			349,549			437,325			491,352		73,210
Net cash (used in)/provided by investing activities		(222,910	)		(1,011,683	)		(1,236,820	)		(184,294	)		(577,729	)		496,864		74,035
Net cash provided by financing activities		701			563,360			545,886			81,339			408,358			1,532		228
Net increase in cash, cash equivalents and restricted cash		204,499			2,394,167			1,690,291			251,861			243,831			983,132		146,491
Cash, cash equivalents and restricted cash at beginning of the period		1,180,120			1,384,619			3,778,786			563,067			3,778,786			5,469,077		814,918
Cash, cash equivalents and restricted cash at end of the period		1,384,619			3,778,786			5,469,077			814,918			4,022,617			6,452,209		961,409

Operating Activities

Our net cash provided by operating activities was RMB491.4 million (US$73.2 million) for the three months ended March 31, 2019. For the three months ended March 31, 2019, the principal items accounting for the difference between our net cash provided by operating activities and our net income of RMB527.4 million (US$78.6 million) primarily resulted from gain recognized on remeasurement of previously held equity interest in acquiree of RMB16.3 million (US$2.4 million), the increase in accounts receivable of RMB58.2 million (US$8.7 million), the decrease in accrued expenses and other liabilities of RMB17.2 million (US$2.6 million) and the decrease in payroll and welfare payable of RMB33.0 million (US$4.9 million), partially offset by the share-based compensation of RMB33.7 million (US$5.0 million) and the decrease in prepaid expenses and other assets of RMB54.0 million (US$8.1 million).

Our net cash provided by operating activities was RMB2,345.9 million (US$349.6 million) in 2018. In 2018, the principal items accounting for the difference between our net cash provided by operating activities and our net income of RMB1,975.2 million (US$294.3 million) primarily resulted from the share-based compensation of RMB508.2 million (US$75.7 million), partially offset by a decrease in taxes payable of RMB148.1 million (US$22.1 million). The share-based compensation was primarily due to our recognition of the compensation costs of the share options granted. The decrease in the tax payable was due to the increase of our payment of income tax.

Our net cash provided by operating activities was RMB2,865.6 million in 2017. In 2017, the principal items accounting for the difference between our net cash provided by operating activities and our net income of RMB723.8 million primarily resulted from the share based compensation of RMB2,180.5 million and the increase in our accrued expenses and other liabilities of RMB325.6 million, partially offset by an increase in prepaid expenses and other assets of RMB385.4 million and an increase in amount due to related parties of RMB229.9 million. The share based compensation was primarily due to our recognition of the compensation costs of the share options and shares granted. The increase in accrued expenses and other liabilities was primarily due to the increase in accrued advertising and marketing fee. The increase in prepaid expenses and other assets was primarily due to the increase in advances made to our suppliers and an increase in prepaid taxes. The increase in amount due to related parties was primarily due to our disposal and

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deconsolidation of Shenzhen Boya in 2017 which made Kashi Boya, a subsidiary of Shenzhen Boya one of our related parties in 2017 and the fees to be paid by us to Kashi Boya after the deconsolidation account for the increase in amount due to related parties.

Our net cash provided by operating activities was RMB414.0 million in 2016. In 2016, the principal items accounting for the difference between our net cash provided by operating activities and our net income of RMB161.6 million were primarily resulted from an increase in income tax payable of RMB262.6 million, an increase in accrued expenses and other liabilities of RMB195.3 million, and the share-based compensation of RMB110.4 million, partially offset by an decrease in quality assurance fund payable of RMB258.5 million. The increase in income tax payable was primarily due to the increase in our net income in 2016. The increase in accrued expenses and other liabilities was due to an increase in payable to a guarantee company reflecting the balance of the quality assurance fund that has not been transferred to the depository account.

Investing Activities

Net cash provided by investing activities was RMB496.9 million (US$74.0 million) for the three months ended March 31, 2019, which was primarily attributable to the redemption of term deposits of RMB542.7 million (US$80.9 million) and proceeds from collection of loan receivables of RMB30.0 million (US$4.5 million), partially offset by acquisitions of subsidiaries, net of cash acquired of RMB49.4 million (US$7.4 million).

Net cash used in investing activities was RMB1,236.8 million (US$184.3 million) in 2018, which was primarily attributable to the payment for the origination of loan receivables of RMB1,712.0 million (US$255.1 million) and purchase of term deposits of RMB1,651.0 million (US$246.0 million), partially offset by redemption of term deposits of RMB1,549.6 million (US$230.9 million).

Net cash used in investing activities was RMB1,011.7 million in 2017, which was primarily attributable to our purchase of term deposits of RMB1,300.0 million and our purchases of long-term investment of RMB184.2 million, and our payment for the origination of loan receivables of RMB96.2 million and our purchase of property, equipment and software of RMB47.7 million, partially offset by our redemption of term deposits of RMB600.0 million.

Net cash used in investing activities was RMB222.9 million in 2016, which was primarily attributable to our payment for the origination of loan receivables of RMB84.8 million, our purchase of long-term investment of RMB51.3 million, our purchase of available for sale investment of RMB33.2 million, and our acquisitions of subsidiaries, net of cash acquired of RMB20.8 million.

Financing Activities

Net cash provided by financing activities was RMB1.5 million (US$0.2 million) for the three months ended March 31, 2019, which was attributable to capital contribution by non-controlling shareholders of RMB1.5 million (US$228 thousand).

Net cash provided by financing activities was RMB545.9 million (US$81.3 million) in 2018, which was primarily attributable to our preferred share issuance in 2018, net of issuance cost of RMB0.5 million (US$74.5 thousand).

Net cash provided by financing activities was RMB563.4 million in 2017, which was primarily attributable to proceeds of RMB557.3 million from our preferred share issuance in 2017, net of issuance cost of RMB0.6 million.

Net cash provided by financing activities was RMB0.7 million in 2016, which was attributable to capital contribution by non-controlling shareholders in 2016.

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Capital Expenditures

We had capital expenditures of RMB20.1 million, RMB47.7 million, RMB48.6 million (US$7.2 million) and RMB9.4 million (US$1.4 million) in 2016, 2017, 2018 and March 31, 2019, respectively. In these periods, our capital expenditures were mainly used for leasehold improvements and purchases of property, equipment and software. Our capital expenditures for 2019 are expected to be approximately RMB6.7 million (US$1.0 million), consisting primarily of expenditures related to the enhancement of our IT infrastructure. We will continue to make capital expenditures to meet the expected growth of our business.

Contractual Obligations

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

	Total

	(in RMB thousands)
Operating Lease Obligations		226,101	106,357	113,782	5,962	—

Our operating lease obligations relate to our leases of office premises and cloud infrastructure to support our core business system. We lease certain office premises and such cloud infrastructure under non-cancelable operating lease arrangements.

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

Off-Balance Sheet Arrangements

We have not entered into any material financial guarantees or other commitments to guarantee the payment obligations of any third parties and do not assume credit risk in loans facilitated through our platform. We have not entered into any derivative contracts that are indexed to our shares and classified as shareholder's equity or that are not reflected in our consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or product development services with us.

Holding Company Structure

9F Inc. is a holding company with no material operations of its own. We conduct our operations primarily through our subsidiary, our consolidated variable interest entity and its subsidiaries in China. As a result, 9F Inc.'s ability to pay dividends depends upon dividends paid by our PRC subsidiary. If our existing PRC subsidiary or any newly formed ones incur debt on their own behalf in the future, the instruments governing their debt may restrict their ability to pay dividends to us. In addition, our wholly foreign-owned subsidiary in China is permitted to pay dividends to us only out of its retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. Under PRC law, each of our subsidiaries and our consolidated variable interest entities in China is required to set aside at least 10% of its after-tax profits each year, if any, to fund certain statutory reserve funds until such reserve funds reach 50% of its registered capital. In addition, our wholly foreign-owned subsidiary in China may allocate a portion of its after-tax profits based on PRC accounting standards to enterprise expansion funds and staff bonus and welfare funds at its discretion, and our consolidated variable interest entities may allocate a portion of its after-tax profits based on PRC accounting standards to a discretionary surplus fund at its discretion. The statutory reserve funds and the discretionary funds are not distributable as cash dividends. Remittance of dividends by a wholly foreign-

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owned company out of China is subject to examination by the banks designated by SAFE. Our PRC subsidiaries have not paid dividends and will not be able to pay dividends until they generate accumulated profits and meet the requirements for statutory reserve funds.

Inflation

Since our 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, 2017 and 2018 were increases of 2.1%, 1.8% and 1.9%, respectively. Although we have not been materially affected by inflation in the past, we may be affected if China experiences higher rates of inflation in the future.

Quantitative and Qualitative Disclosures about Market Risk

Foreign Exchange Risk

Substantially all of our revenues and cost and expenses are denominated in RMB. Our exposure to foreign exchange risk primarily relates to cash and cash equivalent denominated in U.S. dollars. 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 our exposure to foreign exchange risks should be limited in general, the value of your investment in our ADSs will be affected by the exchange rate between U.S. dollar and RMB because the value of our business is effectively denominated in RMB, while our ADSs will be traded in U.S. dollars.

The conversion of RMB into foreign currencies, including U.S. dollars, is based on rates set by the PBOC. The PRC government allowed the RMB to appreciate by more than 20% against the U.S. dollar between July 2005 and July 2008. Between July 2008 and June 2010, this appreciation halted and the exchange rate between the RMB and the U.S. dollar remained within a narrow band. Between June 2010 and August 2015, the PRC government has allowed the RMB to appreciate slowly against the U.S. dollar again. Since August 2015, the RMB has significantly depreciated against the U.S. dollar. 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 how market forces or PRC or U.S. government policy may impact the exchange rate between the RMB and the U.S. dollar in the future.

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

We estimate that we will receive net proceeds of approximately US$ million from this offering if the underwriters do not exercise their option to purchase additional ADSs, after deducting underwriting discounts and commissions and the estimated offering expenses payable by us, based on the initial offering price of US$ per ADS, the midpoint of the estimated initial public offering price range shown on the cover page of this prospectus. Assuming that we convert the full amount of the net proceeds from this offering into Renminbi, a 10% appreciation of the U.S. dollar against the Renminbi, from the exchange rate of RMB6.7112 for US$1.00 as of March 29, 2019 to a rate of Renminbi 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

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exchange rate of RMB6.7112 for US$1.00 as of March 29, 2019 to a rate of Renminbi 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.

For example, in a falling interest rate environment, potential borrowers may seek lower priced loans from other channels if we do not lower the interest and fee rates on our loan products. In a rising interest rate environment, potential investors may seek higher return investments from other channels if we do not increase the return on our online wealth management products. We do not expect that the fluctuation of interest rates will havea material impact on our financial condition. However, we cannot provide assurance that we will not be exposed to material risks due to changes in market interest rate in the future. See "Risk Factors—Risks Related to Our Business—Fluctuations in interest rates could negatively affect our business."

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

Critical Accounting Policies, Judgments and Estimates

We prepare our consolidated financial statements in accordance with U.S. GAAP, which requires us to make judgments, estimates and assumptions that affect (i) the reported amounts of assets and liabilities, (ii) disclosure of contingent assets and liabilities at the end of each reporting period, and (iii) the reported amounts of revenues and expenses during each reporting period. We continually evaluate these estimates and assumptions based on historical experience, knowledge and assessment of current business and other conditions, expectations regarding the future based on available information and reasonable assumptions, which together form a basis for making judgments about matters not readily apparent from other sources. The use of estimates is an integral component of the financial reporting process, though actual results could differ from those estimates. Some of our accounting policies require higher degrees of judgment than others in their application. We consider the policies discussed below to be critical to an understanding of our financial statements as their application places the most significant demands on the judgment of our management.

Consolidation of Variable Interest Entity

As foreign-invested companies engaged in internet value-added businesses are subject to stringent requirements compared with Chinese domestic enterprises under the current PRC laws and regulations, our PRC subsidiary, WFOE, and its subsidiaries, as foreign-invested companies, do not meet all such requirements and therefore none of them is permitted to engage in such business in China. Therefore, we elected to conduct such business in China through Jiufu Shuke and Beijing Puhui, our VIEs, and their subsidiaries (collectively the "VIEs"), which are PRC domestic companies beneficially owned by us.

Since we do not have any equity interests in the VIEs in order to exercise effective control over their operations, through WFOE, we have entered into a series of contractual arrangements with the VIEs and their shareholders, pursuant to which we are entitled to receive effectively all economic benefits generated from the VIEs. The exclusive option agreements and voting rights proxy agreements (i.e., power of attorney) provide us with effective control over the VIEs, while the equity interest pledge agreements secure the equity owners' obligations under the relevant agreements. Because we

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have both the power to direct the activities of the VIEs that most significantly affect their economic performance and the right to receive substantially all of the benefits from the VIEs, we are deemed the primary beneficiary of the VIEs. Accordingly, we have consolidated the financial statements of the VIEs. The aforementioned contractual agreements are effective agreements between a parent and a consolidated subsidiary, neither of which is accounted for in the consolidated financial statements (i.e., a call option on subsidiary shares under the exclusive option agreement or a guarantee of subsidiary performance under the equity pledge agreement) or are ultimately eliminated upon consolidation (i.e., service fees under the master exclusive service agreement).

We believe that our contractual arrangements with Jiufu Shuke and Beijing Puhui and their shareholders are in compliance with PRC law and are legally enforceable. However, uncertainties in the PRC legal system could limit our ability to enforce these contractual arrangements. The interests of the shareholders of Jiufu Shuke and Beijing Puhui may diverge from that of our company, which may potentially increase the risk that they would seek to act contrary to the contractual terms.

Revenue recognition

We have early adopted ASU 2014 09, Revenue from Contracts with Customers (Topic 606) and all subsequent ASUs that modified ASC 606 on January 1, 2017 and have elected to apply it retrospectively for the year ended December 31, 2016.

The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, we apply the following steps:

•: Step 1: Identify the contract(s) with a customer
•: Step 2: Identify the performance obligations in the contract
•: Step 3: Determine the transaction price
•: Step 4: Allocate the transaction price to the performance obligations in the contract
•: Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation

Online lending information intermediary services revenue

Through our online platform, we provide intermediary services on personal financing product, One Card , under which the holders of One Card can apply for loans on a revolving basis ("revolving loan products"). We also provide one-time loan facilitation services to meet various consumption needs of the borrowers ("non-revolving loan product"). For revolving loan products and non-revolving loan products, our services provided consist of:

(a): matching marketplace investors to potential qualified borrowers and facilitating the execution of loan agreements between the parties (referred to as "loan facilitation service"); and
(b): post origination services: providing repayment processing services for the marketplace investors and borrowers over the loan term, including repayment reminders and following up on late repayments (referred to as "post origination services").

We have determined that we are not the legal lender or borrower in the loan origination and repayment process, but acting as an intermediary to bring the lender and the borrower together. Therefore, we do not record the loans receivable or payable arising from the loans facilitated between the investors and borrowers on our platform.

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We consider our customers to be both the investors and borrowers. We consider the loan facilitation service and post origination services as two separate services, which represent two separate performance obligations under Topic 606, as these two deliverables are distinct in that customers can benefit from each service on its own and our promise to deliver the services are separately identifiable from each other in the contract.

We determine the total transaction price to be the service fees chargeable from the borrowers and investors. The transaction price is allocated to the loan facilitation services and post origination services using their relative standalone selling prices consistent with the guidance in Topic 606. We do not have observable standalone selling price information for the loan facilitation services or post origination services because we do not provide loan facilitation services or post origination services on a standalone basis. There is no direct observable standalone selling price for similar services in the market that is reasonably available to us. As a result, the estimation of standalone selling price involves significant judgements. We use an expected cost plus margin approach to estimate the standalone selling prices of loan facilitation services and post origination services as the basis of revenue allocation. In estimating the standalone selling price for the loan facilitation services and post origination services, we consider the cost incurred to deliver such services, profit margin for similar arrangements, customer demand, effect of competitors on our services, and other market factors.

For each type of services, we recognize revenue when (or as) we satisfy the service or performance obligation by transferring a promised good or service (that is, an asset) to a customer. Revenues from loan facilitation are recognized at the time a loan is originated between the investor and the borrower and the principal loan balance is transferred to the borrower, at which time the loan facilitation service is considered completed. Revenues from post origination services are recognized on a straight line basis over the term of the underlying loans as the services are provided ratably on a monthly basis. A majority of the service fee is charged to the borrowers, which is collected upfront upon at the loan inception or collected over the loan term. Investors pay service fees to us either at the beginning and at the end of the investment commitment period (in terms of automated investing tools) or over the terms of the loan (in terms of self-directing investing tools). In 2016, 2017, 2018 and for the three months ended March 31, 2019, service fees charged at the beginning or at the end of the investment commitment period or over the terms of the loans in the periods presented were calculated to be equal to an annualized interest rate ranging from 0.5% to 1.0% based on the investment amount and the investment term. Service fees charged to borrowers and investors, including the service fees charged to investors collected at the end of the investment commitment period or over the terms of the loans in the periods presented, were combined as contract price to be allocated to the two performance obligations relating to loan facilitation services and post-origination services, and recognized as revenue when the relevant services are delivered. Revenue recognized related to service fees not yet received from investors that will be collected at the end of the investment commitment period and over the commitment period are recorded as accounts receivable. In 2016, 2017 and 2018, the service fees charged to borrowers were RMB2.4 billion, RMB7.1 billion and RMB5.2 billion (US$0.8 billion), respectively. The service fees charged to investors were RMB152.6 million, RMB461.9 million and RMB720.1 million (US$107.3 million), including service fees charged to investors at the inception of the investment terms of nil, nil and RMB293.2 million (US$43.7 million), service fees charged to investors at the end of the investment terms of RMB54.6 million, RMB238.4 million and RMB28.8 million (US4.3 million), and service fees charged to investors over the terms of the investment period of RMB98.0 million, RMB223.5 million and RMB398.1 million (US$59.3 million) in 2016, 2017 and 2018, respectively. Of the service fees charged to borrowers and investors in 2016, 2017 and 2018, RMB106.9 million, RMB578.6 million and RMB366.8 million (US$54.7 million) were allocated to post-origination service revenue. For the three months ended March 31, 2018 and 2019, the service fees charged to borrowers were RMB1.0 billion and RMB1.0 billion (US$0.1 billion), respectively. The service fees charged to investors were RMB187.4 million and RMB176.5 million (US$26.3 million), including service fees charged to investors at the inception of the investment terms

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of RMB0.01million and RMB171.7 million (US$25.6 million), service fees charged to investors at the end of the investment terms of RMB13.5 million and RMB4.35 million (US$0.6 million), and service fees charged to investors over the terms of the investment period of RMB173.9 million and RMB0.5 million (US$0.1 million), for the three months ended March 31, 2018 and 2019, respectively. Of the service fees charged to borrowers and investors for the three months ended March 31, 2018 and 2019, RMB74.7 million and RMB72.9 million (US$10.9 million) were allocated to post-origination service revenue.

All service fees are fixed and not refundable. Revenue recognized is recorded net of VAT. Remaining performance obligations represent the amount of the transaction price for which service has not been performed under post origination services.

Direct lending program revenue

Through our direct lending program, we provide traffic referral services to financial institutional partners, allowing the financial institutional partners to gain access to borrowers who passed our risk assessment. Our services provided consist of:

a): Matching financial institutional partners to potential qualified borrowers, and facilitating the execution of loan agreements between the parties (also referred to as "loan facilitation service"); and
b): Providing repayment processing services for the financial institutional partners and borrowers over the loan term, including repayment reminders and loan collection (also referred to as "post origination services").

Consistent with the revenue recognition policy under the online lending information intermediary services model, we have determined that we are not the legal lender or borrower in the loan origination and repayment process, but acting as an intermediary to bring the lender and the borrower together. Therefore, we do not record the loans receivable or payable arising from the loans facilitated between the financial institutional partners and borrowers. We consider our customers to be both the financial institutional partners and borrowers. We consider the loan facilitation service and post origination service as two separate performance obligations.

We determine the total transaction price to be the service fees chargeable from the borrowers or the financial institutional partners, which is the contracted price adjusted for variable consideration such as potential loan prepayment by the borrows that could reduce the total transaction price, which is estimated using the expected value approach based on historical data and current trends of prepayments of the borrowers. Then the transaction price is allocated to the loan facilitation services and post origination services using their relative standalone selling prices consistent with the guidance in Topic 606, similar to online lending information intermediary services revenue.

For each type of service, we recognize revenue when (or as) we satisfy the service or performance obligation by transferring the promised service to customers. Revenues from loan facilitation services are recognized at the time a loan is originated between the financial institutional partners and the borrowers and the principal loan balance is transferred to the borrowers, at which time the facilitation service is considered completed. Revenues from post origination services are recognized on a straight line basis over the term of the underlying loans as the services are provided ratably on a monthly basis.

Other revenues

Our other revenues mainly include product sales revenues from online sales of goods, penalty fee we charged to borrowers for late payment for our Online Lending Information Intermediary Services, and other service revenues. We generates product sales revenues primarily through selling of merchandise via our online shopping platform One Card Mall ("online agent model"), and through

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selling of upscale products via third party platforms ("online direct sales model"). Under online agent model, customers can buy merchandise provided by third-party merchandise suppliers on One Card Mall . We do not control the merchandise, but rather are acting as an agent for the suppliers. Revenue is recognized for the net amount of consideration we are entitled to retain in exchange for the agent service. We commenced the operations of the online direct sales model in the first quarter of 2019. Under the online direct sales model, revenue is recognized on a gross basis as we control the merchandise before it is transferred to the customers, which is indicated by (i) we are primarily responsible for fulfilling the promise to provide the specified upscale products to the customers; (ii) we bear inventory risk; and (iii) we have discretion in establishing price. Revenue recognized under our online direct sales model were nil and RMB42.0 million (US$6.3 million) for the three months ended March 31, 2018 and 2019, respectively. The penalty fee under our Online Lending Information Intermediary Services, which is the fee paid to the investors and assigned to us by the investors, will be received as a certain percentage of past due amounts collected. Starting from early 2018, penalty fees under our Online Lending Information Intermediary Services have been paid to the depository account managed by Guangdong Success, and none is assigned to us. Accordingly, they were no longer included in our revenues thereafter. Other revenues also include revenue of services such as insurance agency, securities brokerage, consulting and user referral.

Disaggregation of revenues

We generate revenues primarily from loan facilitation and post-origination services provided to investors and borrowers through our online lending information intermediary services and direct lending program. We also generate other revenues, such as penalty fee charged to borrowers under our Online Lending Information Intermediary Services for late payment until early 2018, product sales revenues from online sales of goods and other service revenues. The following table illustrates the disaggregation of revenues by product in 2016, 2017, 2018 and three months ended March 31, 2018 and 2019:

	Loan facilitation services		Post origination services		Other revenues		Total

	RMB		RMB		RMB		RMB
2016
Online lending platform revenue ⁽¹⁾
Revolving loan products ( One Card )		961,162		10,184		—		971,346
Non-revolving loan products		1,196,620		31,129		—		1,227,749
Other revenue		—		—		61,557		61,557

Total		2,157,782		41,313		61,557		2,260,652

(1): Online lending platform revenue in 2016 included service fees charged to borrowers of RMB4.4 million under our direct lending program.

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	Loan facilitation services		Post origination services		Other revenues		Total

	RMB		RMB		RMB		RMB
2017
Online lending platform revenue ⁽¹⁾
Revolving loan products ( One Card )		4,959,379		148,071		—		5,107,450
Non-revolving loan products		1,313,417		108,845		—		1,422,262
Other revenue		—		—		212,068		212,068

Total		6,272,796		256,916		212,068		6,741,780

(1): Online lending platform revenue in 2017 included service fees charged to borrowers of RMB4.7 million under our direct lending program.

	Loan facilitation services				Post origination services				Other revenues				Total

	RMB		US$		RMB		US$		RMB		US$		RMB		US$
2018
Online lending platform revenue ⁽¹⁾
Revolving loan products ( One Card )		4,769,136		710,623		282,202		42,049		—		—		5,051,338		752,673
Non-revolving loan products		191,535		28,540		85,237		12,701		—		—		276,772		41,240
Other revenue		—		—		—		—		228,372		34,028		228,372		34,028

Total		4,960,671		739,163		367,439		54,750		228,372		34,028		5,556,482		827,941

(1): Online lending platform revenue in 2018 included service fees charged to borrowers of RMB24.7 million (US$3.7 million) and service fees charged to financial institution partners of RMB21.5 million (US$3.2 million) under our direct lending program

	Loan facilitation services		Post origination services		Other revenues		Total

	RMB		RMB		RMB		RMB
Three months ended March 31, 2018
Online lending platform revenue
Online lending information intermediary services revenue
Revolving loan products ( One Card )		871,522		66,565		—		938,087
Non-revolving loan products		59,982		26,808		—		86,790
Direct lending program revenue		223		12		—		235
Other revenue		—		—		67,320		67,320

Total		931,727		93,385		67,320		1,092,432

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	Loan facilitation services				Post origination services				Other revenues				Total

	RMB		US$		RMB		US$		RMB		US$		RMB		US$
Three months ended March 31, 2019
Online lending platform revenue
Online lending information intermediary services revenue
Revolving loan products ( One Card )		896,798		133,627		68,200		10,162		—		—		964,998		143,789
Non-revolving loan products		66,679		9,935		11,785		1,756		—		—		78,464		11,692
Direct lending program revenue		79,343		11,823		1,267		189		—		—		80,610		12,011
Other revenue		—		—		—		—		79,932		11,910		79,932		11,910

Total		1,042,820		155,385		81,252		12,107		79,932		11,910		1,204,004		179,402

We manage our business through a comprehensive offering of financial products tailored to the needs of the investors and borrowers. These financial products are categorized as loan products, online wealth management products and others. The following table illustrates the disaggregation of revenues by product offering in 2016, 2017 and 2018:

	Year Ended December 31,

	2016		2017		2018
	RMB		RMB		RMB		US$
	(in thousands)
Loan product revenue		2,105,478		6,265,900		4,930,515		734,670
Online wealth management product revenue		149,418		442,814		471,060		70,190
Others		5,756		33,066		154,907		23,082

Total		2,260,652		6,741,780		5,556,482		827,942

	Three month ended March 31,

	2018		2019
	RMB		RMB		US$
	(in thousands)
Loan product revenue		975,520		1,007,079		150,059
Online wealth management product revenue		96,331		134,197		19,996
Others		20,581		62,728		9,347

Total		1,092,432		1,204,004		179,402

Loan products—In 2016, 2017, 2018 and for the three months ended March 31, 2018 and March 31, 2019, loan products represented product offerings tailored to the needs of the borrowers. Loan product revenues in the above table represented the portion of the service fees that were charged to borrowers through our online lending platform business, including RMB4.4 million, RMB4.7 million, RMB24.7 million (US$3.7 million), RMB0.2 million and RMB18.9 million (US$2.8 million) for service fees charged to borrowers under our direct lending program for 2016, 2017, 2018 and for the three months ended March 31, 2018 and March 31, 2019, respectively. We have stopped charging service fees from borrowers under our direct lending program since April 2019. Loan product revenues also included service fee charged to financial institution partners under our direct lending program, which amounted to nil, nil, RMB21.5 million (US$3.2 million), nil and RMB61.7 million (US$9.2 million) for 2016, 2017, 2018 and for the three months ended March 31, 2018 and March 31, 2019, respectively.

Online wealth management products—In 2016, 2017, 2018 and for the three months ended March 31, 2018 and March 31, 2019, online wealth management products represented product offerings tailored to needs of the investors, including fixed income products and other online wealth

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management products such as insurance brokerage and stock investment services, and fund investment products services. Fixed income products were offered to investors who desired to make investment to loans facilitated through our Online Lending Information Intermediary Services. Revenues from online wealth management products in the above table were mainly derived from fixed income products and represented the portion of service fees that was charged to investors in our Online Lending Information Intermediary Services. Revenues recognized on other online wealth management products were immaterial for the periods presented.

Cash incentives

To expand market presence, we voluntarily provide cash incentives in the form of cash coupons to new and existing investors during our marketing activities. Such coupons are mainly in the form of principal plus coupons or interest plus coupons to investors free of charge. The investors can utilize such coupons to increase the expected return of their investments on the maturity date. These coupons are not related to prior transactions, and can only be utilized in conjuction with subsequent lending activities. The cash incentives provided are accounted as a reduction of transaction price according to ASC 606-10-32-25.

Quality assurance fund liability

In order to provide assurance for investors, we established an investors' protection plan.

From December 2013 to December 2016, we provided an investor protection service in the form of a quality assurance fund under which when a new loan is facilitated, we collected quality assurance fund from borrowers and deposited it in a special bank account. Historically, the quality assurance fund collected from the borrowers equals 6% to 7% of the total loan facilitation amount, although we reserved the right to revise the percentage of quality assurance fund collected from the borrowers upwards or downwards as a result of our continuing evaluation of factors such as market conditions. In addition, if the actual interest income from the loans invested by an investor is higher than the expected return provided to the investor, the excess will also be contributed to the quality assurance fund. If a loan facilitated by us defaulted, we were obligated to repay unpaid principal and interest repayment of the defaulted loan up to the balance of the quality assurance fund on a portfolio basis, as stipulated in the investment consultation and management service contracts. If the quality assurance fund balance was not sufficient to compensate all the defaults, the investors with default loans would be repaid on a pro rata basis, and the un-compensated amount would be rolled into the repayment of the next month. If the quality assurance program was continually underfunded, investors may need to wait for extended periods to receive a full fund from the quality assurance fund, or incur a loss on their investment as the investor was only subject to compensation for six consecutive months.

In accordance with ASC 460-10-55-23 (b), when a loan is facilitated, we recognize a stand-ready liability measured as the fair value of the quality assurance fund service which approximately the quality assurance fund amount collected from borrowers. We estimated the fair value of the quality assurance fund liability which is based on the estimated expected defaults. Expected defaults is a modeled estimate based on historical loan level information and the underlying borrower risk characteristics. Regularly, we compare the modeled default estimate against the actual defaults experienced in order to assess if such estimate is appropriate.

According to ASC 460, Guarantees, the quality assurance fund liability initially recognized would typically be reduced as we are released from risk under the guarantee either through expiry or performance. We track our quality assurance fund liability on a loan-by-loan basis to monitor the expiration. On a portfolio basis, when the aggregate contingent liability required to be recognized under ASC 450-20-25 exceeds the quality assurance fund liability balance, we will record the excess as expense, as long as the total liability does not exceed the quality assurance fund.

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In August 2016, we cooperated with Nanfeng Guarantee and China Taiping to launch an investors' protection plan to replace the former quality assurance fund model. As part of the agreement with Nanfeng Guarantee and China Taiping, we transferred the legal responsibility to guarantee the existing loans (i.e., existing and future defaults) to Nanfeng Guarantee and China Taiping. We agreed to pay the whole balance of the quality assurance fund as of August 25, 2016 of RMB287 million from our special account to a depository account set up by Nanfeng Guarantee and supervised by China Taiping. For all new loans facilitated, the borrowers paid the quality assurance fund to Nanfeng Guarantee to manage as part of the guarantee fund reserve going forward. A separate insurance policy was entered into by each borrower and the insurance company (i.e., China Taiping), where the insurance company charged an insurance premium to the borrower to cover additional default risks. China Taiping will not cover the repayment until the balance of the special account at the depository bank becomes insufficient. As a result, we no longer have legal obligation to make compensation payments to investors on default loans (both incurred and future) related to the existing loan portfolio as well as loans originated subsequent to August 25, 2016.

In September 2017, we launched an enhanced investors' protection plan with China Taiping and Nanfeng Guarantee. For loans with terms of no more than 12 months, the borrower signed "Loan Performance Guarantee Insurance Policy" with China Taiping and pay insurance premium to China Taiping. In the event that default of the insured loan happens, China Taiping will repay the outstanding principal and the interests to the investors. For loans with terms of over 12 months and for loans with terms of no more than 12 months but not covered by China Taiping's insurance protection, the borrower signed "Confirmation to Participation in Guarantee Plan" and Nanfeng Guarantee will provide guarantee service. The borrower pay guarantee fund to Nanfeng Guarantee, which will be deposited in the guarantee fund reserve depository account set up by Nanfeng Guarantee. Nanfeng Guarantee and us will determine the guarantee fund rate charged with borrower based on the credit characteristics of the borrower as well as the underlying loan characteristics. If default of any loan protected by Nanfeng Guarantee happens, Nanfeng Guarantee will withdraw the fund from the guarantee fund reserve account to repay the investor within fund balance as the upper limit.

In January 2018, we announced further upgrades to the enhanced investors' protection plan with respect to loans with terms of over 12 months whereby the borrower signs a guarantee contract with Guangdong Success. According to the contract, when a borrower defaults and meanwhile, if the balance of the guarantee fund reserve account is insufficient to cover the unpaid amounts, Guangdong Success will make additional repayment up to a cap equal to five times of the guarantee fee paid by the borrowers. For loans with terms of no more than 12 months, the borrower paid insurance premium and signed "Loan Performance Guarantee Insurance Policy" with either China Taiping or PICC with whom we began to collaborate in March 2018. China Taiping's insurance protection obligation under our Taiping insurance program with respect to loans with terms of no more than 12 months that we facilitated between September 18, 2017 and May 15, 2018 will be fulfilled on August 15, 2019. PICC has provided insurance protection to all the new loans with terms of no more than 12 months that have been originated since May 2018 and covered by the insurance protection plan.

Starting from August 25, 2016, we no longer have legal obligation to make compensation payments to investors on default loans, and therefore no longer record quality assurance fund liability in accordance with ASC 405-20, Extinguishments of liabilities.

Income taxes

Current income taxes are provided on the basis of net profit (loss) for financial reporting purposes, adjusted for income and expenses which are not assessable or deductible for income tax purposes, in accordance with the laws of the relevant tax jurisdictions.

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Deferred income taxes are provided using assets and liabilities method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.

Deferred tax assets are recognized to the extent that these assets are more likely than not to be realized. In making such a determination, the management consider all positive and negative evidence, including future reversals of projected future taxable income and results of recent operation.

In order to assess uncertain tax positions, we apply a more-likely-than-not threshold and a two-step approach for the tax position measurement and financial statement recognition. Under the two-step approach, the first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon settlement. We recognize interest and penalties, if any, under accrued expenses and other current liabilities on its consolidated and combined balance sheet and under other expenses in its consolidated and combined statement of comprehensive loss. We did not have any significant unrecognized uncertain tax positions as of and for the years ended December 31, 2016, 2017 and 2018.

Fair Value of Ordinary Shares

Prior to our initial public offering, we were a private company with no quoted market prices for our ordinary shares. We therefore needed to make estimates of the fair value of our ordinary shares at various dates for the purpose of (i) determining the intrinsic value of the beneficial conversion feature at the date of issuance of convertible instruments; and (ii) determining the grant date fair value of share-based awards.

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The following table sets forth the fair value of our ordinary shares estimated at different times prior to our initial public offering with the assistance from an independent valuation firm:

Date	Class of Shares	Fair Value per Share						Purpose of Valuation

		(RMB)
March 31, 2015	Ordinary shares		647.12	17	%	30	%	To determine the intrinsic value of the beneficial conversion feature of Series A preferred shares
July 31, 2015	Ordinary shares		747.65	16	%	30	%	To determine the fair value of share option grants
June 30, 2016	Ordinary shares		2,636.09	14	%	27	%	To determine the fair value of share option grants
June 30, 2017	Ordinary shares		6,770.38	17	%	25	%	To determine the intrinsic value of the beneficial conversion feature of Series B preferred shares and the fair value of share option grants
October 31, 2017	Ordinary shares		6,844.71	16	%	23	%	To determine the intrinsic value of the beneficial conversion feature of Series B preferred shares and the fair value of share option grants
January 26, 2018	Ordinary shares		8,380.51	14	%	21	%	To determine the intrinsic value of the beneficial conversion feature of Series D preferred shares and the fair value of share option grants
March 31, 2018	Ordinary shares		8,415.69	13	%	20	%	To determine the fair value of share option grants
September 14, 2018	Ordinary shares		7,885.24	11	%	19	%	To determine the intrinsic value of the beneficial conversion feature of Series E preferred shares and the fair value of share option grants
December 24, 2018	Ordinary shares		7,391.13	8	%	20	%	To determine the fair value of share option grants

The valuations were performed on retrospective basis, instead of contemporaneous basis because, at that time of valuation, our limited financial and human resources were principally focused on business development efforts.

The valuations of our ordinary shares were performed using methodologies, approaches and assumptions consistent with the American Institute of Certified Public Accountants Audit and Accounting Practice Aid Series: Valuation of Privately-Held-Company Equity Securities Issued as Compensation, or the AICPA Practice Guide. The determination of the fair value of our ordinary shares requires complex and subjective judgments to be made regarding our projected financial and operating results, our unique business risks, the marketability of our shares and our operating history and prospects at the time of valuation.

In determining our equity value, we applied the discounted cash flow analysis as primary approach based on our best estimated cash flow projections as of the valuation date. The major assumptions used in calculating the fair value of our equity include:

•: Discount Rates. The discount rates listed out in the table above were based on the weighted average cost of capital, which were used to discount the forecasted future cash flows to present value. We have considered the rate of return expected by venture capital investors, or VCR, and the capital asset pricing model, or CAPM in setting the discount rates as of various valuation dates.

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VCR. The expected return from venture capital investors for investing in our company when we were in expansion stage was estimated to be 30%. As we progress through an early stage of development towards this offering, the expected return from venture capitalists for investing in our company gradually declines.

CAPM. The capital asset pricing model is one of the most commonly adopted methods for estimating the required rate of return for equity. Under CAPM, the cost of equity was determined with consideration of a number of factors including risk-free rate, systematic risk, equity market risk premium, size of our company, and non-systemic risk factors such as the development stage of our businesses and our ability in achieving forecasted projections.

After considering VCR and CAPM, the relative risk of the industry and the characteristics of our company, we used discount rates ranging from 30% as of the valuation date in March 2015 to 23% in October 2017.

•: Discount for Lack of Marketability, or DLOM. DLOM was quantified by the Finnerty model. This model estimates a DLOM as a function of restricted transferability, using the value of an average-strike put option. This option pricing method is one of the methods commonly used in estimating DLOM as it takes into consideration factors like timing of a liquidity event, such as an initial public offering, and estimated volatility of our shares. The further the valuation date is from an expected liquidity event, the higher the put option value and thus the higher the implied DLOM. The lower the DLOM used for the valuation, the higher the determined fair value of the ordinary shares.

We also applied guideline companies method and referred to price-to-revenue and/or price-to-earnings multiples of guideline companies to check the reasonableness of our valuation results. Certain publicly traded companies involving consumer finance industry were selected for reference as our guideline companies. To reflect the operating environment in China and the general sentiment in the U.S. capital markets towards the consumer finance industry, the guideline companies were selected with consideration of the following factors: (i) the guideline companies should provide similar services, and (ii) the guideline companies should either have their principal operations in Asia Pacific region, as we operate in China, and/or are publicly listed companies in the United States as we plan to list our shares in the United States.

However, these fair values are inherently uncertain and highly subjective. The assumptions used in deriving the fair values are consistent with our business plan. These assumptions include: (i) no material changes in the existing political, legal and economic conditions in China; (ii) our ability to retain competent management, key personnel and staff to support our ongoing operations; and (iii) no material deviation in market conditions from economic forecasts. These assumptions are inherently uncertain.

The option-pricing method was used to allocate enterprise value to preferred and ordinary shares, taking into account the guidance prescribed by the AICPA Practice Guide. The method treats common stock and preferred stock as call options on the enterprise's value, with exercise prices based on the liquidation preference of the preferred stock.

The option-pricing method involves making estimates of the anticipated timing of a potential liquidity event, such as a sale of our company or an initial public offering, and estimates of the volatility of our equity securities. The anticipated timing is based on the plans of our board of directors and management. Estimating the volatility of the share price of a privately held company is complex because there is no readily available market for the shares. We estimated the volatility of our shares to range from 44% to 49% based on the historical volatilities of comparable publicly traded companies engaged in similar lines of business. Had we used different estimates of volatility, the allocations between preferred and ordinary shares would have been different.

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Share-based Compensation

Our share-based compensations with employees are measured based on the grant date fair value of the equity instrument. We recognize the compensation costs on a straight-line basis over the requisite service period of the award, which is generally the vesting period of the award, with the amount of compensation expenses recognized in any period not less than the portion of the grant date fair value of the options vested during that period.

The following table sets forth certain information regarding the share options granted to our employees at different dates in 2015, 2016, 2017 and 2018 and for the three months ended March 31, 2019:

Grant Date		Exercise Price per Option	Weighted Average Fair Value per Option at the Grant Dates		Aggregate Intrinsic Value at the Grant Dates		Type of Valuation

		(RMB)	(RMB)		(RMB)
July 10, 2015	141,148	0 - 1,472.05		435.11		44,382,453.02	Retrospective
September 25, 2015	1,960	0 - 1,472.05		482.40		589,959.79	Retrospective
July 1, 2016	148,780	777.88		1,924.97		105,358,912.78	Retrospective
August 16, 2016	500	777.88		1,934.59		349,266.95	Retrospective
August 23, 2016	4,831	777.88		1,943.25		3,332,749.63	Retrospective
September 1, 2016	3,200	777.88		1,943.47		2,206,865.55	Retrospective
September 6, 2016	7,300	777.88		1,940.09		5,059,151.61	Retrospective
August 1, 2017	6,433	777.88		6,013.05		4,886,040.98	Retrospective
September 11, 2017	5,434	1,432.39		5,420.71		7,346,050.94	Retrospective
October 10, 2017	2,135	1,432.39		5,531.39		2,810,821.97	Retrospective
October 20, 2017	349,580	1,432.39		5,444.67		490,553,704.17	Retrospective
January 19, 2018	6,033	1,380.50		7,057.16		42,231,003.66	Retrospective
March 7, 2018	1,789	1,380.50		7,148.13		12,585,321.89	Retrospective
March 27, 2018	1,789	1,380.50		7,143.73		12,585,321.89	Retrospective
April 27, 2018	4,330	2,406.42		6,301.78		26,018,608.28	Retrospective
September 1, 2018	1,000	2,406.42		5,804.76		5,478,441.02	Retrospective
September 29, 2018	4,677	2,406.42		5,689.25		25,622,668.86	Retrospective
December 24, 2018	1,177	2,406.42		5,340.45		5,824,844.69	Retrospective
January 7, 2019	215	1,380.50		6,163.87		1,314,304.18	Retrospective
January 7, 2019	786	4,984.68		3,747.56		2,010,725.37	Retrospective
January 7, 2019	346	2,406.42		5,360.17		1,747,466.34	Retrospective

The valuation was performed on retrospective basis, instead of contemporaneous valuations because, at that time valuation, our limited financial and limited human resources were principally focused on business development efforts.

In determining the value of share options, we have used the binomial option pricing model, with assistance from an independent third-party valuation firm. Under this option pricing model, certain assumptions, including the risk-free interest rate, the expected dividends on the underlying ordinary shares, and the expected volatility of the price of the underlying shares for the contractual term of the options are required in order to determine the fair value of our options.

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The fair value of an option award is estimated on the date of grant using the binomial option pricing model that uses the following assumptions:

	Grant Date

	2015	2016	2017	2018	Three Months Ended March 31, 2019
Risk-free rate of interest ⁽¹⁾	1.68%	1.00% - 1.18%	1.65% - 2.03%	2.45% - 2.98%	2.52% - 2.53%
Volatility ⁽²⁾	42.8% - 43.4%	48.7% - 48.9%	43.6% - 44.5%	43.5% - 48.3%	43.4%
Dividend yield ⁽³⁾	—	—	—	—	—
Exercise multiples ⁽⁴⁾	2.2/2.8	2.2/2.8	2.2/2.8	2.2/2.8	2.2/2.8
Life of options (years) ⁽⁵⁾	5.0 - 6.0	5.0	4.0 - 5.0	4.0 - 6.0	4.0 - 5.0

(1): We estimate risk-free interest rate based on the daily treasury long term rate of U.S. Department of the Treasury with a maturity period close to the expected term of the options.
(2): We estimated expected volatility based on the annualized standard deviation of the daily return embedded in historical share prices of the selected guideline companies with a time horizon close to the expected expiry of the term.
(3): We have never declared or paid any cash dividends on our capital stock, and we do not anticipate any dividend payments on our ordinary shares in the foreseeable future.
(4): The expected exercise multiple was estimated as the average ratio of the stock price to the exercise price as at the time when employees would decide to voluntarily exercise their vested options. As we did not have sufficient information of past employee exercise history, it was estimated by referencing to academic research publication. For key management grantee and non-key management grantee, the exercise multiple was estimated to be 2.8 and 2.2 respectively.
(5): Extracted from option agreements.

Internal Control Over Financial Reporting

Prior to this offering, we have been a private company with limited accounting personnel and other resources with which to address our internal control and procedures over financial reporting. In the course of the audit of our consolidated financial statements as of and for the year ended December 31, 2018, we and our independent registered public accounting firm identified two material weaknesses and one information technology related deficiency in our internal control over financial reporting. As defined in the standards established by the PCAOB, a "material weakness" is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our company's annual or interim financial statements will not be prevented or detected on a timely basis.

For example, such material weaknesses have resulted in errors in recognition of revenue and sales and marketing expenses in the consolidated financial statements as of and for the years ended December 31, 2016 and 2017. These errors were mainly due to the lack of sufficient financial reporting and accounting personnel when we prepared the financial statements as of and for the years ended December 31, 2016 and 2017. We failed to perform a thorough analysis to quantify the impacts of service fees collected at the end of the investment term under ASC 606, since service fees charged to

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investors at the end of the investment term accounted for only a small portion of total service fees we charged for the periods presented. Similar errors were made for cash incentives related to cash coupons we voluntarily provided to investors free of charge as well as cash incentives paid as referral commissions. In preparing the financial statements as of and for the nine months ended September 30, 2018, with a strengthened financial reporting and accounting team, we were able to perform full-scope analyses of all existing business models under ASC 606. Based on the analyses performed, we determined that the impacts of these items were material to the financial statements previously issued. We also further reviewed the transactions relating to cash incentives paid to registered investors upon the successful referral of new investors, and found such incentive was, in substance, a sales commission, and should be recognized as selling expense when the new investors who were successfully referred to our platform made investments. To rectify these errors, we have restated our previously issued consolidated financial statements as of and for the years ended December 31, 2016 and 2017.

In the future, we may identify additional material weaknesses. In addition, if our independent registered public accounting firm attests to, and reports on, the management assessment of the effectiveness of our internal controls, our independent registered public accounting firm may disagree with our management's assessment of the effectiveness of our internal controls.

We have implemented and plan to implement a number of measures to address the material weaknesses that have been identified, specifically related to the former restatements. We have (1) hired more qualified financial reporting personnel, including the hiring of a senior finance controller in November 2018 who has significant experience in U.S. GAAP and SEC reporting to strengthen our financial reporting abilities; (2) updated our accounting policy and procedures manual to reflect the impacts of the adoption of ASC 606; (3) held comprehensive regular and continuous U.S. GAAP accounting and financial reporting training sessions to educate all relevant personnel of our accounting and finance department, as well as of our business departments; and (4) established communication protocols between the accounting and finance department and the business departments to facilitate updates of any planned changes in the current business models or payment methods are communicated to all the relevant personnel in a timely manner to ensure properly and timely evaluations and reviews of accounting treatments of these changes under U.S. GAAP. As for detective control measures, we have included in our control framework, the requirements on timely reviews and approvals by appropriate accounting personnel of any manual accounting calculations for revenue recognition and the related journal entries. Additionally, we have provided IT support for data extractions and calculations to reduce human errors and interference. Meanwhile, we have also implemented new financial software to improve visibility of data. Furthermore, we will continue to further streamline and enhance our financial reporting processes, including establishing a comprehensive accounting policies and procedures manual, to allow early detection, prevention and resolution of potential compliance issues. We will establish a more robust management review process during each financial reporting to ensure material errors are identified and resolved during the financial reporting closing process. We also intend to hire additional resources to strengthen the financial reporting function and set up a strong financial and system control framework. Holistically, management understands that we need to improve our internal controls, including but not limited to the internal controls over financial reporting. However, we cannot assure you that all these measures will be sufficient to remediate our material weakness in time, or at all. See "Risk Factors—Risks Related to Our Business and Industry—In connection with the audit of our consolidated financial statements as of and for the year ended December 31, 2018, we and our independent registered public accounting firm identified two material weaknesses in our internal control over financial reporting. If we fail to develop and maintain an effective system of internal control over financial reporting, we may be unable to accurately report our financial results or prevent fraud."

As a company with less than US$1.07 billion in revenue for our last fiscal year, we qualify as an "emerging growth company" pursuant to the JOBS Act. An emerging growth company may take

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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.

Recent Accounting Pronouncements

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

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INDUSTRY

China's Shift Towards Consumer-Driven and Internet Economy

China is rebalancing its economy towards consumer spending and technological innovation. Despite the stable increase over the past few years, the ratio of real consumption's contribution to China's GDP is still relatively low. According to Oliver Wyman, real consumption accounted only for 40% of China's GDP in 2018, compared to over 53% in other major economies as shown below, which represents considerable development opportunities for consumption and consumption-related financial services.

Figure 1: Real consumption as percentages of GDP of major economies

Source: Oliver Wyman Report

The decades of urbanization in China has brought about a mass affluent consumer base with higher levels of disposable income and financial literacy. Through this growth, consumers' financing needs and investing needs have grown significantly. The demand for wealth management and consumer finance products has greatly increased.

Meanwhile, the rapid development of the online-and-offline payment network and the ever-growing internet penetration rate in China has created the opportunity for industries to reshape themselves through the application of new internet-based technologies. According to Oliver Wyman, the number of internet users is forecasted to grow steadily and reach 980 million by 2022, representing 70% of the total population.

Figure 2: Number of internet users in China

Source: Oliver Wyman Report

Note:

(1) Calculated by number of internet users divided by projected Chinese population

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Various technology advancement, such as mobile internet, big data analytics, artificial intelligence and cloud computing have enabled the emergence of smarter financial services. In particular, the universal adoption of mobile payment has acted as a catalyst to the emergence of virtual credit accounts. The application of third party mobile payment has expanded and evolved significantly since Alipay's mobile payment function first came into place in China in 2012, which was followed by other applications in the areas of daily consumption, transportation, utility payment, education, and other personal transactions. With the prevalence of mobile payment, people are now more accustomed to the "virtual card" concept and are open to make credit purchase via digital devices. In particular, third party mobile payment has developed rapidly in China, providing transaction service across a variety of consumption scenarios.

Major User Pain Points of the Consumers and the Inability of Traditional Financial Institutions to Serve the Demand

The existing financial system in China is dominated by banks and shadow banks and is becoming increasingly inadequate to satisfy the growing, diversified and sophisticated demand, and therefore has created personal financial pain points for consumers.

•: Insufficient supply of legitimized, sustainable and affordable credit. Generally, banks in China are reluctant to grant credit to individuals, and a mature and multi-layer consumer finance market is yet to develop. A large proportion of the Chinese population is left underserved. According to Oliver Wyman, China's personal consumer finance penetration rate measured by outstanding balance in terms of nominal GDP was 10% in 2018, compared to the same of 18% in US.
•: Non-transparent, misguided and risk mismatched investment. Wealth management services in China are still mainly built on a sales commission model. Seeking higher commission fees, service suppliers often provide non-transparent and misguided high-price products to investors, which are mismatched to individual investors' risk appetite. Furthermore, the "know-your-customer" inquiries conducted by traditional financial institutions are not effective for most situations because of the lack of financial literacy and risk awareness of investors themselves and the existence of unethical behavior by some working staffs in pursuit of higher commissions.
•: Lack of wealth management products tailored to diversified demand. Traditional bank wealth management products have a high minimum investment threshold and are distributed through the inefficient offline operating channels. Furthermore, standard bank products with relatively low risk and low yield are not capable of satisfying investors' increasing needs for diversified products.
•: Unsatisfactory user experience. The service processes of traditional financial institutions, especially banks, are often inconvenient and inefficient. Consumers are often required to go to the local branches of those institutions for risk review or risk disclosure process and review and sign large amounts materials. It then typically takes days for such institutions to process the applications, which prevents the traditional financial institutions from serving the time-sensitive credit needs of the consumers.

Rise of Digital Financial Account Platforms

According to Oliver Wyman, online payment users reached 575 million in China in 2018 and are forecasted to reach 751 million in 2022, almost all of which are expected to be mobile payment users. Meanwhile, new technologies, ranging across cloud computing, big data analytics to human recognition technologies, have provided sophisticated risk assessment and transaction management solutions to resolve personal financial pain points and satisfy the growing, underserved and sophisticated demand of

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nationwide consumers. In 2018, there were approximately 2,000 digital financial account platforms in China, according to Oliver Wyman.

Figure 3: Number of online payment users in China

Source: Oliver Wyman Report

Digital financial account platforms are digital account-based platforms that provide a combination of financial services, ranging from investment product sales, personal lending, payments and overall financial management. The major value propositions of digital financial account platforms are online consumer finance, online wealth management, technology solutions and financial account management.

Figure 4: Illustrative digital financial account platform

Source: Oliver Wyman Report

In China's digital era, the majority of financial transactions are completed on the mobile internet, which drives digital online finance adoption. Riding on the extensive mobile infrastructure, the smartphone is becoming a universal internet access device. Meanwhile, mobile applications, including mobile digital financial account applications, enjoy a higher usage frequency, which allows mobile personal finance platforms to quickly emerge and start to predominate in the market. Strong mobile infrastructure, fast-growing mobile internet penetration and smart phone adoption have formulated a solid foundation for further development of mobile based digital financial account services.

Although digital financial account platform provides a combination of financial services, borrowing and lending are the key value propositions and revenue contributors. The ranking below of digital

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financial account platforms has excluded users that only use the financial management feature. WeChat Wallet, Alipay, JD Finance, 9F and Lexin rank top five in terms of monthly active users in December 2018.

Figure 5: Ranking of digital financial account platforms for financial services excluding financial-management-only players

Source: Oliver Wyman Report

Notes:

(1) Ranking based on number of monthly active users in December 2018; ranking based on estimated data gathered from public sources, ranking may not reflect actual rankings; monthly active users is defined as number of non-repetitive users counted by log-ins;

(2) 9F data is provided by our company and other companies data gathered from Desktop Research

(3) The manage feature includes managing credit cards and/or tracking of other financial services or activities

(4) Users of only the financial management feature are estimated for personal financial management platforms and excluded from the total MAU numbers

Online Consumer Finance Market

Online consumer finance refers to personal loans issued through online channels for personal consumption purposes, excluding mortgages loans and automobile loans. According to Oliver Wyman, in 2018, the market size for personal consumer finance market in China reached RMB9.9 trillion, measured by outstanding balance, taking 20.0% of the total personal credit market in China, and it is expected to reach RMB20.0 trillion by 2022, taking 27.5% of the total personal credit market in China. Within the personal consumer finance market, in 2018, RMB8.4 trillion were credit card loans and offline personal consumer loans, and RMB1.5 trillion were online consumer finance market. However, traditional financial institutions providing credit card loans and offline personal consumer loans have been relatively reluctant to extend financing to individuals with lower income and education levels, and the process of granting loans by such traditional financial institutions can also be difficult and lengthy.

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The online consumer finance market in China has grown significantly with increasing penetration in recent years and is highly fragmented. In 2018, the outstanding balance of China's online consumer finance market amounted to RMB1.5 trillion, and is expected to reach RMB3.3 trillion in 2022, representing a CAGR of 22%, while China's personal consumer finance market would grow at a lower CAGR of 19% from RMB9.9 trillion in 2018 to RMB20.0 trillion in 2022, according to Oliver Wyman.

Figure 6: Forecasted outstanding balance of personal consumer finance in China, breakdown by channels

Source: Oliver Wyman Report

Within the online consumer finance market, there are two types of players, namely ecosystems-affiliated financial platforms and independent marketplace lending platforms. In 2018, the estimated outstanding loan balance of ecosystems-affiliated financial platforms and independent marketplace lending platforms in China were RMB0.9 trillion and RMB0.6 trillion, respectively. According to Oliver Wyman, among the independent marketplace lending platforms in China, our market share in the online consumer finance market was approximately 7.5% to 8.3%, in terms of the estimated outstanding loan balance as of December 31, 2018. Ecosystems-affiliated financial platforms established multi-licensed financial ecosystems and introduced their personal finance platforms. Independent marketplace lending platforms focus primarily on providing financing products, which enables them to provide comprehensive and diversified products covering different terms and sizes, and to develop a more sophisticated and adaptive risk management system. According to Oliver Wyman, among the independent marketplace lending platforms in China, 9F was the largest online consumer finance platform in terms of outstanding loan balance as of December 31, 2018.

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Figure 7: Ranking of top independent online consumer finance platforms by 2018 outstanding balance

Source: Oliver Wyman Report

Note: Ranking based on outstanding balance as of December 31, 2018; Ranking based on estimated data gathered from public sources, ranking may not reflect actual rankings. Ranking not including independent players whose main products are secured loans

Online Wealth Management Market

In China, online wealth management companies generally refer to service providers that carry multiple types of wealth management products including third-party products, spanning multiple asset classes. In 2018, the investable assets in China reached RMB167 trillion, and are expected to continue to increase at a CAGR of 10.7%, reaching RMB251 trillion as of 2022, according to Oliver Wyman.

According to Oliver Wyman, non-traditional financial institutions ("Non-TFI") have become an important part of the wealth management suppliers, handling assets under management ("AuM") of RMB7.1 trillion in 2018, representing 14% of the overall AuM in the market. The online Non-TFI managed an AuM of RMB4.3 trillion in 2018, accounting for 61% of Non-TFI wealth management market. The AuM of Non-TFI is expected to grow at a CAGR of 28.9% to reach RMB19.6 trillion by 2022, while the online market size will grow at a CAGR of 30.6% to reach RMB12.5 trillion, accounting for 64% of the overall AuM of all Non-TFI.

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Figure 8: Wealth management primary market share by different types of players

Source: Oliver Wyman Report

Figure 9: AuM of online Non-TFI wealth management

Source: Oliver Wyman Report

Note:

(1): Client assets for wealth management business

Three main types of players are currently sharing the online wealth management market space: (i) internet ecosystem owners providing third-party payment processing, cash management services and quasi fixed income products, (ii) online third-party brokers and information providers, and (iii) marketplace lending platforms that lend money to individuals or businesses through online services that match lenders directly with borrowers. Those different types of wealth management platforms have built different investor bases and investor perceptions. The online wealth management market in China has also grown significantly in recent years and is highly fragmented. According to Oliver Wyman, the estimated fixed income investment volume of China's independent online wealth management platforms in 2018 was approximately RMB1,656 billion. According to Oliver Wyman, among the independent marketplace lending platforms in China, our market share in the online wealth management market was approximately 7.9% to 8.5%, in terms of the estimated fixed income investment volume in 2018. According to Oliver Wyman, among the independent marketplace lending platforms in China, we were the largest online wealth management platform in terms of fixed income investment volume in 2018.

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Figure 10: Ranking of independent online wealth management platforms in terms of fixed income investment volume in 2018

Source: Oliver Wyman Report

Note:

(1): Ranking based on estimated data gathered from public sources, ranking may not reflect actual rankings. Transaction including primary and secondary market.

Technology Solutions for Merchant and Business Partners

The emerging online wealth management market and online consumer finance market also created the unique opportunities for third-party professional service suppliers, such as the enablement platforms providing technology solutions for merchant and business partners. As independent service providers, enablement platforms link, on one hand, major business ecosystems which are eager to develop their own loan products to monetize their large customer base, but are suffering from the lack of expertise and funding, and on the other hand, traditional financial institutions which are facing difficulties in locating quality assets during shifting to retail assets. Furthermore, as some enablement platforms hold industry leading technologies and know-hows of running effective and efficient risk assessment and deal management systems, they can also assist the traditional institutions and business ecosystems to quickly shape their new business model.

At present, the enablement markets are taken by a few major players. Their services range from white-label loan products service like providing typical POS credit and unsecured personal loans directly to ecosystems, to technical outsource service such as risk assessment solutions and account system structuring and maintenance. Due to their significant technical merit, they can provide advanced risk control solutions based on big data and artificial intelligence to produce accurate and efficient credit decisions, which is vital in the development of their clients' online financial service business.

Recent Regulatory Developments

Recently, PRC government authorities have issued several rules and regulations regarding the consumer finance market. Overall, the regulatory development leans towards the financial market deleverage and tighter regulation in consumer finance space. A tighter regulatory environment would

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benefit the compliant market participants by consolidating the market and pushing for the long-term development of the market. See "Regulation—Regulations Related to our Business Operation in China."

Both wealth management product providers and consumer finance product providers will be impacted by the abovementioned regulations. The new regulatory guidelines will drive out non-licensed service providers out of the market completely. Market participants who have always been in compliance with the relevant laws and regulations will survive the wave of consolidation and gain such market share as they can stay in the business and satisfy demands in a conforming approach. Investors will gravitate towards marketplace lending platforms for their high-yield products and those that have a strong track record in risk management and compliance will be able to capture market share due to their ability to provide sound high-yield products.

With stringent regulations in recent years, it has revealed more platforms with problems in operations. In June 2018, there is a second wave of closure of marketplace lending business, where in June alone about 100 platforms have stopped operations, due to fraud, excessive bad debts or inability to meeting regulatory standards. Currently, there are nearly 2,000 platforms in the market. However industry concentration is high. The outstanding loan balance of the top 100 platforms already make up about 80% of the total industry by the end of 2018. Therefore, platforms with strong risk management capabilities and branding will attract more borrowers and investors of high-yield products.

Overall, online finance service is strongly encouraged under the new regulations, while at the same time, clear guidelines are being set in place to consolidate the sector to a certain extent. Operating practices are being standardized and prohibitive guidelines are being issued to winnow out the unqualified players. This consolidation will provide larger established players with mature and competitive business model the opportunity to cement their market presence. Meanwhile, limited regulations of data usage and experimentation have allowed Chinese Fintech players to quickly iterate models, and the large Chinese user base has become a testing bed for innovation. This has catapulted China's fintech market past global peers in terms of technology as well as product adoption. As Chinese online platforms acquire significant operating experience and improve their risk management tools, they are more capable of exploring global opportunities and expanding into similar markets. For example, the well-tested Fintech infrastructure and know-how such as big data analytics and adoption of AI learning in risk management and customer acquisition could help Chinese Fintech players to quickly tailor its service in new markets, especially markets with limited credit infrastructure and a large population.

Key Success Factors in the Future Market

Future success in the digital financial account platforms are expected to be based on following key characteristics:

•: Large scale and comprehensiveness of services. Larger user base would bring multiple monetization options and faster accumulation of valuable data, which will in turn boost the development of the platform. Having a comprehensive set of appealing offerings, with the combination of proprietary in-house products and complementary third-party ones, is important in obtaining and maintaining loyal customers.
•: Strong technology capabilities. A strong capability of system structuring and data processing is the prerequisite for setting up a user-friendly platform, while constantly optimizing the algorism is vital in developing advanced risk assessment models. Meanwhile, access to the right data, and the ability to apply such data differentiates industry leaders from other participants. For enablement platforms, having the technical knowledge of connecting different platforms and legacy systems will be integral in provide seamless services.

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•: Strong track record. As the market is expected to be further consolidated, the competition of the high-quality assets and low-cost funding will be more and more intense. A strong track record will help the platform to stand out and be recognized by both borrowers and investors.
•: Easy access to funding. A lack of stable and cheap funding will be the bottleneck of growth for the consumer finance market participant. It is important for the suppliers to secure low cost funding by either forming closer collaboration with their investors or applying innovative funding models.

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BUSINESS

Overview

We deliver our products and services through an open ecosystem bringing together borrowers (consumers), investors, financial institution partners and merchant partners as illustrated below:

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funding partners had approved the funding limit in the aggregate amount of over RMB70 billion (US$10.4 billion) under our direct lending program. The percentage of loan origination volume funded by our institutional funding partners to our total loan origination volume has increased significantly from approximately 10.5% for the three months ended March 31, 2019 to 58.0% for the three months ended June 30, 2019. Our strengthened cooperation with financial institution partners may ease the pressure brought about by the continuing challenging regulatory environment that negatively affect the growth of our business.

We complement our loan products with diversified online wealth management products, which include a comprehensive suite of solutions designed to meet the evolving needs of our investors as they grow in wealth and sophistication, including fixed income, stock, insurance and mutual fund products. Fixed income products currently constitute a significant portion of the online wealth management products we offer, which are primarily delivered through our onshore and offshore platforms such as Wukong Licai, 9F Wallet and 9F Benben , as well as various other platforms such as CSJ Golden Bull , a leading fund rating and distribution platform in China in which we are a major shareholder. The revolving and non-revolving loan products we offer to borrowers and the fixed income products we offer to investors for our loan origination services are online lending information intermediary services for peer-to-peer lending and borrowing that are subject to the applicable PRC laws and regulations, which we refer to as "Online Lending Information Intermediary Services."

Our ecosystem brings together borrowers, investors, financial institution partners and merchant partners, each of whom contribute to, and benefit from the connectivity we provide as follows:

•: Borrowers . Our borrower base, which tends to be young, financially literate and underserved by traditional financial institutions, is drawn to our platform by the tailored user experience offered under One Card . We provide our borrowers with a single point from which to browse products on the One Card Mall and finance any transactions. The loan products we offer to borrowers are funded by investors and institutional funding partners. The number of active borrowers on our platform increased by 171.5% from approximately 1.3 million in 2016 to approximately 3.6 million in 2017, and decreased by 36.3% to approximately 2.3 million in 2018 due to the challenging regulatory environment negatively affecting the growth of our business. The number of active borrowers on our platform was 0.6 million for the three months ended March 31, 2019, representing a 40.0% decrease from 1.0 million for the same period in 2018 due to the continuing challenging regulatory environment.
•: Investors . We provide a comprehensive selection of investment products including fixed income products which were offered to fund the loans facilitated by us on our platform, stock, insurance and mutual fund products. The number of active investors on our platform increased by 66.5% from 0.7 million in 2016 to 1.2 million in 2017, and decreased by 28.6% to 0.9 million in 2018 due to the challenging regulatory environment negatively affecting the growth of our business. The number of active investors on our platform was 0.3 million for the three months ended March 31, 2019, representing a 31.1% decrease from 0.4 million for the same period in 2018 due to the continuing challenging regulatory environment. Our investors tend to re-invest with us, which is the recognition of the quality of our services and the trust in our platform and is evidenced by a repeat investment rate of 90.8% in 2018 and 87.1% for the three months ended March 31, 2019. We have served 3.0 million unique investors cumulatively since our inception through March 31, 2019 and the outstanding balance of client assets of fixed income products was RMB47.8 billion (US$7.1 billion) as of March 31, 2019.
•: Financial institution partners . We work with financial institution partners to provide funding to borrowers as well as insurance and guarantee protection to our investors. Our institutional funding partners, such as small and medium sized financial institutions, provide funds to our One Card users directly through our direct lending program. We enable our institutional funding

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partners to access our borrower base, through our strong risk management capabilities, and in most cases, in collaboration with an insurance company. We have been developing our direct lending program rapidly since 2018 and intend to cooperate with more institutional funding partners to further diversify our funding sources. As of June 30, 2019, our institutional funding partners had approved the funding limit in the aggregate amount of over RMB70 billion (US$10.4 billion) under our direct lending program. The percentage of loan origination volume funded by our institutional funding partners to our total loan origination volume has increased significantly from approximately 10.5% for the three months ended March 31, 2019 to 58.0% for the three months ended June 30, 2019. Our strengthened cooperation with financial institution partners may ease the pressure brought about by the continuing challenging regulatory environment that has negatively affected the growth of our business. We also cooperate with other financial institutions, including insurance companies and a third-party guarantee company to provide insurance and guarantee protection to our investors. An insurance company, when it is engaged under our direct lending program, provides credit insurance protection to institutional funding partners; on the other hand, it also benefits from our risk management capabilities to provide credit insurance on loans of high quality borrowers.

•: Merchant partners . Our merchant partners, including both online and offline consumer vendors across various consumption scenarios, work with us to drive sales and improve consumer engagement. We currently cooperate with more than three million merchant partners, most of which are connected through our One Card -linked China UnionPay payment channels. We primarily enable our merchant partners by driving transaction volumes through the integration of commerce and customer payment facilitation. We further enable our merchant partners through a software-as-a-service ("SaaS") offering, helping to optimize business processes including customer acquisition, marketing, product design and development, risk management and transaction processing.

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Our total net revenues increased from RMB2,260.7 million in 2016 to RMB6,741.8 million in 2017, and decreased to RMB5,556.5 million (US$828.0 million) in 2018. Our net income increased from RMB161.6 million in 2016 to RMB723.8 million in 2017, and further increased to RMB1,975.2 million (US$294.3 million) in 2018. Excluding the effect of share-based compensation expenses, our adjusted net income increased from RMB272.1 million in 2016 to RMB2,904.3 million in 2017, and decreased to RMB2,483.3 million (US$370.0 million) in 2018. See "Selected Consolidated Financial Data—Non-GAAP Financial Measures" for a reconciliation of net income to adjusted net income. Our total net revenues increased from RMB1,092.4 million for the three months ended March 31, 2018 to RMB1,204.0 million (US$179.4 million) for the same period in 2019. Our net income increased from RMB290.7 million for the three months ended March 31, 2018 to RMB527.4 million (US$78.6 million) for the same period in 2019. Excluding the effect of share-based compensation expenses, our adjusted net income increased from RMB412.3 million for the three months ended March 31, 2018 to RMB561.0 million (US$83.6 million) for the same period in 2019. See "Selected Consolidated Financial Data—Non-GAAP Financial Measures" for a reconciliation of net income to adjusted net income.

Business Metrics

We review a number of operating metrics, including the following, to evaluate our business, measure our performance and make strategic decisions:

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

	2016		2017		% ⁽¹⁾		2018	% ⁽¹⁾			2018		2019	% ⁽¹⁾
Transaction Volume
Loan Origination Volume (billion)		RMB13.9		RMB57.5		314.3	RMB45.6 (US$6.8)		(20.7	)		RMB14.3	RMB9.7 (US$1.4)		(32.1	)
Fixed Income Investment Volume (billion)		RMB32.5		RMB88.9		173.5	RMB82.2 (US$12.2)		(7.5	)		RMB23.7	RMB17.9 (US$2.7)		(24.6	)
Investors
Active Investors (million)		0.7		1.2		66.5	0.9		(28.6	)		0.4	0.3		(31.1	)
Repeat Investors (million) ⁽²⁾		0.5		0.7		28.1	0.6		(10.0	)		0.3	0.3		(16.6	)
Borrowers
Active Borrowers (million)		1.3		3.6		171.5	2.3		(36.3	)		1.0	0.6		(40.0	)
Repeat Borrowers (million) ⁽²⁾		0.3		2.1		521.5	1.9		(9.6	)		0.7	0.6		(15.5	)
Active Users
Active Users (million)		2.0		4.8		134.3	3.2		(34.3	)		1.5	0.9		(37.3	)
Acquisition Costs
New Investor Acquisition Cost ⁽³⁾		RMB162.7		RMB353.4		117.2	RMB655.1 (US$97.6)		85.4			RMB577.1	RMB312.1 (US$46.5)		(45.9	)
New Borrower Acquisition Cost ⁽³⁾		RMB32.5		RMB131.5		304.6	RMB204.0 (US$30.4)		55.1			RMB243.0	RMB324.0 (US$48.3)		33.3

Notes:

⁽¹⁾: Period over period growth is calculated based on numbers before rounding.
⁽²⁾: Repeat investors and repeat borrowers refer to investors and borrowers who made at least one transaction during a specified period and had made at least two transactions in total on our platform as of the end of such specified period.
⁽³⁾: New borrower and new investor refer to a borrower and an investor who made a transaction on our platform for the first time during a specified period, respectively. The cost is calculated by dividing our total costs incurred in acquiring new borrowers or investors by the number of new borrowers or investors, as appropriate, during the specified period. We acquired certain borrowers for our small- and micro-

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enterprises loan products offered in 2016, and these borrowers are excluded from the calculation of the new borrower acquisition cost set forth above, as we ceased to offer such loan products in 2016.

	As of December 31,											As of March 31,

	2016			2017			% ⁽¹⁾		2018	% ⁽¹⁾		2019	% ⁽¹⁾
Digital Accounts
Registered Users (million)		27.6			51.6			87.0	72.4		40.2	76.7		6.0
Approved Credit Limit
Approved Credit Limit (billion)	RMB	28.1			RMB84.4			200.3	RMB122.4 (US$18.2)		45.0	RMB128.9 (US$19.2)		5.3
Utilization Rate ⁽²⁾		54.9	%		54.1	%		—	42.5%		—	42.9%		—
Outstanding Credit Balance
Outstanding Loan Balance (billion)	RMB	15.4			RMB45.7			196.4	RMB52.0 (US$7.7)		13.7	RMB55.3 (US$8.2)		6.4
Client Assets
Client Assets of Fixed Income Products (billion) ⁽³⁾	RMB	14.9			RMB44.1			195.2	RMB46.8 (US$7.0)		6.2	RMB47.8 (US$7.1)		2.1
Users with Approved Credit Limit
Users with Approved Credit Limit (million)		1.6			5.4			227.9	7.5		38.0	7.8		4.9

Notes:

(1): Period over period growth is calculated based on numbers before rounding.
(2): Utilization rate is determined by a fraction whose numerator is the outstanding loan balance and denominator is the approved credit limit at a specified point of time.
(3): Client assets of fixed income products refer to the outstanding investment balance of fixed income products at a specified point of time.

Our Competitive Strengths

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

China's Leading Digital Financial Account Platform with Strong Brand Recognition

We are a leading digital financial account platform integrating and personalizing financial services in China.

•: Scale. We have served approximately 10.3 million unique users since our inception through March 31, 2019. Among the independent marketplace lending platforms in China, we are the largest online consumer finance platform in terms of outstanding loan balance as of December 31, 2018, and the largest online wealth management platform in terms of fixed income investment volume in 2018, according to Oliver Wyman. The scale provided by our footprint, we believe, provides us with a massive advantage in executing our growth strategies.
•: Comprehensive User Solutions. We provide our users with a comprehensive set of solutions including revolving loan products under One Card and diversified online wealth management offerings. We deliver our products through a seamless technology platform whose effectiveness is demonstrated, we believe, not only by our growth in registered users, but also by the high repeat investment rate. In 2018 and for the three months ended March 31, 2019, our repeat investment rates were 90.8% and 87.1%, respectively.
•: Brand. Through a twelve-year operating history and by leveraging a highly scalable platform with comprehensive user solutions, we have built an increasingly recognizable consumer brand in the industry. Apart from our propriety One Card brand, many applications of our investees and associated companies are also well recognized. For example, 58fangdai ( LE FANG , home improvement), Crayon (education) and Yimeijian (elective medical care), each of which is an installment lending service provider and are respectively ranked first or second, in their respective industry in terms of total outstanding loan balance by an independent platform in China as of December 31, 2018, according to Oliver Wyman.

We believe that our leading market position and strong brand recognition allow us to effectively attract users and partners, lower costs for borrowers, provide high-quality online wealth management products and create higher liquidity and thus reinforce our market position.

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Powerful Network Effects

•

Prolific Network. Our unique independent platform is grounded in what we believe is one of the most prolific networks in China, connecting approximately 2.3 million and 0.6 million active borrowers with millions of online and offline merchant partners, approximately 0.9 million and 0.3 million active investors and various strategic partners including China Taiping and PICC for 2018 and for the three months ended March 31, 2019, respectively.

•

Open Architecture. Our technology infrastructure allows us to efficiently manage and grow our platform, improving connectivity and enriching our value proposition over time for all stakeholders.

•

Virtuous Cycle. Powerful network effects compound the value proposition of our platform, transforming it into an ecosystem:

•: The one-stop user experience drives deeper penetration into our existing borrower base while also drawing new borrowers to our platform via word-of-mouth;
•: As we expand our value-added products and services such as personalized credit profiles, promotions and loyalty benefits, we develop deep and enduring relationships with our borrower base;
•: Our large borrower base, in turn, is increasingly attractive to our new and existing merchant partners, improving the quality and depth of available products;
•: The vast scale of our transaction volumes provides us with greater insights into user behavior allowing us to continuously upgrade our risk pricing models;
•: With significant transaction volumes, new and existing investors are able to build larger and increasingly diversified portfolios and more institutional funding partners are willing to fund the loans under our direct lending program, broadening and growing our funding sources at the same time.
•: Broader commitments from investors and institutional funding partners, backed by insurance and guarantee protection provided by our financial institution partners, allow us to facilitate more financing, in turn attracting more merchant partners and borrowers and improving unit economics through more points of monetization and lower acquisition costs.

Advanced Technology Capabilities

We have leveraged our origins as a consulting service provider to banks, and the experience afforded, to develop a robust technology infrastructure including the following:

•: Targeted User Acquisition. Our user acquisition process is data intensive, leveraging over 2,000 terabytes of data we have accumulated since our inception. By utilizing advanced data analytical tools, we are able to target high value users with more precision, helping to keep our user acquisition costs.
•: Automated Credit Decision. Our credit decision engine is highly automated. We leverage over 1,000 attribute-based rules to process up to 100,000 transactions per day, with real time model sample updates based on automatic pattern recognition. We also analyze multi-dimensional behavioral data which allows us to provide increasingly personalized offerings to our borrowers.
•: Operating Efficiency. Our technology infrastructure was built for the online channel, and the majority of our transactions are sourced and processed online. This brings us high operating efficiency evidenced by our efficient credit decision process which in turn allows us to realize attractive incremental margins as we scale.

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•: Risk Management. Our user acquisition and operating efficiency are powered by a dynamic and collaborative risk management system covering the entire loan lifecycle including fraud detection, credit assessment and decisioning and loan servicing. We employ our own proprietary, and in some cases artificial intelligence driven models of delinquency risk (Insight Credit Score Model), tiered pricing (Rainbow Rating) and fraud prevention, which when combined with the expertise we have gained through our collaboration with a reputable think tank, the China Academy of Sciences, and backed by the insurance and guarantee protection provided by financial institution partners, provides an effective risk management system as evidenced by our low delinquency rates.

We were awarded both the High-Tech Enterprise Award as well as the Financial Technology Innovation Award in 2017. As of March 31, 2019, we have registered 253 software copyrights with the PRC National Copyright Administration. We collaborate with the Institute of Automation under China Academy of Sciences and have jointly established an intelligent voice lab to strengthen and broaden our application of artificial intelligence technology in areas such as voice quality inspection and customer service. We also set up a smart finance center with the PBC School of Finance, Tsinghua University to integrate the application of artificial intelligence technology into finance.

Recurring and Capital Light Financial Model

We operate under a recurring and capital light financial model:

•: Highly Recurring. Our borrowers tend to utilize their One Card accounts regularly and on a revolving basis, gradually replacing the traditional role of debit and credit cards in financing routine consumer purchases. As One Card moves to the top of our borrowers' wallets, the borrower relationships become stickier, providing us a recurring and visible fee stream. In 2018, our average borrower completed over three transactions, borrowing RMB19.9 thousand (US$3.0 thousand) over the course of the period. During the three months ended March 31, 2019, our average borrower completed over 2.6 transactions, borrowing RMB15.6 thousand (US$2.3 thousand) over the course of the period.
•: Asset Light . We have access to both investors and financial institution partners. In this capacity we offer investors as well as financial institutions the opportunity to efficiently offer retail credit products and tap into the massive retail credit business. This translates into an asset light business model that allows us to control the size of our balance sheet, the extent of our credit exposure and allows us to limit the capital intensity of executing our growth strategy.
•: Track Record . Our loan origination volume increased by 314.3% in 2017 compared to 2016. Our loan origination volume decreased by 20.7% in 2018 compared to 2017 due to the challenging regulatory environment negatively affecting the growth of our business. Our loan origination volume further decrease by 32.1% for the three months ended March 31, 2019 compared to the same period in 2018 due to the continuing challenging regulatory environment. With additional scale, we strive to expand our operating margins, providing the opportunity to reinvest cash flows to drive our growth strategies.

Visionary and Experienced Management Team and Strong Shareholder Base

Our management team's vision, extensive and diverse financial industry experience and rich technological expertise are critical to our success.

•: Diverse Background . Our management and key employees have a strong combination of technology, finance, risk management and compliance expertise. Mr. Lei Sun, our founder and CEO, is a pioneer in China's consumer finance industry. Mr. Xiaojun Yang, our president, brings his rich industry knowledge and unique insights from his experience at Lufax.com , a leading

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financial technology platform and an associate of Ping An Insurance (Group) Company of China, and rich experience with various regulatory authorities such as the CSRC and the CBRC.

•: Track Record . The members of our senior management team respectively average more than ten years of experience in their respective business functions. This demonstrates the degree to which the current management team is responsible for building and sustaining our platform through cycles including China's consumer finance turbulence in 2015 and recent regulatory changes in the onlince consumer finance industry. This experience and track record is invaluable as we embark on the next stage of our growth.

We also have strong support from major investors including the investment arms of China Cinda Asset Management Co., Ltd., a large state-owned enterprise, and a fully licensed financial institutions providing a diversified array of financial products and services, and SBI Holdings Inc., a leading fintech holding company. This support extends to collaborations where we, for example, have entered into a memorandum of understanding with a subsidiary of SBI Holdings Inc. and an investment management company to launch a fund in 2019 to invest in financial technology companies.

Our Strategies

We intend to pursue the following strategies to grow our business:

Continue to Invest in Technology, Focusing on Artificial Intelligence and Technology Enablement

We plan to continue to make significant investments in developing technologies:

•: Artificial Intelligence. Artificial intelligence is the core to our technology strategies. We plan to continue to develop and apply artificial intelligence technologies to our digital financial platform. We have established an in-house artificial intelligence institute bringing together more than fifty experts recruited from both leading technology companies and academia. We believe that artificial intelligence will allow us to broaden consumption scenarios, optimize customer profiling, customize financial and e-commerce product recommendations and further automate our loan facilitation process so as to create a fully intelligent digital financial account system.
•: Risk Management and Security. We plan to extend our risk management leadership by continuing to invest in advanced capabilities around credit assessment and fraud detection. Importantly, this will allow us to continue to scale our platform, ensuring we have the infrastructure and sophistication to manage increasing volumes and complexity in a secure and compliant manner.
•: Emerging New Technologies. We will continue to explore the commercialization and application of emerging new technologies such as blockchain technology, including across loan transfer and trade finance.
•: Technology Enablement. Starting from the second half of 2018, we are strengthening our efforts in technology enablement by providing our advanced technologies such as artificial intelligence to empower our partners including financial institutions and companies of other various sectors in target marketing, automated credit decisioning, tiered pricing, anti-fraud modeling and loan collection. For example, in 2019, we expanded our cooperation with Spring Airlines, a Chinese airline listed in the Shanghai Stock Exchange (SH: 601021) with headquarter in Shanghai, to provide our advanced financial technology solutions in travel and leisure industry.

Continue to Build Our Ecosystem

We are dedicated to enhancing our ecosystem in the following respects:

•: Grow the Community. We intend to bring more borrowers, investors, financial institution partners and merchant partners to our ecosystem. This involves providing our borrowers more

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product choices with attractive financing terms, providing our investors a broader range of fixed income products as well as in stock investment, insurance and fund investments, and providing our merchant partners greater transaction volumes.

•: Foster High Quality Interactions. We will continue to improve the quality of interactions on our ecosystem. For instance, our emerging loyalty program is fostering a community of our premier users, encouraging regular digital engagement through which our entire ecosystem benefits as the nature of our user interactions becomes increasingly personalized, impactful and recurring.
•: Strategic Partnerships. We plan to strengthen our existing partnerships with strategic partners such as China UnionPay. In 2019, we expanded our cooperation with Spring Airlines, a Chinese airline listed in the Shanghai Stock Exchange (SH: 601021) with headquarter in Shanghai, to provide our advanced financial technology solutions in travel and leisure industry. At the same time, we seek to add new merchant partners to expand the breadth of our consumption scenario coverage, add new institutional funding partners to diversify our funding sources, and enhance our cooperation with financial institution partners in terms of insurance and guarantee protection.

Broaden Our Product Offerings

Our comprehensive product suite serves as the core of our platform, and as such we intend to develop and broaden it as follows.

•: Loan Products. We plan to broaden our offered consumption scenarios by consolidating more e-commerce platforms into our One Card system, while continuing to grow our offline footprint as China UnionPay's merchant coverage expands. At the same time, we will continue to anticipate our borrower's evolving credit needs and launch new loan products targeted to a broader borrower base.
•: Online Wealth Management Products. We aim to develop enhanced online wealth management products with risk-adjusted return profiles to meet the investment objectives of our investors, including more tailored online wealth management offerings with better investor protection. In particular, we plan to leverage our securities and insurance licenses to seek additional cross-sell opportunities for our online wealth management product lines including insurance brokerage services and the overseas stock investment products.
•: Emerging Loyalty Program. We plan to nurture our emerging loyalty program, which was launched in 2018 and involves an annual membership fee providing access to an enhanced suite of services.

Selectively Pursue International Expansion and Strategic Investment

We plan to selectively pursue international expansion and make strategic investments:

•: International Expansion. We have established operations in Hong Kong and Indonesia in 2016 and 2018, respectively, and plan to expand investment in Southeast Asia and establish deeper cooperation with local financial institutions where we see meaningful opportunities relating to the export of our advanced and robust technology capabilities. We expand our footprint overseas and have acquired businesses and established operations in countries of Southeast Asia covering Indonesia, Thailand, Philippines, Vietnam and Singapore. In particular, starting from 2019, driven by our strategy focusing on technology enablement, we have enhanced our business development in Indonesia, Thailand and Philippines, which allow us to cross sell more products and services and monetize our advanced and robust technology capabilities. Furthermore, in 2019, we established cooperation with the Thailand branch of Commerce International Merchant Bank, a major bank in Southeast Asia with headquarter in Kuala Lumpur, to provide our

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proprietary risk management technologies in tiered pricing and anti-fraud modeling. We have obtained a few key financial service licenses in Hong Kong, and we plan to apply for additional licenses that are critical for executing our business strategies. In addition, we will continue to invest in overseas research and development, tapping into local expertise, such as our research and development center in Silicon Valley.

•: Strategic Investment. We plan to selectively pursue strategic alliances, investments and acquisitions as a means to supplement or complement our organic growth. In particular, we may seek opportunities to strengthen our products and services, distribution and technology infrastructure.

Our Products and Services

Digital Financial Account

We offer a single digital financial account for each user on our digital financial account platform, providing a comprehensive range of financial products and services. Our digital financial account provides a one-stop digital solution for users to address many of their financial needs including online lending, online wealth management and payment facilitation.

In addition, our digital financial account platform lays the foundation for a convenient transition in our users' activities with us. While some of our users started as borrowers on our platform, as they continue to accumulate their personal wealth, they can also take advantage of our online wealth management products at later stages of their financial lifecycle. At the same time, investors may also tap into our loan products from time to time to finance their consumption at an affordable cost.

Loan Products

We offer loan products to borrowers. The loan products we offer to borrowers are funded by investors and institutional funding partners. Our loan products are generally unsecured. For revolving loan products and non-revolving loan products, our credit decisions are typically made within three minutes for first-time applicants and in real-time for repeat borrower drawdowns within the approved credit limits. Loan disbursements generally occur on the business day after the loan application is approved. For our revolving loan products, borrowers may take out multiple loans within their approved credit limits. These features are essential to meet the borrowers' time-sensitive and recurring financial needs.

As of December 31, 2016, 2017, 2018 and March 31, 2019, the total outstanding loan balance was RMB15.4 billion, RMB45.7 billion, RMB52.0 billion (US$7.7 billion) and RMB55.3 billion (US$8.2 billion), respectively.

Revolving Loan Products

We offer a revolving loan product through One Card . In approving a One Card user, we make the credit decision regarding whether to extend credit, how much credit to extend (the credit limit) and the borrowing cost based on our review of the user's credit profile. We conduct credit re-assessment for each drawdown of the revolving loan products and charge service fee for each drawdown. Please refer to "Business—Risk Management—Our Proprietary Credit Assessment Process—Proprietary Credit Scoring and Risk Pricing Models" and "Business—Risk Management—Our Proprietary Credit Assessment Process—Translating Credit Assessment into Pricing."

Our One Card users draw upon approved credit limits to make online and offline transactions with our merchant partners. The approved credit limits can also be drawn to meet the users' other financial needs.

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•: Online: Users can draw upon approved credit limits to purchase goods on the One Card Mall , our proprietary online shopping platform providing products from e-commerce platforms of merchant partners such as JD.com and NetEase. Users can also withdraw cash from the approved credit limits to meet other financial needs.
•: Offline: We partner with China UnionPay, China's largest card payment organization, as well as commercial banks to offer virtual credit solutions through which our users may draw upon approved credit limits for general offline payments to merchants connected by China UnionPay.

The approved credit limits of our revolving loan products do not exceed RMB200,000 (US$29,800.9). In 2016, 2017, 2018 and for the three months ended March 31, 2019, we originated RMB3.7 billion, RMB43.2 billion, RMB40.3 billion (US$6.0 billion) and RMB7.4 billion (US$1.1 billion), respectively, in revolving loan products, accounting for 26.4%, 75.1%, 88.4% and 76.4% of our loan origination volume during the same periods, respectively. The loans originated by us under our revolving loan products in 2016, 2017 and 2018 and for the three months ended March 31, 2019 had an annualized interest rate ranging from 7.0% to 16.0%, with an weighted average annualized interest rate of 11.3%, 10.4%, 11.5% and 11.5%, respectively. The weighted average sizes of the loans originated by us under our revolving loan products in 2016, 2017, 2018 and for the three months ended March 31, 2019 were RMB12,046, RMB7,960, RMB5,668 (US$844.6) and RMB5,533 (US$824.4), respectively. The applicable terms of our revolving loan products are 1 to 48 months, and the weighted average terms of our revolving loans originated in 2016, 2017, 2018 and for the three months ended March 31, 2019 were 24 months, 16 months, 23 months and 27 months, respectively.

We set user borrowing costs for our revolving loan products based on a proprietary, tiered credit pricing model. Please refer to "Business—Risk Management—Our Proprietary Credit Assessment Process—Proprietary Credit Scoring and Risk Pricing Models." Key factors include the borrowers' credit history, transactional behaviors and other underwriting factors.

For our revolving loan products, the typical borrowing cost payable by borrowers includes (i) interest payable to investors, (ii) service fees charged by us for our loan facilitation services and post-origination services, (iii) post-loan service fees payable to third party collection companies for loan collection services and arbitration services, and (iv) an insurance premium to be paid to the insurer or money contribution to the depository account which was set up by Guangdong Success, an independent third party, and supervised by PICC, and the guarantee fee to be paid to Guangdong Success for the guarantee services provided, as the case may be. Loan principal and interests are repaid on monthly basis. Prepayments require our pre-approval. We set prepayment fees at the rate negotiated with the borrower on a case-by-case basis. In 2016, 2017, 2018 and for the three months ended March 31, 2019, under our revolving loan products and non-revolving loan products, 1.5%, 7.2%, 7.0% and 14.0% of our loan originations by number of transactions were repaid prematurely, for which RMB0.6 million, RMB1.1 million, RMB2.1 million (US$0.3 million) and RMB556.7 thousand (US$83.0 thousand) of prepayment fees were charged. Borrowers are subject to penalty fees for late payment. Prepayment fees and penalty fees, each if applicable, are part of borrowing cost that a borrower is subject to. Prepayment fees and penalty fees for our Online Lending Information Intermediary Services are paid to the depository account, which was set up by Guangdong Success, an independent third party, and supervised by PICC. Please refer to "Business—Risk Management—Investor Protection Mechanism". Historically, prepayment fees and penalty fees for our Online Lending Information Intermediary Services were paid to us for certain of our loan products during certain periods of time. In early 2018, we gradually changed our practice and arranged the prepayment fees and penalty fees for our Online Lending Information Intermediary Services to be paid to the depository account to increase the cash available in the depository account and better protect the investors.

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Non-revolving loan products

We offer fixed-term loan products that cover key consumption verticals such as home improvement, education, elective medical care services and consumer electronics. These loan products are often offered by us in collaboration with leading consumption-based lending platforms, including:

•: Home Improvement: We offer home improvement loans through 58fangdai (LE FANG) , a leading home improvement installment loan provider and one of our investees. We work with housing agencies to provide rent financing to tenants through 58fangdai (LE FANG). 58fangdai (LE FANG) works with housing agencies to identify tenants with financing needs and refers them to us. The rent will be directly paid to the landlord for the tenants who successfully pass our risk assessment, and repayment will be collected every month. As landlords in major cities of China typically require prepayment of three to six months rent, our home improvement product provides our borrowers with a method to make monthly rent payment. According to Oliver Wyman, 58fangdai (LE FANG) ranked first in terms of total outstanding balance of home rental loans provided by independent platforms in China as of December 31, 2018.
•: Education: We work with Crayon , a brand we incubated and one of our subsidiaries, in offering education installment loans. According to Oliver Wyman, Crayon ranked first in terms of total outstanding balance of education related loans provided by independent platforms in China as of December 31, 2018.
•: Elective Medical Care Services: We work with Yimeijian , a brand we incubated and one of our subsidiaries, to offer elective medical care related loans. According to Oliver Wyman, Yimeijian ranked second in terms of total outstanding balance of cosmetic surgery related loans provided by independent platforms in China as of December 31, 2018.

The terms of our non-revolving loan products do not exceed 48 months. In 2016, 2017, 2018 and for the three months ended March 31, 2019, we originated RMB10.1 billion, RMB14.2 billion, RMB4.5 billion (US$0.7 billion) and RMB1.3 billion (US$0.2 billion) of non-revolving loan products, respectively, which represented 73.0%, 24.7%, 9.9% and 13.1% of our loan origination volume during the same periods, respectively. The loans originated by us under our non-revolving loan products in 2016, 2017, 2018 and for the three months ended March 31, 2019 had an annualized interest rate ranging from 6.0% to 19.0%, with a weighted average annualized interest rate of 11.4%, 9.0%, 9.3% and 10.5%, respectively. The weighted average sizes of the loans originated by us under our non-revolving loan products in 2016, 2017, 2018 and for the three months ended March 31, 2019 were RMB6,117, RMB5,968, RMB7,624 (US$1,136.0) and RMB8,691 (US$1,295.0), respectively. The applicable terms of our non-revolving loan for products are 1 to 48 months, and the weighted average terms of our non-revolving loans originated in 2016, 2017, 2018 and for the three months ended March 31, 2019 were 16 months, 15 months, 15 months and 21 months, respectively.

We price our non-revolving products similarly to how we price our revolving loan products. In addition, the repayment of loan principal and interests, and the payment of prepayment fees and penalty fees, if applicable, are similar to the same under our revolving loan products. See "Business—Our Products and Services—Loan Products—Revolving Loan Products."

Direct lending program

We also provide traffic referral services to institutional funding partners, and in most cases, in collaboration with an insurance company allowing the institutional funding partners to access to borrowers who passed our risk assessment. For details, please refer to "Business—Users and Partners—Financial Institution Partners—Institutional Funding Partners."

The typical borrowing cost payable by borrowers under our direct lending program includes (i) interest payable to our institutional funding partners, (ii) service fees charged by us until April 2019,

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and (iii) an insurance premium to be paid to the insurer. Loan principal and interests are repaid on monthly basis. Institutional funding partners approve the prepayments and set the rate of prepayment fees. Borrowers are subject to penalty fees for late payment. Prepayment fees and penalty fees, each if applicable, are part of borrowing cost that a borrower is subject to. Prepayment fees and penalty fees are paid to our institutional funding partners.

In 2016, 2017, 2018 and for the three months ended March 31, 2019, we originated RMB80.5 million, RMB109.6 million, RMB749.3 million (US$111.6 million) and RMB1,017.2 million (US$151.6 million) of loan products under our direct lending program, respectively, which represented 0.6%, 0.2%, 1.6% and 10.5% of our loan origination volume during the same periods, respectively.

Online Wealth Management Products

We offer a suite of online wealth management products to investors across our platforms, including Wukong Licai , 9F Wallet and 9F Puhui . Our original online wealth management product was a fixed income product representing the loans we facilitate. In 2017, we expanded our product suite to include onshore and offshore investment options including stock, insurance and mutual funds. Fixed income products currently constitute a significant portion of the online wealth management products we offer. We are also actively diversifying our online wealth management products by offering an increasing amount of other types of investment products such as stock, insurance and fund investment products.

Fixed income products

Our fixed income products represent investments in the loans we facilitate primarily through One Card . An investor can individually invest in the loans through our self-directed investing tool, or they can invest by leveraging our automated investing tool. We charge investors service fees. The minimum investment amount of our fixed income products is RMB100.0 (US$14.9).

In 2016, 2017. 2018 and for the three months ended March 31, 2019, we sold RMB32.5 billion, RMB88.9 billion, RMB82.2 billion (US$12.2 billion) and RMB17.9 billion (US$2.7 billion) in fixed income products, respectively. This represented a per-investor average of approximately RMB44.7 thousand, RMB73.5 thousand, RMB95.3 thousand (US$14.2 thousand) and RMB59.9 thousand (US$8.9 thousand), respectively during the same periods. The average annualized rates of return of our fixed income products were 9.6%, 9.6%, 8.7% and 8.0% in 2016, 2017 and 2018 and for the three months ended March 31, 2019, respectively.

Other onshore and offshore investment products

In 2017, we began offering, and expect to offer, an increasing amount of onshore and offshore investment products including stock, insurance and fund investment products:

•: Stock Investment: We engage in stock distribution and offer offshore stock investment products to provide investors with access to stock subscription and trading opportunities in Hong Kong through 9F Benben , a proprietary platform operated by 9F Primasia Securities. Through 9F Benben , we also provide investors with access to stock trading opportunities in the U.S.
•: Insurance: We offer offshore insurance products such as medical insurance products and education insurance products through 9F Wealth Management Limited, an insurance broker operating in Hong Kong, and plan to launch onshore insurance products through Jiuxing Insurance (a company incorporated in China and formerly known as Ruifeng Insurance ).
•: Fund Investment: We offer fund investment solutions through fund distribution platforms, notably CSJ Golden Bull , a nationally-recognized fund rating and distribution platform and also one of our associated companies.

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Investing Tools—Automated

Our investors can leverage our automated investing tools to invest in fixed income products. With our automated investing tools, an investor agrees to invest a specified amount of money (investment balance) to borrowers through our platform for a specified period of time (investment commitment period) with an expected rate of return. Once an investor commits funds using the tool, his or her funds are automatically allocated among approved borrowers. As an underlying loan is repaid within the investment commitment period, the realized funds will be automatically reinvested according to the investors' preset investing criteria. If an investment commitment period ends during the term of an underlying loan, we will facilitate the investor's exit on the investor's behalf by transferring his or her rights with respect to the underlying loans. Our automated investors tools will then arrange such loans to be funded by new investors making investments in our fixed income products, whom we match to the underlying borrower. There is no guarantee that the transfer of the underlying loans at the end of the investment commitment period will be arranged successfully.

We offer fixed-income products with investment commitment periods mainly ranging from three months to four years with expected rates of return ranging from 6.0% to 12.0% per annum and a minimum commitment amount of RMB100. An investor will be repaid the principal and interest at the end of the investment commitment period which is non-extendable. However, an investor may elect to reinvest his or her funds in the form of subscription for a new fixed-income product before or upon the end of the current investment commitment period.

If a cash-out request is made by an investor within the investment commitment period, we have discretion to handle the transfer request on a case-by-case basis. If the transfer is arranged successfully, the investor will receive the principal and the accrued interest as determined by the actual investment period. We charge an investor service fee for early termination. There is no guarantee that the reinvestment and the transfer request of a loan made within the investment commitment period will be arranged successfully.

For the three months ended March 31, 2019, the investments made through automated investing tools accounted for 100.0% of the total fixed income investment volume. As of March 31, 2019, the outstanding balance of investments made through automated investing tools accounted for approximately 99.994% of the total outstanding investment balance of fixed income products on our platform. In 2016, 2017, 2018 and for the three months ended March 31, 2019, the average investment commitment periods of our loans matched by our automated investing tools were 171.4 days, 184.9 days, 214.9 days and 241.8 days, respectively. In 2016, 2017 and 2018 and for the three months ended March 31, 2019, the average annualized rates of return for those investments were 9.6%, 9.6%, 8.7% and 8.0%, respectively.

Investing Tools—Self-directed

Our investors can also leverage our self-directed investing tool to invest in fixed income products. Our self-directed investing tool enables investors to manually select investment opportunities among approved borrowers posted on our platform. After selecting a desired loan, the investor then agrees to commit a certain amount of funds to a specific borrower through our platform until the maturity of the loan. Funds are transferred through the custodian bank from an investor's account to a borrower's account once the loan is fully subscribed. Any investor who wants to withdraw committed funds prior to the maturity of the loan may transfer his or her rights in the loan on his or her own initiative. There is no guarantee that the transfer requests made prior to the maturity of the loans will be arranged successfully. For the three months ended March 31, 2019, the investments made through self-directed investing tools accounted for 0.0% of the total fixed income investment volume. As of March 31, 2019, the outstanding balance of investments made through self-directed investing tools accounted for

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approximately 0.006% of the total outstanding investment balance of fixed income products on our platform.

Payment facilitation and other products and services

We help our One Card users pay credit card bills and household bills such as utilities bills using approved credit limits under One Card . In addition, we provide other value-added services including credit history search, debt consolidation and user referral services. We also provide our advanced technologies to our customers. Since 2019, we have started to engage in online direct sales of upscale products.

Our E-Commerce Channels

We have established e-commerce channels to connect our users and merchant partners, and facilitate loans. Users may purchase goods offered by third-party merchant partners on our One Card Mall , a proprietary online shopping platform of pre-approved merchants and products accessible via a user's mobile device. Our collective product suite is specifically oriented towards our financially literate, creditworthy user base and includes competitively-priced, albeit higher value, items across 11 major product categories such as electronics, fashion accessories, cosmetics, and outdoor apparel. We process the purchase orders placed through the One Card Mall by passing the relevant orders to the merchant partners and subsequently settle the payments to merchant partners. Our merchant partners, such as JD.com, are responsible for storage and delivery of products. This arrangement allows us to develop and grow our e-commerce channels without building our own fulfillment infrastructure for warehousing and delivery.

All purchases under our e-commerce channels are financed by the approved credit limits through One Card digital financial accounts. See "Business—Our Products and Services—Loan Products—Revolving Loan Products." Among the total number of our approved borrowers as of March 31, 2019, 10.0% had shopped on our One Card Mall at least once.

Our e-commerce channels are essential to our ecosystem connecting borrowers, merchant partners, investors and financial institution partners. Moreover, the e-commerce channels play integral roles in our risk management by tracking a borrower's use of loan proceeds while collecting behavioral data.

Users and Partners

Users are drawn to our platform for access to financial products, including loan products and online wealth management products, concisely delivered and managed through a digital financial account. Our platform encourages personal financial development and maturity, which we believe is evidenced by the fact that we are more often seeing borrowers evolve into investors on our platform. See "Business—Our Products and Services—Digital Financial Account."

Partners, both merchants and institutional funding partners, are drawn to our platform for access to our users in the context of a high quality ecosystem.

Our Borrowers

We aim to serve young and financially literate borrowers underserved by traditional financial institutions. The number of active borrowers increased from approximately 1.3 million in 2016 to approximately 3.6 million in 2017, and decreased to approximately 2.3 million in 2018 due to the challenging regulatory environment negatively affecting the growth of our business. The number of active borrowers for the three months ended March 31, 2019 was 0.6 million.

Our borrower base is young, with nearly 94.0% between 18 to 35 years old as of March 31, 2019.

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Our borrower base is geographically balanced through China. As of March 31, 2019, the borrowers from the ten largest provinces, with population representing approximately 56% of the total population in China, accounting for 59.2% of our borrower base.

Our Investors

Our investors directly invest through our online wealth management platforms which include Wukong Licai , 9F Wallet and 9F Puhui . The number of active investors increased from 0.7 million in 2016 to 1.2 million in 2017, and decreased to 0.9 million in 2018 due to the challenging regulatory environment negatively affecting the growth of our business. The number of active investors for the three months ended March 31, 2019 was 0.3 million.

As with our borrowers, our investors tend to be young with approximately 61.0% of our investors between 20 to 35 years old as of March 31, 2019.

Our investors are individually investing more over time. In 2017 and 2018, the average investment amount per investor was RMB73.5 thousand and RMB95.2 thousand (US$14.2 thousand) compared with RMB44.7 thousand in 2016. The average investment amount per investor was RMB59.9 thousand (US$8.9 thousand) for the three months ended March 31, 2019. As of March 31, 2019, approximately 3.4% of the investors maintained an investment balance above RMB500 thousand, up from 3.2% as of December 31, 2018.

We have consistently achieved high repeat investment rates. Our repeat investment rates were 91.2%, 84.3%, 90.8% and 87.1%, respectively, in 2016, 2017 and 2018 and for the three months ended March 31, 2019.

In 2016, 2017 and 2018 and for the three months ended March 31, 2019, our investors funded RMB13.8 billion, RMB57.4 billion, RMB44.9 billion (US$6.7 billion) and RMB8.7 billion (US$1.3 billion), respectively, in the loans we originated to borrowers, and not taking into consideration of reinvestments made by investors. As of March 31, 2019, our investors funded RMB53.9 billion (US$8.0 billion) of our total outstanding loan balance.

Financial Institution Partners

Financial institution partners include institutional funding partners under our direct lending program, and other financial institutions that provide insurance and guarantee protection to our investors and institutional funding partners.

Institutional funding partners

Starting from 2016, we began to diversify our funding sources by introducing institutional funding partners under our direct lending program. We referred qualified borrows directly to our institutional funding partners. Our institutional funding partners, after completing their internal risk assessment and loan approval procedures, made the final credit decisions and fund borrowers' loans directly.

In 2018, we upgraded our direct lending program introducing a tri-party cooperation model where we, PICC, when it is engaged as an insurance company providing credit insurance, and the institutional funding partner leverage each other's respective capabilities and to collectively deliver a competitive credit solution to borrowers. Our value proposition is enablement, where we provide our institutional funding partners access to a high quality borrower base as well as our risk management capabilities, and in most cases, in collaboration with PICC. PICC, when it is engaged, provides credit insurance to the institutional funding partners; meanwhile, PICC benefits from our risk management capabilities to provide credit insurance on loans of high quality borrowers. The institutional funding partners make the final credit decision based on a credit assessment and also fund and service the loans. We also provide services after loan origination such as repayment facilitation and loan collection. This is

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particularly valuable for small and medium sized financial institutions that tend to lack the scale and technology to effectively compete with the larger financial institutions. We charge service fees, while PICC, when it is engaged as an insurance company providing credit insurance, charges insurance premiums.

In 2016, 2017, 2018 and for the three months ended March 31, 2019, our institutional funding partners funded RMB80.5 million, RMB109.6 million, RMB749.3 million (US$111.6 million) and RMB1,017.2 million (US$151.6 million), respectively, in the loans we originated to our borrowers. We have been developing our direct lending program rapidly since 2018 and intend to cooperate with more institutional funding partners to further diversify our funding sources. As of June 30, 2019, our institutional funding partners had approved the funding limit in the aggregate amount of over RMB70 billion (US$10.4 billion) under our direct lending program. The percentage of loan origination volume funded by our institutional funding partners to our total loan origination volume has increased significantly from approximately 10.5% for the three months ended March 31, 2019 to 58.0% for the three months ended June 30, 2019. Our strengthened cooperation with financial institution partners may ease the pressure brought about by the continuing challenging regulatory environment that negatively affect the growth of our business.

Other financial institutions

We partner with China Taiping, PICC and Guangdong Success to provide insurance and guarantee services to investors for the loans we facilitate, strengthening the credibility of our platform. See "Business—Risk Management—Investor Protection Mechanism." Under our direct lending program, we provide institutional funding partners access to a high quality borrower base as well as our risk management capabilities, and in most cases, in collaboration with PICC; meanwhile, PICC benefits from our risk management capabilities to provide credit insurance on loans of high quality borrowers. See "Business—Users and Partners—Financial Institution Partners—Institutional Funding Partners."

Our Merchant Partners

We work with a large group of merchants as part of our commerce ecosystem. Merchant partners create consumption scenarios where a borrower will use an approved credit limit to transact with relevant merchant partners. Given our pricing power, in some cases, we earn revenue based on the difference between our negotiated product cost with the merchant and the price at which we execute a sale with the borrower.

As of March 31, 2019, we worked with approximately 124 merchant partners as part of our e-commerce channels on our One Card Mall , including JD.com and You.163.com, or Yanxuan operated by NetEase, each a well-known e-commerce platform in China. We also connect with various scenario service providers such as Youzu, a developer and publisher of online and mobile games.

Offline, we partner with China UnionPay, China's largest card payment organization, and select commercial banks to offer virtual credit solutions such that our One Card users can utilize their credit lines for general offline payments with more than three million merchants connected by China UnionPay. We also cooperate with offline merchant partners such as education institutions, elective medical care institutions and home improvement service providers to provide non-revolving loan products in key consumption verticals.

In addition, we provide our advanced technology to our merchant partners through a SaaS offering, helping to optimize their business processes across customer acquisition, marketing, product design and development, risk management and transaction processing. For example, we offer a SaaS system to Huaruntong, China Resources's O2O platform, to enable Huaruntong to offer unsecured loans to its customers at the point of sale through One Card digital financial account.

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Our Other Partners

•: User acquisition. We benefit from our cooperation with strategic partners to acquire investors, and benefit from our cooperation with merchant partners to acquire borrowers. For our cooperation with merchant partners, see "Business—Users and Partners—Our Merchant Partners."
•: Data. We cooperate with Ping An OneConnect under our direct lending program and jointly provide technology services to institutional funding partners in areas such as credit risk management and loan servicing. We also plan to work with data modeling service partners such as Talking Data and Alibaba Cloud to jointly build credit risk management models.

Our Platform and Typical Transaction Process

We provide a seamless and convenient technology enabled platform for all our users, including borrowers and investors, fostering a transparent marketplace while safeguarding each market participant's interests and data privacy.

Loan Facilitation—Borrower Transaction Process

The following diagram illustrates the transaction process of a typical loan which we facilitate for our Online Lending Information Intermediary Services:

Step 1: Initial Application

Prospective borrowers can initiate an application online at any time through our mobile apps or websites. The prospective borrower will be prompted to provide identification documents and other requested personal information such as PRC ID card details, a mobile phone number, educational level and bank account details. The prospective borrower will also be guided to authorize us to gain access to his or her credit history and other information from external source. See "—Risk Management—Our Proprietary Credit Assessment Process—Data Collection" for information we collect from potential borrowers.

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Step 2: Fraud Detection, Credit Assessment and Decision

Once a loan application is received, our system will perform a fraud detection analysis and credit assessment to render a credit decision. See "—Risk Management—Our Proprietary Credit Assessment Process" for detailed description of how we verify information we collect from prospective borrowers and conduct credit analysis. This process is fully automated and generally takes a few minutes to complete, except in instances where manual review is deemed necessary, which will generally take an additional three to five minutes. For declined borrowers, we may refer them to third-party platforms for a fee.

Step 3: Loan Listing and Funding

Once a loan application is approved, the prospective borrowers may request a loan amount and loan term within the credit limits granted. We facilitate the fulfillment of the requested loan by matching it to investment subscription requests made by our investors. We typically do not remove unsubscribed loans from our platform without the borrower's request, unless a loan has remained unsubscribed for the maximum period allowed under PRC laws.

Step 4: Loan Servicing

Upon the origination of a loan, borrowers will receive a repayment schedule. On or prior to each scheduled repayment date, borrowers are required to deposit sufficient funds into the custodian bank and authorize fund transfers to our corresponding investors. The custodian bank sets up separate accounts for borrowers and investors, and assumes fund depository functions including settlement and accounting management.

In the event of delinquency, collection services, arbitration services and third-party insurance and guarantee program are provided. For information regarding collection and arbitration, see "Business—Risk Management—Collection and Arbitration." For information regarding our third-party insurance and guarantee program, see "Business—Risk Management—Investor Protection Mechanism."

Investor Transaction Process

Step 1: Product Subscription

Investors open an account by submitting identification information and bank account details, including their PRC ID card details, mobile phone number, bank account number and the mobile phone number registered with the account-opening bank. Investors will then be informed of the risks in investing in various online wealth management products. For our fixed income products, we conduct a risk appetite review and categorize prospective investors into six major groups, to which different investment rules and limits shall apply.

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The following table sets forth a brief description of each of the six major risk appetite groups we assign our investors into and the relevant investment rules and limits:

Group	Description	Investment Rules and Limits ⁽¹⁾

Conservative	Investors not suitable for investment in our fixed income products.	Not allowed to make investment in our fixed income products.
Cautious	Risk averse investors focusing on retaining the value of their investment. They typically tend to accept low return in exchange for high liquidity and the preservation of their principal.	Limited to products with investment terms of no longer than 365 days. Maximum balance of investment: RMB5 million.
Prudent	Investors with limited tolerance of risk and strong sense of stop-loss. They typically select investment products offering either break-even or certain appreciation opportunities.	Limited to products with investment terms of no longer than 730 days. Maximum balance of investment: RMB10 million.
Balanced	Investors tolerant of mid-level risks. They typically choose investment products with certain appreciation potentials and mild fluctuations in value.	Limited to products with investment terms of no longer than 1,095 days. Maximum balance of investment: RMB30 million.
Proactive	Investors tolerant of mid- to high-level risks. They typically choose investment products with appreciation potentials and fluctuations in value.	Limited to products with investment terms of no longer than 1,460 days. Maximum balance of investment: RMB150 million.
Aggressive	Investors highly tolerant of risks. They are willing to make investments with high appreciation potentials as well as high fluctuations in value, and capable of accepting the loss of all principal.	Limited to products with investment terms of no longer than 1,460 days. Maximum balance of investment: RMB200 million.

Note:

(1): Re-investment amounts are not considered. Review result will be effective for one year, after which each investor will be re-categorized based on a follow-up risk appetite review.

Before making investment decisions, a prospective investor shall be presented information regarding an introduction to the products and the applicable rules for investing, holding and exiting, form agreements, an introduction to the investors' protection plans, and information regarding the loans to be funded, such as the borrower's desensitized personal information, the borrower's credit rating, loan amount, applicable interest and default penalties, loan term, repayment plan, use of loan proceeds. The investors shall have the discretion to choose among different investment programs based on the applicable investment commitment period and expected returns, as well as the investment amount.

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For fixed income products, investors need to deposit funds in our custodian bank prior to making any investments. Investors will elect to use either our automated or self-directed investing tool. For all other investment products, investors will self-direct investment choices.

Step 2: Investment Returns

For fixed income products, investors will receive investment returns upon loan maturity in the case of an investment utilizing the self-directed investing tools, or upon conclusion of the investment commitment period in the case of an investment utilizing the automated investing tools. See "Business—Our Products and Services—Online Wealth Management Products—Investing Tools—Self-directed" and "Business—Our Products and Services—Online Wealth Management Products—Investing Tools—Automated." As we only provide loan facilitation services, we do not guarantee investment returns. Guarantee and insurance services are provided by our strategic partners. See "Business—Risk Management—Investor Protection Mechanism."

For investments in other products such as stock, investors receive the investment returns after they sell the stock.

Risk Management

We operate a robust risk management platform extending across credit assessment, broad partner collaboration, efficient and compliant collection and arbitration process, and effective investor protection. Our risk management mission is to provide best-in-class credit assessment, fraud evaluation and product review, all within a streamlined, transparent and compliant workflow process.

Our Proprietary Credit Assessment Process

Data Collection

The foundation of our credit assessment process is data. This includes data accumulated since our inception and data provided by the prospective borrower through the loan application. In addition, we also utilize the credit data from external sources to verify the borrowers' information in compliance with industry practice.

Since our inception, we have built a comprehensive database of borrower profiles which we can use to evaluate individual loan applicants as well as identify fundamental credit trends that are broadly instructive to our underwriting process. We collect credit data from diversified external sources, such as government authorities and third-party data partners, as well as from our own aggregated data including actual credit performance of our existing borrowers. The typical information we collect from borrowers includes age, education level, marital status, occupation, credit history, and bank transaction history.

We make every effort to ensure the accuracy and reliability of the data we collect, as well as safeguard the privacy of such data. For example, we collaborate with third parties to verify the applicant's identity by confirming his or her name, ID number and mobile number to ensure data integrity. We also cross examine data we collect from different outside source to verify the transaction history data. The data we collect for each loan applicant will be utilized in our credit assessment process. See "Business—Risk Management—Our Proprietary Credit Assessment Process—Comprehensive Analysis Across Six Dimensions."

We combat fraud through proprietary advanced analytical methods, based on the information we collect, as well as working with our third-party data partners to access centralized databases of confirmed fraud cases, which serves as a critical and highly effective cross check of our own analyses. In addition, to effectively combat against fraudulent activities, we collect and analyze a borrower's

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behavior data, social network and other data with his or her permission. We use artificial intelligence technology to detect various fraudulent patterns in real time.

The process of transforming unstructured and disparate data sets into structured datasets of useful features is technology intensive and integrates elements of artificial intelligence and machine learning. We broadly apply artificial intelligence and machine learning across credit risk assessment, fraud detection and process optimization, including data collection and feature engineering. The final output is a credit assessment, based on predictive credit performance, integrating six dimensions of a user's credit profile with over 1,000 features.

Proprietary Credit Scoring and Risk Pricing Models

Our credit decisions are driven by a series of proprietary credit scoring models, collectively known as the Insight-Credit Score Model, which we believe represents one of our key competitive advantages. Our Insight-Credit Score model evaluates a potential borrower across six dimensions, leveraging 357 independent variables and 15 sub-models. The real-time nature of our modeling capabilities allows us to render a credit decision in seconds. Our Rainbow Rating system then translates the Insight-Credit Score into tiered credit approvals and pricing.

Comprehensive Analysis across Six Dimensions

The Insight-Credit Score Model evaluates underwriting variables, which we have found to be statistically significant, across six dimensions: applicant's demographics, internal credit history, external credit history, repayment capacity, social network, and online merchandise transaction history. These six dimensions allow us to evaluate both a borrower's willingness and ability to repay the loan on time.

Translating Credit Assessment into Pricing

Our Insight-Credit Score model makes an assessment of the credit delinquency risk of a prospective borrower in the form of a proprietary credit score called Insight-Credit Score. Our Rainbow Rating system, launched in March 2017, then translates the Insight-Credit Score into tiered credit approvals and pricing. Specifically, the Rainbow Rating divides eligible borrowers into seven grades represented by corresponding colors, namely red (lowest assessed delinquency risk), orange, yellow, green, blue, indigo and violet (highest assessed delinquency risk).

Loan applications by prospective borrowers classified as violet will usually be declined, while prospective borrowers falling under other credit rating grades will be considered and usually be assigned an approved credit limit and borrowing cost. The Rainbow Rating will be generated each time a borrower applies to draw down a loan, including a drawdown applied for by a repeat borrower for revolving loan products within his or her approved credit limit. For such repeat borrower, we consider his or her observed account behavior such as repayment history when we assign a Rainbow Rating.

Our Insight-Credit Score Model is developed and maintained by a dedicated team of more than 40 engineers and data scientists. Through real-time performance monitoring, we constantly evaluate the effectiveness of the variables we use to drive our models, while also searching to identify new variables and relationships to help render credit assessments.

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The following table sets forth a breakdown of the loan origination volume by us in 2017 by Rainbow Ratings and the credit performance of such loans as of March 31, 2019:

Rating	Description of the Rating ⁽¹⁾

Red	Mostly high rated across all six dimensions	0.9	3.8	%	3.15	%
Orange	Mix of high and above-average rated across all six dimensions	4.3	18.2	%	4.40	%
Yellow	Mix of above-average and average rated across all six dimensions	5.1	21.9	%	5.90	%
Green	Mainly average rated across all six dimensions	5.7	24.6	%	7.73	%
Blue	Mix of average and below-average rated across all six dimensions	4.1	17.4	%	10.19	%
Indigo	Mix of below-average and low rated across all six dimensions	2.1	8.9	%	13.88	%
Violet	Mainly low rated across all six dimensions	1.2	5.2	%	16.97	%

Total		23.3	100.0	%	8.00	%

Notes:

(1): The six dimensions refer to applicant's demographics, internal credit history, external credit history, repayment capacity, social network, and online merchandise transaction history.
(2): The loan origination volume represents the loan originations to which the Rainbow Rating system was applied. The Rainbow Rating system was launched in Mach 2017 and was gradually applied to the loans originated by us.
(3): M3+ Delinquency Rate is calculated as the result of weighted average by volume of the quarterly M3+ delinquency rates by vintage as of March 31, 2019.

The following table sets forth a breakdown of the loan origination volume by us in 2018 by Rainbow Ratings and the credit performance of such loans as of March 31, 2019:

Rating	Description of the Rating ⁽¹⁾

Red	Mostly high rated across all six dimensions	4.6	10.1	%	1.38	%
Orange	Mix of high and above-average rated across all six dimensions	10.3	22.5	%	2.35	%
Yellow	Mix of above-average and average rated across all six dimensions	12.2	26.7	%	2.39	%
Green	Mainly average rated across all six dimensions	9.8	21.4	%	3.48	%
Blue	Mix of average and below-average rated across all six dimensions	4.4	9.7	%	3.55	%
Indigo	Mix of below-average and low rated across all six dimensions	2.4	5.3	%	3.64	%
Violet	Mainly low rated across all six dimensions	2.0	4.3	%	4.59	%

Total		45.6	100.0	%	2.79	%

Notes:

(1): The six dimensions refer to applicant's demographics, internal credit history, external credit history, repayment capacity, social network, and online merchandise transaction history.
(2): The difference between the sum of loan origination volume of each rating and the total origination volume was due to rounding.
(3): M3+ Delinquency Rate is calculated as the result of weighted average by volume of the quarterly M3+ delinquency rates by vintage as of March 31, 2019.

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Fraud Detection empowered by Artificial Intelligence

We combat fraud through a combination of data-driven technologies and analytical methods. At our inception our initial fraud assessments were largely based on known fraud patterns, and served as a foundation to build the comprehensive infrastructure we employ today:

•: Social Network: We are able to efficiently identify fraud schemes and criminal organizations by evaluating a prospective borrower's publicly observable social network information.
•: Pattern Recognition: Largely through machine learning, we have trained our models to identify data anomalies and patterns indicative of fraud. For instance, we can match the circumstances of a fraud application with previously observed fraud schemes.

If the information provided by a prospective borrower combined with the outputs from our model is insufficient to automatically render a decision on fraud risk, the loan application will be subjected to manual review.

Collection and Arbitration

We have developed a systematic process to manage loans in delinquency. When a loan becomes past due for over one day, the loan enters our collection process. For the first 90-day collection period, the loan is managed by both of us and third party collection companies. If a loan remains overdue after the 90-day period, we typically outsource loan collection to third party collection companies. Collection tactics include text message reminders, phone calls and legal letters and are utilized intermittently on a case-by-case basis.

In addition, disputes arising from, and in relation to the loans facilitated under our Online Lending Information Intermediary Services may be submitted online to arbitration commissions. Such arbitration mechanism provides an efficient and private solution to manage the collection of delinquent loans.

Investor Protection Mechanism

Prior to August 2016, we offered investors protection service in the form of a quality assurance fund, whereby we charged borrowers quality assurance fund at a floating rate of the loan principal and deposited the quality assurance fund in our custodian bank account. In addition, if the loan repayment proceeds we received from the borrowers were higher than the expected return of the investors, the higher portion would be deposited in our custodian bank account in the form of quality assurance fund. If a loan became pass due for a certain period, we would use the quality assurance fund deposited in the custodian bank account to repay the loan principal and accrued interest to the affected investor. According to our agreements with investors, our contractual obligation for repayment of default loans was limited to the amount of quality assurance fund balance deposited in our custodian bank account.

In August 2016, we began to replace the former quality assurance model with an investors' protection plan featured third-party insurance and guarantee protection mechanism. We gradually transferred the entire historical balance of the quality assurance fund from our own custodian bank account to the depository account, which was set up by Nanfeng Guarantee and supervised by China Taiping. Under this investors' protection plan, a portion of borrowers were required to pay both money contributions to the depositary account and insurance premium to China Taiping. If a loan became past due for a certain period, Nanfeng Guarantee would use the cash available in the depository account to repay the investors up to the total amount of principal and accrued interest. If the total amount of the money in the depository account was not sufficient for full repayment to the investors, China Taiping will protect the investors up to the amount representing a certain percentage of the insurance premiums paid by the borrowers. Borrowers not participating in the Taiping insurance program were required to pay money contributions to the depository account, which was set up by Nanfeng

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Guarantee and supervised by China Taiping. If a loan became past due for a certain period, Nanfeng Guarantee would use the cash available in the depository account to repay the investors up to the total amount of principal and accrued interest until the depletion of the cash available in the depository account.

In September 2017, we began gradually replacing the previous investors' protection plan with an enhanced investors' protection plan. Under this enhanced investor protection plan, at the inception of the majority of loans with terms of no more than 12 months, we would require the borrower to pay the insurance premium to China Taiping. If a loan became past due for a certain period, China Taiping would protect investors up to the full amount of principal and accrued interest. All borrowers with loan terms of over 12 months, and all borrowers with loan terms of no more than 12 months but not participating in our Taiping insurance program, were required to make money contributions to the depository account, which was set up by Nanfeng Guarantee and supervised by China Taiping. If a loan became past due for a certain period, Nanfeng Guarantee would use the cash available in the depository account to repay the affected investor up to the total amount of principal and the accrued interest until the depletion of the cash available in the depository account.

In January 2018, we announced further upgrades to the enhanced investors' protection plan. Under the upgraded investors' protection plan, at the inception of the majority of loans with terms of no more than 12 months, we require the borrower to pay insurance premium to either China Taiping or PICC with whom we began collaborating in March 2018. If a loan pasts due for a certain period, China Taiping or PICC will protect investors up to the full amount of the principal and accrued interest. China Taiping's insurance protection obligation under our Taiping insurance program with respect to loans with terms of no more than 12 months that we facilitated between September 18, 2017 and May 15, 2018 will be fulfilled on August 15, 2019. PICC has provided insurance protection to all the new loans with terms of no more than 12 months that have been originated since May 2018 and covered by the insurance protection plan. For the remainder of the loans with terms of no more than 12 months, we require the borrowers to pay money contributions to the depository account, which was set up by Guangdong Success, an independent third party, and supervised by PICC. If a loan pasts due for a certain period, Guangdong Success will use the cash available in the depository account to repay the investors up to the total amount of principal and the accrued interests until the depletion of the cash available in the depository account. For loans with terms of over 12 months, we require the borrower to pay money contributions to the depository account, and pay guarantee fee to Guangdong Success for the guarantee services provided. If a loan becomes past due for a certain period, Guangdong Success will use the cash available in the depository account to repay the total amount of principal and accrued interests of the investors until the depletion of the cash available in the depository account. If the cash available in the depository account is insufficient, Guangdong Success will repay the investors up to five times of the guarantee fee paid by the borrowers.

Historical credit performance

Our robust risk management capabilities enable us to achieve high credit performance as evidenced by our low delinquency rates. Please refer to "Management's Discussion and Analysis of Financial Condition and Results of Operations—Loan Performance Data" for details.

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Information Technology and Data Protection

Our success is, in part, dependent upon our strong, secure and scalable technological capabilities across data science, artificial intelligence and cloud computing. Principal components of our advanced information technology include:

•

Data science. Data science is at the heart of our business:

•: We have massive data sets. As of March 31, 2019, we have accumulated over 2,900 terabytes of data since our inception and each day, on average, we accumulate an additional 247 gigabytes.
•: Our data mining and user behavior analytical capabilities allow us to build a comprehensive credit profile for each borrower for the purpose of assessing both credit needs and delinquency risk.
•: We leverage advanced analytical methods such as artificial intelligence specifically machine learning around data analysis. Critical applications include fraud detection, optimization of resource allocation and improvement of operational efficiency.

•

Security. We are committed to maintaining a secure online platform:

•: We carefully protect user information. For any transmission of user information, we use data encryption to ensure confidentiality. We employ data slicing and distribute the storage of a user's data points across several servers. The encryption of our applications is reinforced to prevent any attempt of de-coding or counterfeiting.
•: We have built a firewall that monitors and controls incoming and outgoing platform traffic and defends against distributed denial-of-service attacks. Once any abnormal activity is detected, our system will immediately notify our IT team while automatically activating our third-party traffic control service to prevent any harm to our platform.
•: We have adopted a series of policies on internal controls over information systems, including physical security measures, such as entry and equipment control, and network access management, such as identification, authentication and remote access control.
•: We conduct periodic reviews of our technology platform, identifying and correcting problems that may undermine our system security.

•

Cloud-based services and computing capabilities. We employ cloud-based computing for our user-facing systems and services. This ensures our systems can scale with our growth, that we can remain flexible with limited maintenance and that we can customize certain applications where necessary. As of March 31, 2019, we have deployed 2,578 servers with 4,579 terabytes of storage space, supported by an optimized algorithm of border gateway protocol, which enables us to quickly adjust resources to meet fluctuating or unpredictable system demands.

•

Artificial intelligence. We have invested considerably in the research and development of artificial intelligence. We have established an in-house artificial intelligence institute bringing together more than fifty experts recruited from both leading technology companies and academia. We also collaborate with the Institute of Automation under China Academy of Sciences and have jointly established an intelligent voice lab to strengthen and broaden our application of artificial intelligence technology in areas such as voice quality inspection and customer service, and collaborate with PBC School of Finance, Tsinghua University and have jointly established a smart finance center to integrate the application of artificial intelligence technology into finance. We have commercially applied artificial intelligence technology not only in fraud detection but also in smart customer service and automatic product recommendations. For example, we have successfully deployed customer service robots to answer questions from our users.

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•: System stability. Our system infrastructure is primarily hosted within data centers at two separate locations in Beijing and Hangzhou. We maintain redundancy through a real-time multi-layer data backup system to ensure the reliability of our network. Our platform adopts modular architecture that consists of multiple connected components, each of which can be separately upgraded and replaced without compromising the functionality of other components. This makes our platform both highly reliable and scalable, and prevents potential system failures caused by system error of a single component. The availability ratios of our system, representing the percentage of the normal operation time of our system in one year, are 99.99%, 99.98%, 99.97% and 99.98% in 2016, 2017 and 2018 and for the three months ended March 31, 2019, respectively.
•: Scalability. With modular architecture, our platform can be easily expanded as data storage requirements and user visits increase. In addition, load balancing technology helps us improve distribution of workloads across multiple computing components, optimizing resource utilization and minimizing response time. Backed by the reliability and scalability of our platform, and powered by our artificial intelligence technology, we have the capacity to handle 71.1 thousand transactions per second as of the date of this prospectus. Today, we process approximately 9.9 million transactions per day on average, with peak volumes of approximately 60.9 million daily transactions.
•: Automation and blockchain technology. Our credit decision engine is highly automated. We leverage over one thousand attribute-based rules, with real time model sample updates based on automatic pattern recognition. We also analyze multi-dimensional behavioral data which allows us to provide increasingly personalized offerings to our borrowers.

In addition to the foregoing technologies we employ to support our highly automated platform, we have taken various measures to ensure uninterrupted operation of our platform. For example, we adopt self-healing technology enabling our system to perceive malfunctions and make necessary adjustments to restore normal operational capacity without human intervention. Also, our system integrates with systems of the multiple data providers who serve as backups for each other. If services provided by one data provider are suspended, our system will shift to the backup sources automatically to ensure no interruption to our operation.

Lastly, we are investing in the commercialization and application of emerging new technologies such as blockchain technology, including across loan transfer and trade finance. We currently focus on alliance chain technology and public blockchain technology.

Sales and Marketing

We benefit from a large user base and strong brand recognition in China, helping to drive word-of-mouth marketing. As a supplement to word-of-mouth marketing, we also employ advertising campaigns through online marketing channels, including:

•: General online marketing. Our general online marketing relies mainly on data driven search engine marketing and displaying advertisements on portal websites. In addition, we promote our brand and software through our corporate pages on popular interactive social media platforms. For example, Wukong Licai , our first mobile application for online wealth management, acquired its first one million users within only three months after its initial launch through our successful social media campaign conducted on WeChat.
•: Online video platforms. We collaborate with a number of major television producers and online video platforms to conduct brand promotion, often targeting where we can match our target demographics with the audiences of television and video audiences.

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•: Loyalty program. We launched a loyalty program in 2018 under which the subscriber pays an annual membership fee of RMB199 (US$29.7) or RMB1,999 (US$297.9) to gain access to an enhanced suite of services ranging from premier loan products and online wealth management products and non-financial benefits such as the express check-in at the airport for a one-year period. We intend to grow our subscriber base as we scale since we view it as a significant future contributor to traffic and product volumes.
•: Partner referrals. We acquire certain users through partner referrals. See "Users and Partners—Our Other Partners—User Acquisition."

Internationalization

We have established operations in Hong Kong and Indonesia and plan to expand investment in Southeast Asia and establish deeper cooperation with local financial institutions where we see meaningful opportunities relating to the export of our advanced and robust technology capabilities. We expand our footprint overseas and have acquired businesses and established operations in countries of Southeast Asia covering Indonesia, Thailand, Philippines, Vietnam and Singapore. In particular, starting from 2019, driven by our strategy focusing on technology enablement, we have enhanced our business development in Indonesia, Thailand and Philippines, which allow us to cross sell more products and services and monetize our advanced and robust technology capabilities. Furthermore, in 2019, we established cooperation with the Thailand branch of Commerce International Merchant Bank, a major bank in Southeast Asia with headquarter in Kuala Lumpur, to provide our proprietary risk management technologies in tiered pricing and anti-fraud modeling. We have obtained a few key financial service licenses in Hong Kong, and we plan to apply for additional licenses that are critical for executing our business strategies. In addition, we have established our overseas research and development center in Silicon Valley to develop our artificial intelligence and emerging blockchain technologies, and we will continue to invest in overseas research and development.

Competition

The industries we are operating in are competitive and evolving. It provides a new means for borrowers to obtain financing and for investors and institutional funding partners to seek new investment and lending opportunities. With respect to loan products, we compete with market players such as traditional financial institutions, small loan companies, e-commerce driven installment platforms and other independent consumer finance platforms; with respect to online wealth management products, we compete with market players such as internet ecosystem owners providing cash management and quasi fixed income products, online third-party financial brokers and information providers, and marketplace lending platforms. Some of our larger competitors have significantly more financial, technical, marketing and other resources than we do and may be able to devote greater resources to the development, promotion, sale and support of their development. Our competitors may also have more extensive borrower or investor bases, greater brand recognition and brand loyalty and broader partner relationships than us. We believe that our ability to compete effectively for borrowers, investors and partners depend on many factors, including the variety of our products and services, user experience on our platform, effectiveness of our risk management, our technological capabilities, the risk-adjusted returns offered to investors, our partnership with third parties, our marketing and selling efforts and the strength and reputation of our brand.

Furthermore, as our business grows, we face significant competition for highly skilled personnel, including management, engineers, product managers and risk management personnel. The success of our growth strategies depends in part on our ability to retain existing personnel and add additional highly skilled employees.

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Employees

We had 8,166, 2,950, 1,649 and 1,516 employees as of December 31, 2016, 2017 and 2018 and March 31, 2019. Our employees decreased significantly in 2017 due to the improved efficiencies resulting from the increasing amount of loans facilitated online and our implementation of artificial intelligence technology. Almost all our employees are located in China. The following table sets forth the numbers of our employees categorized by function as of December 31, 2018 and March 31, 2019.

	As of December 31, 2018					As of March 31, 2019

	Number		% of Total Employees			Number		% of Total Employees
Functions:
Product and technology		860		52.2	%		858		56.6	%
Risk management		136		8.2	%		133		8.8	%
Business operation		250		15.2	%		156		10.3	%
Sales and marketing		208		12.6	%		105		6.9	%
General administration		195		11.8	%		264		17.4	%
Total		1,649		100.0	%		1,516		100.0	%

As required by laws and regulations in China, we participate in various employee benefits plans that are organized by municipal and provincial governments, including, among other things, housing fund, pension, medical insurance and unemployment insurance. We are required under PRC law to make contributions to employee benefit plans at specified percentages of the salaries, bonuses and certain allowances of our employees, up to a maximum amount specified by the local government from time to time.

We typically enter into standard employment, confidentiality and non-compete agreements with our senior management and core personnel. These contracts include a standard non-compete covenant that prohibits the employee from competing with us, directly or indirectly, during his or her employment and for two years after the termination of his or her employment, provided that we pay compensation equal to 50% of the employee's salary during the restriction period.

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

Properties and Facilities

Our principal executive offices are located on leased premises comprising approximately 23,701.9 square meters in Beijing, China. Our principal executive offices serve as our management headquarters and center of research and development, human resources and administrative activities. In addition to our headquarter in Beijing, we also have material branches in Shanghai, Shenzhen, Hong Kong, and Silicon Valley for online wealth management, risk management operations, stock investment and research and development, respectively. All those material branches are based on leased properties and these leases together comprise approximately 33,622.9 square meters in China, and 864 square meters in Hong Kong and 678.5 square meters in Thailand and Indonesia. All our branch offices are leased from independent third parties, and we plan to renew these leases from time to time as needed. We own a building of approximately 2,000 square meters in Xinjiang, China to operate our One Card related business.

Our servers are mainly hosted in leased internet data centers in different geographic regions in China. The majority of these data centers are owned and maintained by internet data center providers. We typically enter into leasing and hosting service agreements that are renewed periodically with these internet data center providers. We believe that our existing facilities are sufficient for our current needs and we will obtain additional facilities, principally through leasing, to accommodate our future expansion plans.

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Intellectual Property

We rely on a combination of copyright, trademark and trade secret laws and restrictions on disclosure to protect our intellectual property rights. As of March 31, 2019, we have registered 229 trademarks with the Trademark Office of the SAIC of the PRC, 253 software copyrights with the PRC National Copyright Administration, and 211 domain names. Furthermore, we are in the process of applying for trademark registrations in Hong Kong, Indonesia, Thailand and Philippian. In addition, we were awarded both the High-Tech Enterprise Award as well as the Financial Technology Innovation Award in 2017.

Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy or otherwise obtain and use our technology.

In addition, third parties may initiate litigation against us alleging infringement of their proprietary rights or declaring their non-infringement of our intellectual property rights. See "Risk Factors—Risks Related to Our Business and Industry—We may not be able to prevent unauthorized use of our intellectual property, which could reduce demand for our services, adversely affect our revenues and harm our competitive position." and "Risk Factors—Risks Related to Our Business and Industry—We may be subject to intellectual property infringement claims, which may be expensive to defend and may disrupt our business and operations."

Insurance

We do not currently maintain any property insurance, other than insurance provided for our Hong Kong office premises under the name of 9F Primasia Securities. As is typical in China, we do not maintain business interruption insurance or general third-party liability insurance, nor do we maintain product liability insurance or key-man insurance. See "Risk Factors—Risks Related to Our Business and Industry—We may not have enough business insurance coverage."

Legal Proceedings

We are currently not a party to any material legal or administrative proceedings. We may from time to time be subject to various legal or administrative claims and proceedings arising in the ordinary course of business. Litigation or any other legal or administrative proceeding, regardless of the outcome, is likely to result in substantial cost and diversion of our resources, including our management's time and attention.

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REGULATION

This section sets forth a summary of the most significant laws, rules and regulations relevant to our business and operation in China and Hong Kong and our shareholder's rights to receive dividends and other distributions from us.

Regulations Related to Our Business Operation in China

Regulations Related to Online Lending Information Intermediary Services

Due to the relatively brief history of the online lending information intermediary services in China, the regulatory framework governing the industry has not developed comprehensively. Since mid-2015, the PRC government and relevant regulatory authorities have issued various laws and regulations governing the industry. However, the interpretation and implementation of some of these laws and regulations remain uncertain and may be subject to further detailed guidance to be promulgated by the regulators. See "Risk Factors—Risks Related to Our Business and Industry—The laws and regulations governing the industries we operate in in China are developing and evolving and subject to changes, and our operations and products have been and may need to continue to be modified to ensure full compliance with applicable laws and regulations. If any of our business practice is deemed to violate any applicable laws, regulations or requirements of regulatory authorities, our business, financial condition and results of operations may be materially and adversely affected."

On July 18, 2015, ten PRC regulatory agencies, including the PBOC, the MIIT, the CBRC, and other relevant government authorities, promulgated the Internet Finance Guidelines. The Internet Finance Guidelines defines peer-to-peer lending and borrowing, or P2P lending, as direct loans between lenders and borrowers through an online platform, which shall be governed by the Contract Law of the PRC, the General Principles of the Civil Law of the PRC, and related judicial interpretations promulgated by the Supreme People's Court. The Internet Finance Guidelines specifies that CBRC is responsible for the administration of the P2P lending industry. Pursuant to the Internet Finance Guidelines, online lending information intermediaries shall act as an intermediary to provide information exchange, matching, credit assessment and other intermediary services for P2P lending which occurs directly between individuals. The online lending information intermediaries shall not engage in illegal fund-raising, nor shall they provide any credit enhancement service. The Internet Finance Guidelines also requires the online lending information intermediaries to separate funds of the borrowers and lenders from its own funds and set up custody accounts with banks to hold funds of the borrowers and lenders.

On April 12, 2016, the General Office of the State Council issued the Circular of the General Office of the State Council on Issuing the Implementation Plan of the Special Rectification of Internet Financial Risks, or the Implementation Plan, which, among other things, sets forth certain principles for online lending information intermediaries, including that they shall not set up capital pools or provide loans, finance for themselves, promise on repayment of principals and interests, or engage in offline marketing. By issuing the Implementation Plan, the General Office of the State Council started to launch a campaign to rectify risks in and to regulate the internet finance industry, including the online lending information service industry. On April 13, 2016, CBRC issued the Circular on Issuing the Implementation Plan of the Special Rectification of P2P Lending Risks, or the P2P Implementation Plan, to further specify certain criteria and principles for the rectification and regulating of online lending information intermediaries.

On August 17, 2016, CBRC, MIIT and other relevant government authorities published the Interim Measures, setting out a legal framework for the entire P2P lending industry. The Interim Measures categorizes online lending information intermediaries as financial information intermediary institutions that are engaged in P2P lending information intermediary services and provide borrowers and lenders with information collection, information publication, credit assessment, information exchange, loan facilitation and other intermediary services mainly through the internet.

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According to the Internet Finance Guidelines and the Interim Measures, intermediaries that provide online lending information services may not engage in certain activities, including, among others, (i) holding investors' fund or setting up capital pools with investors' fund, (ii) providing security or guarantee to investors as to the principals and returns of the investment, (iii) issuing or selling any wealth management products, (iv) splitting the terms of any financing project, and (v) promoting its financial products on physical premises. The Interim Measures also require the intermediaries that provide online lending information services to strengthen their risk management, enhance screening and verifying efforts on the borrowers' and investors' information, and to set up custody accounts with qualified banks to hold user funds.

Any violation of the Interim Measures by an online lending information intermediary may lead to certain penalties as determined by applicable laws and regulations. If the applicable laws and regulations are silent on the penalties, the competent regulators may impose penalties in accordance with the Interim Measures, which include but are not limited to warning, rectification, tainted credit record and fines up to RMB30,000 (US$4,470.1). If any online lending information intermediary established prior to the implementation of the Interim Measures fails to comply with the Interim Measures, such online lending information intermediary shall make rectification within a 12 month window.

Our platform, Jiufu Puhui , operated by Beijing Jiufu Puhui Information Technology Co., Ltd., a subsidiary of one of our variable interest entities, is engaged in online lending information intermediary services. To comply with existing laws, regulations, rules and governmental policies relating to online lending information intermediary services, we have implemented and will continue to implement various policies and procedures to conduct our business and operations. However, given that detailed regulations and guidance of online lending information intermediary services are yet to be promulgated, we cannot be certain that our existing business practices would not be deemed to violate any existing or future laws, rules, and regulations. See "Risk Factors—Risks Related to Our Business and Industry—The laws and regulations governing the industries we operate in in China are developing and evolving and subject to changes, and our operations and products have been and may need to continue to be modified to ensure full compliance with applicable laws and regulations. If any of our business practice is deemed to violate any applicable laws, regulations or requirements of regulatory authorities, our business, financial condition and results of operations may be materially and adversely affected."

Regulations related to private lending and intermediation

The Contract Law of the PRC, which became effective in October 1999, or the Contract Law, confirms the validity of loan agreement between natural persons and provides that a loan agreement between natural persons becomes effective when the lender provides a loan to the borrower. The Contract Law also provides that the interest rates charged under the loan agreement between natural persons shall not violate the applicable provisions of the PRC laws and regulations.

In accordance with the Private Lending Judicial Interpretations, which came into effect on September 1, 2015, private lending refers to the financing activities between and among natural persons, legal persons, or other organizations. The Private Lending Judicial Interpretations provides that agreements between a lender and a borrower on loans with annual interest rates below 24% are generally valid and enforceable unless they fall into certain situations provided under the Contract Law generally affect the validity and enforceability of any kind of contracts, including damaging interests of the state, the community or any third parties, concealing illegal intentions with a lawful form or violating mandatory requirements of PRC laws and administrative regulations. With respect to loans with annual interest rates between 24% and 36%, the general rule of the PRC courts would be to only support interest claims that do not exceed 24%. For interests whose annual rates fall between 24% and 36%, if a borrower has repaid such interests and such repayment does not damage interests of the state and the community or any third party, such borrower's request to demand return such interest is likely to be denied by PRC courts. If the parties agree on annual interest rates higher than 36%, the

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agreement to pay interests in excess of 36% on an annual basis is invalid, and the PRC courts will support the borrower's request to demand return of the portion of interests in excess of 36% even if such interests have been paid to the lender.

In addition, on August 4, 2017, the Supreme People's Court issued the Circular of the Supreme People's Court on Issuing Several Opinions on Further Strengthening the Judicial Practice Regarding Financial Cases, or Financial Cases Judicial Interpretation, which provides, among others, that (i) if the aggregate amount of interests, compound interests, delinquency interests, liquidated damages and other fees charged by a lender exceeds 24% per annum under a loan agreement, the claim of the borrower to adjust or reduce the part of such aggregate amount in excess of 24% per annum will be supported by the PRC courts; and (ii) circumvention of the maximum interest rates requirements by online lending information intermediaries and lenders through charging intermediary service fees shall be invalid.

An intermediation contract is defined by the PRC Contract Law as an agreement whereby the intermediary, in consideration of service fees by its client, refers to its client contract opportunities or provides other services related to contract formations. Pursuant to the PRC Contract Law, an intermediary must provide true information relating to the contract opportunity. If an intermediary conceals any material fact intentionally or provides false information in connection with the contract opportunity, which results in harm to the client's interests, such intermediary forfeits its service fees and is liable for the damages so incurred by the client. Financial Cases Judicial Interpretation further specifies that the relationship between an online lending information intermediary and each other party of an online lending loan agreement is an intermediary contractual relationship; but if the intermediary service fees charged by an online lending information intermediary are found to be instrumentalities to circumvent the statutory limit of the interest rate, such intermediary service fees will be invalid. Our business of connecting investors and borrowers constitutes an intermediary service, and our contracts with investors and borrowers are intermediation contracts under the PRC Contract Law.

Regulations related to filings for online lending information intermediaries

Pursuant to the Interim Measures, an online lending information intermediary must make a filing with the competent local financial regulatory authority.

On October 28, 2016, CBRC, the SAIC and MIIT jointly released the Record-filing Guidelines, which provides specific implementation rules in relation to the filing and registration requirements set out under the Interim Measures. Pursuant to the Record-filing Guidelines, a newly established online lending information intermediary is required to make a filing with the local financial regulatory authority within ten business days after it obtains a business license, while online lending information intermediaries established and started to conduct business prior to the promulgation of the Record-filing Guidelines shall apply for record-filing after completion of risk rectifications in accordance with relevant arrangement under the P2P Implementation Plan.

On December 8, 2017, the National Rectification Office, issued the Circular 57, which provides further clarification on several matters regarding the rectification and record-filing of online lending information intermediaries. Circular 57 requires certain local governmental authorities to establish an inspection team to conduct risk rectification inspections on online lending information intermediaries within their jurisdictions. Circular 57 also sets forth certain requirements which an online lending information intermediary shall not be in violation of relevant rules before it can qualify for the record-filing, including: (i) an online lending information intermediary may not conduct the "thirteen prohibited actions" or exceed the maximum balance of borrowed funds provided under the Interim Measures after August 24, 2016, and shall gradually reduce the balance not in compliance with such requirement before the record-filing (see "—Regulations related to business operations"); (ii) an online lending information intermediary which has participated in businesses of down payment loans for real estate purchasing, campus loans or cash loans, is required to suspend facilitation of new loans of such kind and gradually reduce outstanding balance of the abovementioned loans within a certain timetable

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as required under the Circular 141, and the Notice on Further Strengthening the Regulation and Management Work of Campus Online Lending Business issued in May 2017 by CBRC, the General Office of the Ministry of Education and Ministry of Human Resources and Social Security (see "—Regulations related to cash loans"); and (iii) the online lending information intermediaries are required to set up custody accounts with qualified banks that have passed certain testing and evaluation procedures run by the National Rectification Office to hold customer funds (see "—Regulations related to fund custodian"). Pursuant to Circular 57, if an online lending information intermediary passes the inspection, the local governmental authorities shall complete its record-filling. For an intermediary that fails the inspection, it will be required to transfer its online lending information intermediary business to other intermediaries, or to terminate the business and exit the markets gradually, or be banned from the business pursuant to relevant laws and regulations, depending on the reasons for its failure to pass the inspection.

On August 13, 2018, the National Rectification Office issued the Compliance Inspection Notice, which requires the online lending information intermediaries to be inspected in accordance with the requirements provided in the Interim Measures, the Custodian Guidelines and the Information Disclosure Guidelines, and in combination the Compliance Inspection Checklist. The Compliance Inspection Notice emphasizes that the compliance inspection will focus on the following issues: (i) whether the intermediary conducts business only as an information intermediary and whether it is engaged in any credit intermediary business; (ii) whether the intermediary maintains any capital pool and has advanced funds for the clients; (iii) whether the intermediary finances itself directly or in a disguised form; (iv) whether the intermediary provides the lenders with guarantees or promises to repay principals and interests thereon directly or in a disguised form; (v) whether the intermediary provides rigid payment for the lenders; (vi) whether the intermediary conducts risk assessments for the lenders and provide hierarchical management of lenders; (vii) whether the intermediary fully discloses risk related information of the borrowers to the lenders; (viii) whether the intermediary adheres to the online lending principle of small amount and dispersion; (ix) whether the intermediary raises funds by sale of wealth management products through itself or its affiliates; (x) whether the intermediary solicits lenders by high interests and other manners. The compliance inspection shall be carried at three levels as follows: (i) the self-inspection carried out by the online lending information intermediary itself, which is required to submit to the provincial online lending rectification office a self-examination report and an authenticity commitment letter signed by its senior management and major shareholders; (ii) the self-discipline inspection carried out by a local internet finance association or competent intermediary and/or the National Internet Finance Association of China, which are required to submit to the provincial online lending rectification office a self-discipline inspection report and an authenticity commitment letter signed by the inspectors and the principal of such association; and (iii) the administrative verification carried out by the provincial online lending rectification office on the basis of the self-inspection and self-discipline inspection abovementioned. The provincial online lending rectification offices are required to verify the authenticity of the content and data of the self-examination reports and the self-discipline inspection reports and submit a conclusion report to the National Rectification Office. If a self-examination report or self-discipline inspection report is found to contain false information, the online lending information intermediary involved will be vetoed. The compliance inspection shall be completed by the end of December 2018. The online lending information intermediaries that generally meet the requirement of being an intermediary and various standards will be allowed to link to the information disclosure and products registration system. After a period of operation and inspection, the online lending information intermediaries that meet relevant requirements can apply for record-filing.

In addition, Beijing Rectification Office issued the Notice on Launch of the Self-inspection of the Online Lending Information Intermediaries Registered in Beijing on August 24, 2018, which requires that an online lending information intermediary registered in Beijing shall submit a self-inspection report by September 30, 2018 and in any event no later than October 15, 2018. The Beijing Internet

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Finance Association issued the Announcement on Launch of the Self-discipline Inspection of the Online Lending Information Intermediaries Registered in Beijing on August 27, 2018, which provides that the self-discipline inspection by it shall commence on September 10, 2018 and be completed by November 30, 2018. On December 19, 2018, the Leading Group Office of the Internet Financial Risk Rectification Campaign and the National Rectification Office jointly promulgated the Notice on the Classification and Disposal of Online Lending Institutions and Risk Prevention, which provides that online lending information intermediaries shall be classified into the following two categories according to their risk profiles: (i) institutions with exposed risks, and (ii) institutions without exposed risks, which are further classified as non-operating institutions, small-scale institutions, high-risk institutions and normal operating institutions. With respect to the normal operating institutions, the relevant governmental authorities shall require the institutions to strictly limit balance of loans and number of lenders and shall assess the risk profiles of such institutions regularly and adjust their classifications in a timely manner if necessary. Furthermore, Beijing Rectification Office issued a Notice on January 24, 2019 requiring online lending information intermediaries to continue to reduce its business scale and number of borrowers and lenders during the administrative verification period.

The Interim Measures also requires online lending information intermediary to apply for appropriate telecommunication business license after it completes the record-filing with the local financial regulatory authority. See "Regulation—Regulations Related to our Business Operation in China—Regulations Related to Value-added Telecommunication Services." The Interim Measures also requires an online lending information intermediary to specify "online lending information intermediary" or similar terms in its business scope listed in its business license.

We submitted the self-examination report on September 27, 2018. As of the date of this prospectus, we have not received any comments from Beijing Rectification Office on our self-examination report. The National Internet Finance Association of China has commenced the self-discipline inspection on us since October 2018, the Beijing Internet Finance Association has commenced the self-discipline inspection on us since November 2018, and as of the date of this prospectus, we have not received any comments from the National Internet Finance Association of China or the Beijing Internet Finance Association. In May 2019, we were inspected by the Office of Finance of Fangshan District of Beijing, a competent authority under Beijing Rectification Office, and were allowed to link to information disclosure and products registration system. As of the date of this prospectus, we have not received any comments from the Office of Finance of Fangshan District of Beijing. There can be no assurance that we will be able to receive final clearance on our self-examination report, pass the inspections and verifications conducted or to be conducted by internet finance associations, the Beijing Rectification Office and its competent authorities, submit the application for record-filing and complete the record-filing. See "Risk Factors—Risks Related to Our Business and Industry—The laws and regulations governing the industries we are operating in in China are developing and evolving and subject to changes, and our operations and products have been and may need to continue to be modified to ensure full compliance with the laws and regulations governing the industries we are operating in China. If any of our business practice is deemed to violate any applicable laws, regulations or requirements of local regulatory authorities, our business, financial condition and results of operations would be materially and adversely affected."

Regulations related to business operations

Pursuant to the Interim Measures, an online lending information intermediary shall not, by itself or on behalf of a third party, engage in "thirteen prohibited actions," including (i) financing for itself directly or in a disguised form, (ii) accepting, collecting or gathering funds of lenders directly or indirectly, (iii) providing lenders with guarantee or promise on repayment of principals and interests directly or in a disguised form, (iv) publicizing or promoting financing projects on physical premises other than digital channels as the internet, fixed-line telephone or mobile phone by themselves or authorizing any third party to conduct such activities; (v) providing loans, unless otherwise permitted by

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laws and regulations; (vi) splitting the term of any financing project; (vii) raising funds by issuing wealth management products and other financial products on their own, or selling bank wealth management products, assets management by securities companies, funds, insurance, trust products or other financial products on a commission basis; (viii) carrying out business similar to asset-backed securities or conducting the transfer of creditor's rights in the form of packaged assets, asset-backed securities, trust assets, and fund shares; (ix) mixing or bundling its business with or providing agency services for other institutional investment, sale as agency and brokerage business, unless otherwise permitted by relevant laws and regulations; (x) making up or exaggerating the authenticity of financing projects and the prospect of profits, concealing defects and risks in financing projects, making false advertising or promotion by using ambiguous words or other fraudulent means, fabricating or spreading false or incomplete information to damage others' business reputation, or misleading lenders or borrowers; (xi) providing information intermediary services for those highly risky financing projects which use borrowed funds to invest in stocks, over-the-counter financing, futures contracts, structured products and other derivatives; (xii) engaging in equity-based crowd funding; and (xiii) other activities prohibited by the laws, regulations and the regulatory provisions on P2P lending.

Furthermore, the Interim Measures requires online lending information intermediaries to set up limits on the balance of funds that a borrower may borrow from a single online lending information intermediary platform and from all platforms, based on their risk management capabilities. The limits for any natural person and any entity on a single platform shall not exceed RMB200,000 (US$29,800.9) and RMB1,000,000 (US$149,004.7), respectively, and the limit for any natural person and any entity on all platforms shall not exceed RMB1,000,000 (US$149,004.7) and RMB5,000,000 (US$745,023.2), respectively.

In addition, the Interim Measures also sets out certain additional requirements applicable to online lending information intermediaries, including real-name registration of lenders and borrowers, fund raising period, internet and information security, file management, and protection of lenders and borrowers.

Circular 57 issued on December 8, 2017 further prohibits online lending information intermediaries from setting up new risk reserve funds or increasing existing risk reserve funds, and requires them to gradually reduce the existing risk reserve funds. Besides, the Circular 57 permits lenders' rights to loans to be transferred between lenders for liquidity purpose on a low frequency basis. But it expressly prohibits certain transfers. For example, transfer of lenders' rights in forms of assets-backed securities, trust assets, fund properties and certain other forms of securities is prohibited. For another instance, a lender is prohibited from transferring fixed-term financial products provided by online lending information intermediaries, if such transfer results from the mismatch between the fixed term of such products and the term of the loan to the borrower. Circular 57 also prohibits online lending information intermediaries from facilitating lenders to borrow on their platforms by using their lenders' rights to loans as pledge or mortgage. The Compliance Inspection Checklist also prohibits online lending information intermediaries from providing fixed-term financial products, including promising that the funds can be withdrawn at any time, or providing for the lenders' exit through transfer of creditor's rights in the contracts, except for products under which investment commitment periods have been specified in the products' names, and lenders have been fully reminded of the liquidity risk and confirm in writing in advance.

In October 2016, six PRC regulatory agencies, including CBRC and the Ministry of Education, or MOE, jointly issued the Notice on Further Strengthening the Rectification of Campus Online Lending, which prohibits online lending information intermediaries from providing online lending information services to college students under the age of eighteen and sets forth certain restrictions on providing online lending information services to college students above the age of eighteen. In May 2017, CBRC, MOE and the Ministry of Human Resources and Social Security issued the Notice on Further Strengthening the Regulation and Management Work of Campus Online Lending Business, or the Circular 26, which suspends online lending information intermediaries from providing online lending

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information services to any college student and requires the outstanding balance of such campus loans to be gradually reduced until reaching a zero balance.

Regulations related to fund custodian

The Interim Measures requires an online lending information intermediary to carry out isolated management of its proprietary funds and the funds of lenders and borrowers and choose qualified banking financial institutions as the custodian institutions for the funds of lenders and borrowers. Pursuant to the Interim Measures, the custodian institutions shall enter into fund custodian agreements with the online lending information intermediary, the borrowers, the lenders and/or other related parties, and conduct custodian, transfer, payment, accounting and supervision of the funds of lenders and borrowers pursuant to such agreements. On February 22, 2017, CBRC released the Custodian Guidelines, which further requires that only commercial bank may act as the custodian institution for P2P lending business and an online lending information intermediary shall only designate one single commercial bank to provide the custodian services. Circular 57 further requires that the commercial banks designated by online lending information intermediaries should have passed certain testing and evaluation procedures run by the National Rectification Office. Pursuant to the Custodian Guidelines, the custodian institutions are not allowed to provide any security or guarantee for P2P lending transactions and the online lending information intermediaries are not allowed to use the custodian institutions to advertise their services except for compliance with disclosure and regulatory requirements. The Custodian Guidelines also sets forth other business standards and requirements for custodian institutions and online lending information intermediaries to comply with. Custodian institutions and Online lending information intermediaries conducting the online custodian services prior to the effectiveness of the Custodian Guidelines have a six-month grace period to rectify any activities not in compliance with the Custodian Guidelines.

We have entered into an agreement with China Huaxia Bank Beijing Branch, under which the Huaxia Bank provides custodian services for funds of borrowers and investors on our online lending information intermediary platform Jiufu Puhui .

Regulations related to information disclosure

The Interim Measures stipulates certain requirements on the information disclosure by online lending information intermediaries, which include, among other things: (i) full disclosure to investors of the basic information of borrowers and financing projects, the risk assessment results and potential risk of the projects, the use of funds, and other related information on their official websites, subject to applicable requirements on state secrets, business secrets and privacy; and (ii) disclosure of certain required regular announcements on their official websites, submission of the regular information disclosure announcements and other relevant documents to the local financial regulatory authority for records, and preservation of such documents at the intermediary's domicile for inspection by the public. Pursuant to the Interim Measures, detailed rules on the information disclosure by an online lending information intermediary shall be formulated separately. On August 23, 2017, CBRC released the Information Disclosure Guidelines, to further regulate the information disclosure. Consistent with the Interim Measures, the Information Disclosure Guidelines emphasizes the requirement of information disclosure by an online lending information intermediary and further details the frequency and scope of such information disclosure. Pursuant to the Information Disclosure Guidelines, online lending information intermediaries are required to disclose certain information through their own official websites and other internet channels such as mobile apps, WeChat official account and microblog. The information required to be disclosed to the public includes, among others, (i) the basic information of the online lending information intermediary, such as its record-filing information, organizational information, and examination information, (ii) the information relating to the transactions facilitated by the online lending information intermediaries, such as the number of transactions and the sum of loan amount facilitated by the online lending information intermediary as accumulated since its

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establishment, the number of the loans to be repaid, the sum of the outstanding amount and the number of overdue loans and the unpaid sum, which is required to be updated on a monthly basis, and (iii) the information relating to the material changes of the online lending information intermediaries. Other than the information required to be disclosed to the public, it is further required under the Information Disclosure Guidelines that the online lending information intermediaries shall disclose the information relating to the borrowing requests to the lenders, which includes: (i) the basic information of the borrower; (ii) the basic information of the project; (iii) the risk assessment of the project and potential results; and (iv) the information relating to the loans that are not fully repaid. Online lending information intermediaries that have been carrying out the online lending information intermediary business prior to the effectiveness of the Information Disclosure Guidlines have a six-month grace period to rectify their non-compliance matters in accordance with the Information Disclosure Guidlines.

Regulations related to cash loans

In April 2017, the National Rectification Office issued the Notice on Cash Loan. The Notice on Cash Loan requires the local branches of the National Rectification Office to conduct a comprehensive review and inspection of the cash loan business of online lending platforms and requires such platforms to implement necessary improvements and remediation within a specific period to comply with the relevant requirements under the applicable laws and regulations. The Notice on Cash Loan focuses on preventing malicious fraudulent activities, loans that are offered at excessive interest rates and violence in the loan collection processes in the cash loan business operation of online lending platforms. The National Rectification Office also issued a list of cash loan business activities that were to be examined.

On December 1, 2017, the Leading Group Office of the Internet Financial Risk Rectification Campaign and the National Rectification Office jointly issued Circular 141, which, among other things, sets out a series of requirements and restrictions in connection with cash loan business and other business participated in by online lending information intermediaries. Circular 141 specifies the features of cash loans as not based on consumption scenarios and unsecured, with no specified use of loan proceeds and no qualification requirement on customers, etc.

Pursuant to Circular 141, online lending information intermediaries are prohibited from (i) conducting the lending business without obtaining approvals for the lending business; (ii) facilitating any loan the overall financing costs (including up-front interests, commissions, management fees, deposits from principal disbursements and delinquency interest rates) of which exceed the 24%/36% interest ceiling provided under the Private Lending Judicial Interpretations (see "—Regulations related to private lending and intermediation"); (iii) outsourcing core functions such as data collection, customer identification, credit assessment or account openings; (iv) enabling banking financial institutions to engage in P2P lending; (v) providing loan facilitation services to students or individuals who do not possess sufficient debt service capabilities; (vi) conducting real-estate financing such as down payment loans for real estate purchasing; (vii) facilitating loans without clear and specified purposes; or (viii) collecting debts by using violence, threats, humiliation, defamation or harassment. Circular 141 also requires institutions, including online lending information intermediaries, (i) to follow the "know-your-customer" principle and prudentially assess and determine the borrowers' eligibility, credit limit and cooling-off period, etc.; and (ii) to enhance the internal risk control and protection of customer information and prudentially use the "data-driven" risk management model. Institutions violating the above rules will be ordered to suspend its business, be prohibited from the record-filing, be subject to license revocation, or be subject to other administrative penalties.

In addition, Circular 141 also imposes several requirements on banking financial institutions engaged in the "cash loan" business, including, among other things, (i) such banking financial institutions shall not extend loans jointly with any third-party institution which has not obtained approvals for the lending business, or fund such institution for the purpose of extending loans in any form; (ii) with respect to the loan business conducted in cooperation with third-party institutions, such banking financial institutions shall not outsource the core business (including the credit assessment and

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risk control), and shall not accept any credit enhancement service whether or not in a disguised form (including the commitment to taking delinquency risks) provided by any third-party institutions with no guarantee qualification and (iii) such banking financial institutions must require and ensure that the third-party institutions shall not collect any interests or fees from the borrowers.

Regulations related to illegal fund raising

Funds raising from the general public shall be conducted in strict compliance with applicable PRC laws and regulations and shall obtain required approvals to avoid administrative and criminal liabilities. The Measures for the Banning of Illegal Financial Institutions and Illegal Financial Business Activities promulgated by the State Council on July 13, 1998 and amended on August 1, 2011, and the Notice on Relevant Issues Concerning the Penalty on Illegal Fund Raising issued by the General Office of the State Council on July 25, 2007, explicitly prohibit illegal fund raising. Pursuant to the Interpretations of the Supreme People's Court on Several Issues Concerning Specific Application of Law with Respect to the Trial of Illegal Fund Raising Criminal Cases which became effective on January 4, 2011, or the Illegal Fund Raising Judicial Interpretations, fund raising from the public, including natural persons and entities, will constitute a criminal offense of "illegally soliciting deposits from the public or illegally soliciting deposits from the public in a disguised manner" under the PRC Criminal Law, if all the following four criteria are met: (i) the fund raising is not approved by the relevant authorities or is conducted under the guise of legitimate business operations; (ii) the fund raising is promoted to the public via social media, promotion fairs, leaflets, short messaging services and etc.; (iii) the fund-raiser promises to repay the principals and interests accrued thereon, or to pay investment returns, in cash, properties in kind, equity and other forms within certain period; and (iv) the fund-raising targets at the general public as opposed to specific natural persons or entities. The Illegal Fund Raising Judicial Interpretations also provides criteria of other forms of illegal fund raising.

Illegal fund raising activities by natural persons or entities will be subject to administrative penalties, including fines and confiscation of illegal revenues, as well as criminal liabilities. Pursuant to the Illegal Fund Raising Judicial Interpretations, an offender that is an entity will be subject to criminal liabilities, if it illegally solicits deposits from the public or illegally solicits deposits in a disguised form (i) in an amount exceeding RMB1,000,000 (US$149,004.7), (ii) from over 150 persons, including natural persons and entities, or (iii) causing fund raising targets direct economic losses of more than RMB500,000 (US$745,023.2), or (iv) causing material adverse effects on the public or leading to other severe consequences. An offender who is a natural person is also subject to criminal liabilities but with lower thresholds.

We serve as an intermediary between investors and borrowers and do not involve as a party to any loan facilitated through our platform. We have taken measures to avoid conducting any activities that are prohibited by the illegal-fundraising related laws and regulations. For example, we refrain from receiving any funds from investors, except for the fees we charge for our services; and funds from the investors are deposited in and settled by a custody account managed by China Huaxia Bank. To date, we have not been subject to any penalties, pecuniary or else, under any PRC laws and regulations related to anti-illegal fundraising. See "Risk Factors—Risks Related to Our Business and Industry—The origination of loans on our platform could give rise to liabilities under PRC laws and regulations that prohibit illegal fundraising and unauthorized public offerings."

Regulations Related to Insurance Brokerage and Internet Insurance

The primary regulation governing the insurance intermediaries is the Insurance Law of the PRC, or the Insurance Law, as amended on April 24, 2015. According to the Insurance Law, the China Insurance Regulatory Commission (currently known as the China Banking and Insurance Regulatory Commission), or the CIRC, is the regulatory authority responsible for the supervision and administration of the PRC insurance companies and the intermediaries in the insurance sector, including insurance agencies and brokers.

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On February 1, 2018, the CIRC promulgated the Provisions on the Regulation of Insurance Brokers, which became effective on May 1, 2018 and replaced the Provisions on the Supervision and Administration of Insurance Brokerages promulgated by the CIRC in September 2009 and amended in October 2015. "Insurance brokers", as defined by the Provision on the Regulation of Insurance Brokers, cover such institutions (including insurance brokerage companies and their branches) that tender intermediary services to insurance policyholders in consideration of commissions in the process of insurance contract formation with insurance companies. Pursuant to the Provisions on the Regulation of Insurance Brokers, the establishment and operation of an insurance broker must meet the qualification requirements specified by the CIRC, obtain approval from the CIRC and be licensed by the CIRC. Specifically, the paid-in registered capital of a cross-province insurance brokerage company at least must be RMB50 million (US$7.5 million) and that for an intra-province insurance brokerage company (the one only operates within the province in which it is registered) at least must be RMB10 million (US$1.5 million).

In addition, as an operation requirement, an insurance broker has to register the practice of its insurance brokerage practitioners as required. An "insurance brokerage practitioner" is defined by the Provisions on the Regulation of Insurance Brokers as such person within an insurance broker (i) who is to draft insurance plans for policyholders or the insured, to handle the insurance procedures and to assist in the claims for compensation, or (ii) who is to provide the clients with consultation services regarding disaster and loss prevention, risk assessment and risk management, and to engage in reinsurance brokerage and other business.

Pursuant to the Guidance Catalog of Industries for Foreign Investment (2017 Revision), the insurance brokerage business falls within the industries in which foreign investment is permitted. However, according to the administrative guidelines published by the CIRC on its official website and other relevant PRC regulations, a foreign investor must satisfy the following requirements before it can invest in the insurance brokerage industry: (i) it has engaged in insurance business for more than thirty years within the territories of World Trade Organization members; (ii) it has established a representative office in China for more than two years; (iii) its total assets shall be no less than US$200 million as of the end of the year prior to its application.

In July 2015, the CIRC issued the Interim Measures for the Regulation of Internet Insurance Business, or the Internet Insurance Interim Measures, pursuant to which no institutions or individuals other than insurance institutions (namely, insurance companies, insurance agency companies, insurance brokerage companies and other qualified insurance intermediaries) may engage in the internet insurance business. Under the Internet Insurance Interim Measures, insurance institutions are allowed to conduct internet insurance business through both self-operated online platforms and third-party online platforms. Self-operated online platforms refer to online platforms set up by insurance institutions. Third-party online platforms refer to online platforms providing network supporting services for internet insurance business activities of insurance consumers and insurance institutions. Both self-operated online platforms and third-party online platforms are required to meet certain conditions and are subject to certain requirements. For example, both platforms must obtain relevant value-added telecommunication licenses or complete internet content provider filings, as applicable, and have network access within the territory of the PRC; and insurance institutions are prohibited from cooperating with third-party online platforms that do not meet those conditions. Both types of online platforms shall accurately disclose the information of insurance products required by laws and regulations, and shall not make any false representations, exaggerate previous achievements, illegally promise earnings or undertake to bear losses, or provide other misleading descriptions. In addition, several rules exist especially for third-party online platforms. For example, third-party online platforms which are not insurance institutions are only allowed to provide network supporting services, and shall not provide any internet insurance business such as underwriting, settlement of claims, and cancellation of insurance, complaints and customer services. Also, third-party online platforms are not allowed to collect premiums on behalf of the insurance institutions; the premiums paid by insurance customers are required to be directly transferred to the special account designated for the premium income of the insurance institutions.

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Jiuxing Insurance Brokerage Co., Ltd. (formerly known as Ruifeng Insurance Brokerage Co., Ltd.), which is a subsidiary of our variable interest entities, holds a license to conduct insurance brokerage business.

Regulations Related to Online Sales of Securities Investment Funds

On December 17, 2015, CSRC and PBOC promulgated the Measures for the Supervision and Administration of Money Market Funds, or the Money Market Funds Measures, which became effective on February 1, 2016. Pursuant to the Money Market Funds Measures, money market fund, or MMF, refers to a fund invested in money market instruments and authorized to subscribe for and redeem fund shares on each trading day. Pursuant to the Money Market Funds Measures provides as a general rule that no person may engage in the fund sales promotion, share offering, subscription, redemption or other related activities without relevant fund sales business qualifications granted by CSRC. In addition, several disclosure rules must be observed during the fund sales business. When fund managers, fund sales agencies and internet companies cooperate to conduct online sales of MMFs, certain information (e.g., the providers of fund sale services, potential investment risks and the names of MMFs being sold) shall be disclosed in a conspicuous way to the investors. And for fund managers, fund sales agencies, fund sales payment institutions and internet companies which provide to investors quick redemption or other value-added services, they must fully disclose the rules of such services such as those regarding the expenses and restrictions, and shall not exaggerate the convenience of such services, Further, the fund managers, fund sales agencies and internet companies shall explicitly agree on certain terms, which include the scope of cooperation, the legal relationships, information security, client information protection, legal compliance, emergency response mechanisms, prevention of illegal securities activities, post-termination operation schemes, delinquency liabilities and the protection of investors' rights and interests. Besides duties under the Money Market Funds Measures, fund sales agencies are concurrently required by the Administrative Measures for the Sale of Securities Investment Funds (which was promulgated by the CSRC on March 15, 2013) to file with relevant governmental authorities certain information in connection with its online sale of securities investment funds, including MMFs.

Our online platform, Jiufu Jinrong , operated by Jiufu Shuke, one of our variable interest entities, has cooperated with certain fund managers and fund sales agencies in their online sales of fund investment products. We have taken and will continue to take proper measures to ensure compliance with applicable law rules and regulations, including those on disclosure and information filing.

Regulations Related to Anti-money Laundering

The PRC Anti-money Laundering Law, or the AML Law, promulgated by the Standing Committee of the National People's Congress on October 31, 2006 and effective since January 1, 2007, sets forth the principal anti-money laundering requirements applicable to financial institutions as well as non-financial institutions with anti-money laundering obligations, including the adoption of precautionary and supervisory measures, establishment of various systems for client identification, retention of clients' identification information and transactions records, and reports on large transactions and suspicious transactions. Pursuant to the PRC Anti-money Laundering Law, financial institutions subject to the PRC Anti-money Laundering Law include banks, credit unions, trust investment companies, stock brokerage companies, futures brokerage companies, insurance companies and other financial institutions specified by the State Council, while the list of the non-financial institutions with anti-money laundering obligations will be published by the State Council. The PBOC and other governmental authorities issued a series of administrative rules and regulations to specify the anti-money laundering obligations of financial institutions and certain non-financial institutions, such as insurance brokerage companies, insurance agencies and payment institutions. However, the State

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Council has not promulgated a list of the non-financial institutions subject to anti-money laundering obligations.

The Internet Finance Guidelines, the Interim Measures and the Custodian Guidelines require online lending information intermediaries to comply with certain anti-money laundering requirements, including the establishment of a customer identification program, the monitoring and reporting of suspicious transactions, the preservation of customer information and transaction records, the provision of assistance to the public security department and judicial authority in investigations and proceedings in relation to anti-money laundering matters, cooperation with custodian banks to fulfill anti-money laundering obligations. The Custodian Guidelines also requires that the anti-money laundering obligation be included in the fund custodian agreements between online lending information intermediaries and custodian banks.

CIRC promulgated the Administrative Measures for the Anti-money Laundering Work in the Insurance Industry, or the Insurance AML Measures, on September 13, 2011, to set forth anti-money laundering requirements applicable to insurance companies, insurance assets management companies, insurance agencies and insurance brokerage companies. Insurance brokerage companies are required to provide insurance companies with customer identification information, and if necessary, copies of identification cards or other identification documents of customers, establish an internal control system for anti-money laundering, conduct anti-money laundering training, properly deal with major money-laundering cases involving them, cooperate during anti-money laundering supervision, inspections, administrative investigations, and criminal investigations, and keep confidential information related to anti-money laundering investigations. The senior management officers of insurance brokerage companies are also required to be familiar with anti-money laundering laws and regulations.

On October 10, 2018, the PBOC, the CIRC and the CSRC jointly promulgated the Administrative Measures for Anti-money Laundering and Counter-terrorism Financing by Internet Finance Service Agencies (for Trial Implementation), effective as of January 1, 2019, which specify the anti-money laundering obligations of internet finance service agencies and regulate that the internet finance service agencies shall (i) adopt continuous customer identification measures; (ii) implement the system for reporting large-value or suspicious transactions; (iii) conduct real-time monitoring of the lists of terrorist organizations and terrorists; and (iv) properly keep the information, data and materials such as customer identification and transaction reports etc.

We are in the process of formulating policies and procedures, including internal controls and "know-your-customer" procedures, aimed at preventing money laundering and terrorism financing. See "Risk Factors—Risks Related to Our Business and Industry—Any failure by our third-party service providers to comply with applicable anti-money laundering and anti-terrorism financing laws and regulations could damage our reputation."

Regulations Related to Value-added Telecommunication Services

General administration of value-added telecommunication services

On September 25, 2000, the State Council promulgated the Telecommunication Regulation of the People's Republic of China, or the Telecom Regulation, which was amended on July 29, 2014 and February 6, 2016 respectively. The Telecom Regulation is the primary PRC regulation governing telecommunication services and sets out the general regulatory framework for telecommunication services provided by PRC companies. The Telecom Regulation requires telecommunication service providers to obtain from the MIIT or its provincial level counterparts an operating license prior to the commencement of their operations. The Telecom Regulation categorizes telecommunication services into basic telecommunication services and value-added telecommunication services. Pursuant to the Telecom Regulation, value-added telecommunication services are defined as telecommunication and information services provided through public networks.

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The Catalogue of Telecommunication Business, or the Telecom Catalogue, which was issued as an attachment to the Telecom Regulation and updated in February 21, 2003, December 28, 2015 and June 6, 2019, respectively, further categorizes value-added telecommunication services into Class 1 value-added telecommunication services and Class 2 value-added telecommunication services.

On July 3, 2017, MIIT issued the Administration Measures for the Licensing of Telecommunication Business, or the Telecom License Measures, which became effective on September 1, 2017 and replaced and repealed the administrative measures for telecommunication business operating permit promulgated on March 1, 2009. Pursuant to the Telecom License Measures, a commercial operator of value-added telecommunication services must first obtain an operating license for value-added telecommunication business, or the VATS License. The Telecom License Measures also provides that an operator providing value-added services in multiple provinces is required to obtain an inter-regional VATS License, whereas an operator providing value-added services in one province is required to obtain an intra-provincial VATS License. The Telecom License Measures further sets forth the qualifications and procedures for obtaining VATS License. Pursuant to the Telecom License Measures, any telecommunication services operator must conduct telecommunication business pursuant to the type and within the scope of business as specified in its VATS License.

Regulations related to internet information services and online data processing and transaction processing services

Pursuant to the Telecom Catalogue, both online data processing and transaction processing services and internet information services fall within Class 2 value-added telecommunication services.

The "online data processing and transaction processing services" mean the online data processing and transaction/affair processing services provided for users through public communication networks or the internet, using various kinds of data and affair/transaction processing application platforms connected to various kinds of public communication networks or the internet. Online data processing and transaction processing services include transaction processing services, electronic data interchange services and network/electronic equipment data processing services. A telecommunication services operator engaged in online data processing and transaction processing services shall obtain a VATS License for "online data processing and transaction processing services", or the EDI License.

The "information services" refer to the information services provided for users via the public communication network or the internet and by the information collection, development, processing and construction of information platforms. By technical service methods of information organization, transmission, etc., the "information services" are classified into information release platforms and transmission services, information retrieval and inquiry services, information community platform services, instant information interaction services as well as information protection and processing services. The Administrative Measures on Internet Information Services, or the Internet Content Measures, which was promulgated by the State Council on September 25, 2000 and amended on January 8, 2011, sets out guidelines on the provision of internet information services. The Internet Content Measures classifies internet information services into commercial internet information services and non-commercial internet information services. Pursuant to the Internet Content Measures, commercial internet information services refer to the service activities of compensated provision to online subscribers through the internet of information or website production; non-commercial internet information services refer to the service activities of non-compensated provision to online subscribers through the internet of information that is in the public domain and openly accessible. The Internet Content Measures requires that a provider of commercial internet information services shall obtain a VATS License for internet information services, or the ICP License. The Internet Content Measures further requires that a provider of non-commercial internet information services shall carry out record-filing procedures with the provincial level counterparts of the MIIT. Moreover, pursuant to the Internet Content Measures, internet information service providers shall post their ICP License numbers or

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record-filing numbers in a prominent place on the homepage of their websites. In addition, the Internet Content Measures specifies a list of prohibited content. internet information service providers are prohibited from producing, copying, publishing or distributing information that is humiliating or defamatory to others or that infringes the legal rights of others. Internet information service providers must monitor and control the information posted on their websites. If any prohibited content is found by an internet information service provider, it must immediately stop the transmission thereof, save the relevant records and make a report thereon to the relevant authority of the State. Pursuant to the Internet Content Measures, internet information service providers that violate such prohibition may face criminal charges or administrative sanctions.

The Interim Measures provides that the online lending information intermediaries shall apply for applicable telecommunications service license in accordance with relevant provisions of telecommunications authorities after record-filing with a local financial regulatory authority. However, PRC telecommunication authorities have not explicitly stipulated which kind of VATS License is required for online lending information intermediaries engaged in telecommunication services. A subsidiary of our variable interest entities, Beijing Jiufu Puhui Information Technology Co., Ltd., which operates our online lending information intermediary services platform, Jiufu Puhui , has obtained an ICP License which will remain effective until January 10, 2022. Jiufu Shuke Technology Group Co., Ltd., one of our variable interest entities, has also obtained an ICP License which will remain effective until March 9, 2022. None of our group companies has obtained the EDI License whether for our online lending information intermediary service or for our online shopping platform. See "Risk Factors—Risks Related to Our Business and Industry—The laws and regulations governing the industries we are operating in in China are developing and evolving and subject to changes, and our operations and products have been and may need to continue to be modified to ensure full compliance with the laws and regulations governing the industries we are operating in China. If any of our business practice is deemed to violate any applicable laws, regulations or requirements of local regulatory authorities, our business, financial condition and results of operations would be materially and adversely affected."

Regulations related to E-commerce

On January 26, 2014, SAIC adopted the Administrative Measures for Online Trading, or the Online Trading Measures, which took effective on March 15, 2014 and repealed the Interim Measures for the Administration of Online Commodities Trading and Relevant Services promulgated by SAIC on May 31, 2010. Under the Online Trading Measures, enterprises or other operators which engage in online commodities trading and other services and have been registered with SAIC must make available to the public the information stated in their business licenses directly or through a hyper-link on their websites which link to their business licenses online. The online commodities operators must adopt measures to ensure safe online transactions and shall fully and accurately disclose information of the business operator and the commodities, including contact information, quantity and quality of commodities and services, price and payment, return and replacement of commodities, and safety precautions. At any time within seven days from the date after receipt of the commodities purchased online, a consumer is entitled to refund at will the commodities except for those that by nature are not suitable for return, which include customized commodities, fresh and perishable commodities; computer software, audiovisual products downloaded online or the ones though purchased offline but already unpackaged by consumers and other digital commodities; and newspapers and journals that have been delivered. The online commodity business operator shall, within seven days upon receipt of the returned commodities, refund the prices paid by consumers. In addition, online commodities business operator shall not, by virtue of contract terms, technical measures or other means, force consumers to enter transaction with them, or during transactions set out provisions that are not fair to consumers, such as those to exclude or limit consumers' rights, to relieve or exempt the operators from responsibilities, and to increase the consumers' responsibilities. Moreover, online shopping platform

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operators are required to examine and verify the identifications of the online commodities operators and set up and keep relevant records for at least two years. Any online shopping platform operator that simultaneously engages in online trading for products and services should clearly distinguish itself from other online commodities operators on the shopping platform.

In addition, the National People's Congress promulgated the E-commerce Law of the People's Republic of China, or the E-commerce Law on August 31, 2018, which took effect on January 1, 2019. The E-commerce Law clarifies some obligations for the E-commerce operators. For example, among other things, an E-commerce operator shall (i) disclose its business license and other administrative licenses related to its business or a link to the above information at a prominent place on the homepage of the platform; (ii) fully and accurately disclose information related to commodities and services offered on its platform in a timely manner; (iii) inform the users in a clear, comprehensive and explicit manner of the steps to conclude a contract, cautions, how to download the contract, etc., and ensure that users are able to read and download them conveniently; (iv) enable the users to make any corrections before orders are submitted; (v) disclose the methods and procedures for inquiring, correcting and deleting users' information and deregistering users' accounts, and not set unreasonable for such inquiry, correction, deletion and de-registration; and (vi) provide relevant e-commerce data to competent authorities as required by such authorities pursuant to laws and administrative regulations. The E-Commerce Law also specifically provides certain obligations for operators of e-commerce platform like us. Pursuant to the E-Commerce Law, e-commerce platform operators are required to (i) take necessary actions or report to relevant competent government authorities when such operators notice any illegal production or services provided by merchants on the e-commerce platforms; (ii) verify the identity of the business operators on the platforms; (iii) provide identity and tax related information of merchants to local branches of State Administration of Market Regulation and tax bureaus; or (iv) record and preserve goods and service information and transaction information on the e-commerce platform. If we fail to perform above obligations as the operator of e-commerce platform from time to time, we may be required to make corrections within the certain time limits and face fines or even restrictions on our business activities. In addition, for goods and services provided via e-commerce platforms that pertinent to the life and health of consumers, e-commerce platform operators shall bear relevant responsibilities, which may give rise to civil or criminal liabilities if the consumers suffered damages due to the e-commerce platform operators' failure to duly verify the qualifications or the licenses of the business operators on the platforms or to duly perform their safety protection obligations as required by the E-Commerce Law.

Regulation related to mobile internet applications information services

In addition to the Telecom Regulation and other regulations above, mobile applications are also regulated by the APP Provisions, which was promulgated by the CAC on June 28, 2016 and became effective on August 1, 2016. Pursuant to the APP Provisions, CAC and local offices of cyberspace administration shall be responsible for the supervision and administration of mobile application information services.

Under the APP Provisions, mobile application information service providers are required to obtain relevant qualifications prescribed by laws and regulations and shall be responsible for the supervision and administration of mobile application information required by laws and regulations and implement the information security management responsibilities strictly, including but not limited to (i) to authenticate the identity information of the registered users; (ii) to protect user information, and to obtain the consent of users while collecting and using users' personal information in a lawful and proper manner; (iii) to establish information content audit and management mechanism, and to take against any information content in violation of laws or regulations depending on circumstances; (iv) to safeguard users' right to know and to make choices when users are installing or using such applications, and shall neither start any function irrelevant to the services, nor forcefully install any other irrelevant

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application without the users' consent; (v) to respect and protect the intellectual properties and shall neither produce nor release any application that infringes others' intellectual properties; and (vi) to record and users' log information and keep the same for sixty days.

In addition, in December 2016, MIIT promulgated the Interim Measures on the Administration of Pre-Installation and Distribution of Applications for Mobile Smart Terminals, which came into effect on July 1, 2017. This interim measure aims to enhance the administration of mobile applications, and require, among others, that mobile phone manufacturers and internet information service providers must ensure that a mobile app, as well as its ancillary resource files, configuration files and user data can be uninstalled by a user on a convenient basis, unless it is a basic function software, which refers to a software that supports the normal functioning of the hardware and operating system of a mobile smart device.

We have implemented internal control procedures screening the information and content on our websites and mobile applications to ensure compliance with the APP Provisions. See "Risk Factors—Risks Related to Our Business and Industry—We may be held liable for information or content displayed on, retrieved from or linked to our websites and mobile applications, which may materially and adversely affect our business and operating results."

Regulations related to foreign direct investment in value-added telecommunication enterprises

On March 15, 2019, the National People's Congress approved the 2019 PRC Foreign Investment Law, which will come into effect on January 1, 2020 and replace the trio of existing laws regulating foreign investment in China, namely, the Sino-foreign Equity Joint Venture Enterprise Law, the Sino-foreign Cooperative Joint Venture Enterprise Law and the Wholly Foreign-invested Enterprise Law, together with their implementation rules and ancillary regulations. The 2019 PRC Foreign Investment Law is formulated to further expand the opening-up policy, vigorously promote foreign investment and protect the legitimate rights and interests of foreign investors. According to the 2019 PRC Foreign Investment Law, FIEs are entitled to "pre-entry national treatment" and are subject to a "negative list" management system. "Pre-entry national treatment" means that the treatment given to foreign investors and their investments at the investment access stage shall be no less favorable than the treatment given to domestic investors and their investments. The "negative list" management system means that the state shall implement special administrative measures for foreign investment access to certain specific fields, which will be issued by or approved to be issued by the State Council. A FIE would not be allowed to make investments in prohibited industries in the "negative list," while a FIE must satisfy certain conditions stipulated in the "negative list" for investment in restricted industries. The 2019 PRC Foreign Investment Law does not specify the detailed regulatory regime for VIE structures, please refer to "Risk Factors—Uncertainties exist with respect to the interpretation and implementation of the newly enacted 2019 PRC Foreign Investment Law and how it may impact the viability of our current corporate structure, corporate governance and business operations" and "Risk Factors—We face uncertainties as to whether the market entry clearance could be obtained if the future interpretation and implementation of the 2019 PRC Foreign Investment Law requires us to obtain one, failure of which may have materially and adversely impact on our operations."

Pursuant to the Provisions on Administration of Foreign Invested Telecommunications Enterprises, or the FITE Regulation, promulgated by the State Council on December 11, 2001 and amended on September 10, 2008 and February 6, 2016, and the Negative List, the ultimate foreign equity ownership in a value-added telecommunications services provider shall not exceed 50%, except for e-commerce business, domestic multi-party communications services business, store-and-forward business and call center business which may be 100% owned by foreign investors. In order to acquire any equity interest in a value-added telecommunication business in China, a foreign investor must satisfy a number of stringent performance and operational experience requirements, including demonstrating a good track record and experience in operating a value-added telecommunication business overseas. Foreign

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investors that meet these requirements must obtain approvals from MIIT and the MOFCOM or its authorized local counterparts, which retain considerable discretion in granting approvals. Pursuant to publicly available information, the PRC government has issued telecommunication business operating licenses to only a limited number of foreign-invested companies.

A Notice on Intensifying the Administration of Foreign Investment in Value-Added Telecommunications Services, issued by MIIT in July 2006, prohibits domestic telecommunication service providers from leasing, transferring or selling VATS Licenses to any foreign investor in any form, or providing any resources, sites or facilities to any foreign investor for their illegal operation of telecommunication businesses in China. Pursuant to this notice, either the holder of a VATS License or its shareholders must directly own the domain names and trademarks used by such license holder in its provision of value-added telecommunications services. The notice further requires each license holder to have the necessary facilities, including servers, for its approved business operations and to maintain the facilities in the regions covered by its license. If a license holder fails to comply with the requirements in the notice or cure any non-compliance, MIIT or its local counterparts have the discretion to take measures against the license holder, including revoking its VATS License.

In view of these restrictions on foreign direct investment in value-added telecommunication services under which our business falls into, we have established various variable interest entities and their subsidiaries to engage in value-added telecommunication services, including operation of our websites and mobile applications. We have contractual relationships with these variable interest entities but we do not have actual ownership interests in. See "Risk Factors—Risks Related to Our Corporate Structure—If the PRC government deems that the contractual arrangements in relation to our consolidated affiliated entities do not comply with PRC regulatory restrictions on foreign investment in the relevant industries, or if these regulations or the interpretation of existing regulations change in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations."

Regulations Related to Information Security, Censorship and Privacy

We are in the process of evaluating the potential impacts of the Internet Security Law on our current business practices. We plan to further strengthen our information management and privacy protection systems to better secure the user data stored in our system. See "Risk Factors—Risks Related to Our Business and Industry—Our ability to protect the confidential information of our users and funding sources and our ability to conduct our business may be adversely affected by cyber-attacks, computer viruses, physical or electronic break-ins or similar disruptions and we may be subject to liabilities imposed by the relevant government regulations."

Regulations related to internet security

The Standing Committee of the National People's Congress, China's national legislative body, enacted the Decisions on the Maintenance of Internet Security on December 28, 2000 and further amended on August 27, 2009, which may subject persons to criminal liabilities in China for any attempt to use the internet to (i) gain improper entry to a computer or system of strategic importance; (ii) disseminate politically disruptive information; (iii) leak state secrets; (iv) spread false commercial information; or (v) infringe upon intellectual property rights. In 1997, the Ministry of Public Security issued the Administration Measures on the Security Protection of Computer Information Network with International Connections which prohibits using the internet to leak state secrets or to spread socially destabilizing materials. If an ICP License holder violates these measures, the PRC government may revoke its ICP License and shut down its websites.

The Cybersecurity Law of the PRC, or the Cybersecurity Law, which was promulgated on November 7, 2016 by the Standing Committee of the National People's Congress and came into effect

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on June 1, 2017, provides that network operators shall perform their cyber security obligations and shall take technical measures and other necessary measures to protect the safety and stability of their networks. Under the Cybersecurity Law, network operators are subject to various security protection-related obligations, including, among others, (i) network operators shall comply with certain obligations regarding maintenance of the security of internet systems; (ii) network operators shall verify users' identities before signing agreements or providing certain services such as information publishing or real-time communication services; (iii) when collecting or using personal information, network operators shall clearly indicate the purposes, methods and scope of the information collection, the use of information collection, and obtain the consent of those from whom the information is collected; (iv) network operators shall strictly preserve the privacy of user information they collect, and establish and maintain systems to protect user privacy; (v) network operators shall strengthen management of information published by users, and when they discover information prohibited by laws and regulations from publication or dissemination, they shall immediately stop dissemination of that information, including taking measures such as deleting the information, preventing the information from spreading, saving relevant records, and reporting to the relevant governmental agencies.

The Internet Finance Guidelines and the Interim Measures also set out certain requirements applicable to online lending information intermediaries on, among other things, internet and information security. For example, an online lending information intermediary shall in accordance with the relevant provisions on internet security of the state and the requirements of the state's system for classified protection of information security, conduct the record-filing of the class determination and class testing of the information system, and possess perfect internet security facility and management system

Regulations related to privacy protection

On December 7, 2011, MIIT issued the Several Provisions on Regulating the Market Order of Internet Information Services, pursuant to which an internet information service provider may not collect any user personal information or provide any such information to third parties without the consent of a user. In addition, an internet information service provider must expressly inform the users of the method, content and purpose of the collection and processing of such user personal information and may only collect such information necessary for the provision of its services. An internet information service provider is also required to properly maintain the user personal information, and in case of any leak or likely leak of the user personal information, online lending service providers must take immediate remedial measures and, in severe circumstances, make an immediate report to the telecommunications regulatory authority.

In addition, pursuant to the Decision on Strengthening the Protection of Online Information issued by the Standing Committee of the National People's Congress on December 28, 2012 and the Order for the Protection of Telecommunication and Internet User Personal Information issued by MIIT on July 16, 2013, any collection and use of users' personal information must be subject to the consent of the users, abide by the principles of legality, rationality and necessity and be within the specified purposes, methods and scopes.

Pursuant to the Ninth Amendment to the Criminal Law issued by the Standing Committee of the National People's Congress on August 29, 2015 and becoming effective on November 1, 2015, any ICP License holder that fails to fulfill the obligations related to internet information security administration as required by applicable laws and refuses to rectify upon orders, will be subject to criminal liability for (i) any dissemination of illegal information in large scale; (ii) any severe effect due to the leakage of the client's information; (iii) any serious loss of evidence of criminal activities; or (iv) other severe situations. In addition, any individual or entity that (i) sells or provides personal information to others unlawfully, or (ii) steals or illegally obtains any personal information, will be subject to criminal liability in severe situations.

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On May 8, 2017, the Supreme People's Court and the Supreme People's Procuratorate released the Interpretations of the Supreme People's Court and the Supreme People's Procuratorate on Several Issues Concerning the Application of Law in the Handling of Criminal Cases Involving Infringement of Citizens' Personal Information, or the Personal Information Interpretations, which became effective on June 1, 2017. The Personal Information Interpretations provides more practical conviction and sentencing criteria for the infringement of citizens' personal information and mark a milestone for the criminal protection of citizens' personal information.

Furthermore, the Interim Measures requires online lending information intermediaries to reinforce the management of lenders' and borrowers' information, so as to ensure the legitimacy and security regarding the collection, processing and use of lenders' and borrowers' information. The Interim Measures also requires that online lending information intermediaries shall keep confidential the lenders' and borrowers' information collected in the course of their business, and shall not use such information for any other purpose except for services they provide without the approval of lenders or borrowers.

Regulations Related to Product Quality and Consumer Protection

Regulations related to Product Quality

Pursuant to the Product Quality Law of PRC promulgated by the Standing Committee of the NPC in February 1993, and as amended in 2000, 2009 and 2018, respectively, or the Product Quality Law, products offered for sale must satisfy relevant quality and safety standards. Enterprises may not produce or sell counterfeit products in any fashion, 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 violations may result in civil liabilities and administrative penalties, such as compensation for damages, fines, suspension or shutdown of business, as well as confiscation of products illegally produced and sold and 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 and it is the manufacturer that should bear the liability, the seller has a right of recourse against the manufacturer. Similarly, if the manufacturer pays compensation and it is the seller that should bear the liability, the manufacturer has a right of recourse against the seller.

Regulations related to Consumer Protection

The Consumer Protection Law sets out the obligations of business operators and the rights and interests of the consumers in China. Pursuant to this law, business operators must 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. Failure to comply with the Consumer Protection Law may subject business operators to civil liabilities such as refunding purchase prices, replacement of commodities, repairing, ceasing damages, compensation, and restoring reputation, and even subject the business operators or the responsible individuals to criminal penalties when personal damages are involved or if the circumstances are severe. The Consumer Protection Law was further amended in October 2013 and became effective in March 2014. The amended Consumer Protection Law and the Online Trading Measures further strengthen the protection of consumers and impose more stringent requirements and obligations on business operators and online shopping platform. For example, the consumers are entitled to return the goods, subject to certain exceptions, within seven days upon receipt without any reasons when they purchase the goods from business operators on the internet. The consumers whose interests have been damaged due to their purchase of goods or acceptance of services on online marketplace platforms may claim damages from sellers or service providers. Where the operator of the

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online shopping platform cannot provide the real name, address and effective contact of the sellers or the service providers, the consumers may claim damages from the operator of the online shopping platform directly. If the online shopping platform makes a commitment that is more conducive to the consumers, the operator of the online shopping platform shall fulfill such commitment. Moreover, if business operators deceive consumers or knowingly sell substandard or defective products, they should not only compensate consumers for their losses, but also pay additional damages equal to three times the price of the goods or services.

We are subject to these laws and regulations as a service provider and an operator of the online shopping platform.

Regulations Related to Intellectual Property Rights

Regulations related to copyrights

The Copyright Law of the PRC (Revised in 2010), the Copyright Law, provides that Chinese citizens, legal persons, or other organizations shall, whether published or not, own copyright in their copyrightable works, which include, among others, works of literature, art, natural science, social science, engineering technology and computer software. Copyright owners enjoy certain legal rights, including right of publication, right of authorship and right of reproduction.

The Computer Software Copyright Registration Measures, or the Software Copyright Measures, regulates registrations of software copyright, exclusive licensing contracts for software copyright and assignment agreements. The National Copyright Administration of China administers software copyright registration and China Copyright Protection Center, or the CPCC, is designated as the software registration authority. The CPCC shall grant registration certificates to the computer software copyrights applicants which meet the requirements of both the Software Copyright Measures and the Computer Software Protection Regulations (Revised in 2013).

As of March 31, 2019, we had registered 253 software copyrights in the PRC.

Regulations related to trademarks

Trademarks are protected by the Trademark Law of the PRC (Revised in 2019) which was adopted in 1982 and subsequently amended in 1993, 2001, 2013 and 2019 respectively as well as by the Implementation Regulations of the PRC Trademark Law adopted by the State Council in 2002 and as most recently amended on April 29, 2014. The Trademark Office under the SAIC handles trademark registrations. The Trademark Office grants a ten-year term to registered trademarks and the term may be renewed for another ten-year period upon request by the trademark owner. A trademark registrant may license its registered trademarks to another party by entering into trademark license agreements, which must be filed with the Trademark Office for its record. As with trademarks, the Trademark Law has adopted a first-to-file principle with respect to trademark registration. If a trademark applied for is identical or similar to another trademark which has already been registered or subject to a preliminary examination and approval for use on the same or similar kinds of products or services, such trademark application may be rejected. Any person applying for the registration of a trademark may not injure existing trademark rights first obtained by others, nor may any person register in advance a trademark that has already been used by another party and has already gained a sufficient degree of reputation through such party's use.

As of March 31, 2019, we have registered 229 trademarks in the PRC.

Regulations related to domain names

MIIT promulgated the Measures on Administration of Internet Domain Names, or the Domain Name Measures, on August 24, 2017, which became effective on November 1, 2017 and replaced the

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Administrative Measures on China Internet Domain Name promulgated by MII on November 5, 2004. Pursuant to the Domain Name Measures, MIIT is in charge of the administration of PRC internet domain names. China Internet Network Information Center, or CNNIC, under the supervision of MIIT, is responsible for the daily administration of.cn domain names and Chinese domain names. The domain name registration follows a first-to-file principle. Applicants for registration of domain names shall provide the true, accurate and complete information of their identifications to domain name registration service institutions. The applicants will become the holder of such domain names upon the completion of the registration procedure.

As of March 31, 2019, we have registered 211 domain names in the PRC (.cn country and regional code top-level domain names and Chinese domain names).

Regulations Related to Foreign Exchange

General administration of foreign exchange

Under the PRC Foreign Currency Administration Rules promulgated on January 29, 1996 and most recently amended on August 5, 2008 and various regulations issued by the State Administration of Foreign Exchange, or SAFE and other relevant PRC government authorities, RMB is convertible into other currencies for current account items, such as trade-related receipts and payments and payment of interest and dividends. The conversion of RMB into other currencies and remittance of the converted foreign currency outside the PRC for of capital account items, such as direct equity investments, loans and repatriation of investment, requires the prior approval from SAFE or its local office. Payments for transactions that take place within the PRC must be made in RMB.

The Circular of SAFE on Further Improving and Adjusting Foreign Exchange Administration Policies for Direct Investment, or the SAFE Circular 59 promulgated by SAFE on November 19, 2012, which became effective on December 17, 2012 and was further amended on May 4, 2015 and October 10, 2018, respectively, amends and simplifies the foreign exchange procedures related to direct investment. Pursuant to the SAFE Circular 59, the opening of various special purpose foreign exchange accounts, the reinvestment of RMB proceeds by foreign investors in the PRC and remittance of foreign exchange profits and dividends by a foreign-invested enterprise to its foreign shareholders no longer require the approval or verification of SAFE. In addition, domestic companies are allowed to provide cross-border loans not only to their offshore subsidiaries, but also to their offshore parents.

In May 2013, SAFE also promulgated the Circular on Printing and Distributing the Provisions on Foreign Exchange Administration over Domestic Direct Investment by Foreign Investors and the Supporting Document, as amended on October 10, 2018, which specifies that the administration by SAFE or its local branches over direct investment by foreign investors in the PRC shall be conducted by way of registration and banks shall process foreign exchange business relating to the direct investment in the PRC based on the registration information provided by SAFE and its branches. In February 2015, SAFE promulgated the Notice on Further Simplifying and Improving the Foreign Exchange Management Policies for Direct Investment, or the SAFE Circular 13, which took effect on June 1, 2015. SAFE Circular 13 delegates the power to enforce the foreign exchange registration in connection with inbound and outbound direct investments under relevant SAFE rules from local branches of SAFE to banks, thereby further simplifying the foreign exchange registration procedures for inbound and outbound direct investments.

On March 30, 2015, 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 SAFE Circular 19, which took effective on June 1, 2015 and replaced SAFE Circular 142 and SAFE Circular 45. On June 9, 2016, SAFE further promulgated the Notice of the State Administration of Foreign Exchange on Reforming and Standardizing the Foreign Exchange Settlement Management Policy of Capital Account, or SAFE Circular 16, which, among other things,

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amends certain provisions of SAFE Circular 19. Pursuant to SAFE Circular 19 and SAFE Circular 16, the flow and use of the Renminbi capital converted from foreign currency denominated registered capital of a foreign-invested company is regulated such that Renminbi capital may not be used for business beyond its business scope or to provide loans to persons other than affiliates unless otherwise permitted under its business scope.

On January 26, 2017, SAFE issued the Notice on Improving the Check of Authenticity and Compliance to Further Promote Foreign Exchange Control, or SAFE Circular 3, which stipulates several capital control measures with respect to the outbound remittance of profit from domestic entities to offshore entities, including (i) under the principle of genuine transaction, banks shall check board resolutions regarding profit distribution, the original version of tax filing records and audited financial statements; and (ii) domestic entities shall hold income to account for previous years' losses before remitting the profits. Moreover, pursuant to SAFE Circular 3, domestic entities shall make detailed explanations of the sources of capital and utilization arrangements, and provide board resolutions, contracts and other proof when completing the registration procedures in connection with an outbound investment.

Regulations related to foreign exchange registration of offshore investment by PRC residents

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, including PRC resident natural persons or PRC 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. The term "control" under SAFE Circular 37 is broadly defined as the operation rights, beneficiary rights or decision-making rights acquired by the PRC residents in the offshore special purpose vehicles by such means as acquisition, trust, proxy, voting rights, repurchase, convertible bonds or other arrangements. In addition, such PRC residents 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. SAFE further enacted SAFE Circular 13, which allows PRC residents to register with qualified banks in connection with 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 continue to fall under the jurisdiction of the relevant local branch of SAFE.

In the event that a PRC resident 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, and the special purpose vehicle may be restricted in its ability to contribute additional capital into its PRC subsidiary. Moreover, failure to comply with the various SAFE registration requirements described above could result in liability under PRC law for evasion of foreign exchange controls.

Regulations Related to Dividend Distribution

The principal laws and regulations regulating the dividend distribution of dividends by foreign-invested enterprises in the PRC include the Company Law of the PRC, as amended in 2004, 2005, 2013 and 2018, the Wholly Foreign-owned Enterprise Law promulgated in 1986 and amended in 2000 and 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 subsequently amended in 1990, 2001 and 2016 and its implementation regulations promulgated in 1983 and subsequently amended in 1986, 1987, 2001, 2011, 2014 and 2019, and the Cooperative Joint Venture Law of the PRC

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promulgated in 1988 and amended in 2000 and 2016 and its implementation regulations promulgated in 1995 and amended in 2014 and 2017, of which the Wholly Foreign-invested Enterprise Law, the Equity Joint Venture Law and the Cooperative Joint Venture Law, together with their implementation regulations will be replaced by 2019 PRC Foreign Investment Law from January 1, 2020. Under the current regulatory regime in the PRC, foreign-invested enterprises in the PRC may pay dividends only out of their retained earnings, if any, determined in accordance with PRC accounting standards and regulations. A PRC company is required to set aside as statutory reserve funds at least 10% of its after-tax profit, until the cumulative amount of such reserve funds reaches 50% of its registered capital unless laws regarding foreign investment provide otherwise. A PRC company may, at its discretion, allocate a portion of its after-tax profits based on PRC accounting standards to other reserve funds. These reserves are not distributable as cash dividend. 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 Related to Taxation

Regulations related to enterprise income tax

On March 16, 2007, the Standing Committee of 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, respectively, and on December 6, 2007, the State Council enacted the Regulations for the Implementation of the Law on Enterprise Income Tax which was amended on April 23, 2019. Under these laws and regulations, or the EIT Law, both resident enterprises and non-resident enterprises are subject to enterprise income tax in the PRC. Resident enterprises are defined as enterprises that are established in China in accordance with PRC laws, or that are established in accordance with the laws of foreign countries but are actually or in effect controlled from within the PRC. Non-resident enterprises are defined as enterprises that are organized under the laws of foreign countries and whose actual management is conducted outside the PRC, but have established institutions or premises in the PRC, or have no such established institutions or premises but have income generated from inside the PRC. Under the EIT Law and relevant implementing regulations, a uniform corporate income tax rate of 25% is applied, unless they qualify for certain exceptions. Pursuant to the EIT Law and its implementation rules, the income tax rate of an enterprise that has been determined to be a high and new technology enterprise may be reduced to 15% with the approval of relevant tax authorities. If non-resident enterprises have not formed permanent establishments or premises in the PRC, or if they have formed permanent establishment or premises in the PRC but there is no actual relationship between the relevant income derived in the PRC and the established institutions or premises set up by them, enterprise income tax is set at the rate of 10% with respect to their income sourced from inside the PRC.

Under the EIT Law and its implementation rules, an enterprise established outside of the PRC with "de facto management body" within the PRC is considered a resident enterprise and will be subject to the EIT at the rate of 25% on its worldwide income. The term "de facto management body" refers to "the establishment that exercises substantial and overall management and control over the production, business, personnel, accounts and properties of an enterprise." Pursuant to SAT Circular 82 issued by the SAT in April 2009, an overseas registered enterprise controlled by a PRC company or a PRC company group will be classified as a "resident enterprise" with its "de facto management body" located within China if the following requirements are satisfied: (i) the senior management and core management departments in charge of its daily operations are mainly located in the PRC; (ii) its financial and human resources decisions are subject to determination or approval by persons or bodies located in the PRC; (iii) its major assets, accounting books, company seals, and minutes and files of its board and shareholders' meetings are located or kept in the PRC; and (iv) no less than half of the enterprise's directors or senior management with voting rights reside in the PRC. SAT issued additional

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rules to provide more guidance on the implementation of SAT Circular 82 in July 2011, and issued an amendment to SAT Circular 82 delegating the authority to its provincial branches to determine whether a Chinese-controlled overseas-incorporated enterprise should be considered a PRC resident enterprise, in January 2014. Although the SAT Circular 82, the additional guidance and its amendment only apply to overseas registered enterprises controlled by PRC enterprises and not those controlled by PRC individuals or foreigners, the determining criteria set forth in the circular may reflect SAT's general position on how the "de facto management body" test should be applied in determining the tax resident status of offshore enterprises, regardless of whether they are controlled by PRC enterprises, individuals or foreigners. If our offshore entities are deemed PRC resident enterprises, these entities may be subject to the EIT at the rate of 25% on their global incomes, except that the dividends distributed by our PRC subsidiaries may be exempt from the EIT to the extent such dividends are deemed "dividends among qualified resident enterprises."

Regulations related to value-added tax and business tax

The Provisional Regulations of the PRC on Value-added Tax were promulgated by the State Council on December 13, 1993 and came into effect on January 1, 1994, which was subsequently amended in 2008, 2016 and 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, or the MOF, on December 25, 1993, which was subsequently amended in 2008 and 2011. Pursuant to these regulations, or the VAT Law, all enterprises and individuals selling goods, services, intangible assets or real properties, providing processing, repair and replacement services, and importing goods in or to the PRC must pay value-added tax, or VAT, and entities or individuals providing services are subject to the VAT at a rate of 6% unless otherwise provided under relevant laws and regulations.

Pursuant to the Provisional Regulations of the PRC on Business Tax, which became effective on January 1, 1994, or the Business Tax Regulation, and its implementation rules, all enterprises and individuals providing taxable services, transferring intangible assets or selling real estate within the PRC must pay business tax. In November 2011, the MOF and the SAT jointly issued two circulars setting forth the details of the pilot VAT reform program, which change the charge of sales tax from business tax to VAT for certain pilot industries. The VAT reform program initially applied only to the pilot industries in Shanghai, and was expanded to eight additional regions, including, among others, Beijing and Guangdong province, in 2012. In August 2013, the program was further expanded nationwide. In May 2016, the pilot program was extended to cover additional industry sectors such as construction, real estate, finance and consumer services. On November 19, 2017, the Business Tax Regulation was abolished.

As of the date of this prospectus, all our PRC subsidiaries and variable interest entities are subject to the VAT at rates ranging from 3% to 13%.

Regulations related to dividend withholding tax

The EIT Law provides that since January 1, 2008, an income tax rate of 10% will normally be applicable to dividends declared to non-PRC resident investors which do not have an establishment or place of business in the PRC, or which have such establishment or place of business but the relevant income is not effectively connected with the establishment or place of business, to the extent such dividends are derived from sources within the PRC.

Pursuant to an Arrangement Between the Mainland of China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Incomes, or the Double Tax Avoidance Arrangement, and other applicable PRC laws, if a Hong Kong resident enterprise is determined by the competent PRC tax authority to have

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satisfied the relevant conditions and requirements under such Double Tax Avoidance Arrangement and other applicable laws, the 10% withholding tax on the dividends the Hong Kong resident enterprise receives from a PRC resident enterprise may be reduced to 5%. However, based on the Circular on Certain Issues with Respect to the Enforcement of Dividend Provisions in Tax Treaties, or SAT Circular 81, issued on February 20, 2009 by SAT, if the relevant PRC tax authorities determine, in their discretion, that a company benefits from such reduced income tax rate due to a structure or arrangement that is primarily tax-driven, such PRC tax authorities may adjust the preferential tax treatment. Moreover, pursuant to a SAT Circular 9 issued by the State Administration of Taxation in February 2018, which became effective from April 1, 2018 and supersede the SAT Circular 601 issued by SAT in October 2009, a resident of a contracting state will not qualify for the benefits under the tax treaties or arrangements, if it is not the "beneficial owner" of the dividend, interest and royalty income. Pursuant to SAT Circular 9, a "beneficial owner" is required to have ownership and the right to dispose of the income or the rights and properties giving rise to the income, and generally engage in substantive business activities. An agent or conduit company will not be regarded as a "beneficial owner" and, therefore, will not qualify for treaty benefits. A conduit company normally refers to a company that is set up primarily for the purpose of evading or reducing taxes or transferring or accumulating profits.

Regulations related to income tax for share transfer

On February 3, 2015, SAT issued SAT Notice 7, which partially replaced and supplemented previous rules under SAT Circular 698. On October 17, 2017, SAT issued SAT Bulletin 37, which came into effect on December 1, 2017 and concurrently abolished SAT Circular 698. The SAT Bulletin 37 further clarifies the practice and procedure of the withholding of non-resident enterprise income tax. By promulgating and implementing these circulars, the PRC tax authorities have enhanced their scrutiny over the direct or indirect transfer of equity interests or other taxable assets in a PRC resident enterprise by a non-resident enterprise. Under SAT Notice 7 and SAT Bulletin 37, where a non-resident enterprise transfers the equity interests or other taxable assets of a PRC "resident enterprise" indirectly by disposition of the equity interests of an overseas holding company, the non-resident enterprise, being the transferor, or the transferee, or the PRC entity which directly owned the taxable assets may report to the relevant tax authority this "indirect transfer." Using a "substance over form" principle, the PRC tax authority may re-characterize such indirect transfer as a direct transfer of the equity interests in the PRC tax resident enterprise and other properties in China. As a result, gains derived from such indirect transfer may be subject to PRC tax at a rate of up to 10%. We face uncertainties on the reporting and consequences on private equity financing transactions, share transfers or other transactions involving the transfer of shares in our company by investors that are non-PRC resident enterprises, or sale or purchase of shares in other non-PRC resident companies or other taxable assets by us. We and our non-resident investors may be at risk of being required to file a return and being taxed under SAT Notice 7 and SAT Bulletin 37, and we may be required to expend valuable resources to comply with SAT Notice 7 and SAT Bulletin 37 or to establish that we should not be taxed under these circulars.

Regulations Related to Employee Stock Incentive Plan

Pursuant to the Notice of Issues Related to the Foreign Exchange Administration for Domestic Individuals Participating in Stock Incentive Plan of Overseas Listed Company, or Circular 7, which was issued by SAFE on February 15, 2012, employees, directors, supervisors, and other senior management who participate in any stock incentive plan of an publicly-listed overseas company and who are PRC citizens or non-PRC citizens residing in China for a continuous period of no less than one year, subject to a few exceptions, are required to register with SAFE through a qualified domestic agent, which may be a PRC subsidiary of such overseas listed company, and complete certain other procedures. In addition, SAFE Circular 37 provides that PRC residents who participate in a share incentive plan of an

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overseas private special purpose company may register with SAFE or its local branches before exercising rights.

In addition, SAT has issued certain circulars concerning employee stock options and restricted shares. Under these circulars, employees working in the PRC who exercise stock options or are granted restricted shares will be subject to PRC individual income tax. The PRC subsidiaries of an overseas listed company are required to file documents related to employee stock options and restricted shares with relevant tax authorities and to withhold individual income taxes of employees who exercise their stock option or purchase restricted shares. If the employees fail to pay or the PRC subsidiaries fail to withhold income tax in accordance with relevant laws and regulations, the PRC subsidiaries may face sanctions imposed by the tax authorities or other PRC governmental authorities.

Regulations Related to Employment and Social Welfare

Regulations related to labor contract

The Labor Contract Law of the PRC, the Labor Contract Law, which was promulgated on January 1, 2008 and amended on December 28, 2012, is primarily aimed at regulating rights and obligations of employer and employee relationships, including the establishment, performance and termination of labor contracts. Pursuant to the Labor Contract Law, labor contracts shall be concluded in writing if labor relationships are to be or have been established between employers and the employees. Employers are prohibited from forcing employees to work above certain time limit and employers shall pay employees for overtime work in accordance to national regulations. In addition, employee wages shall be no lower than local standards on minimum wages and shall be paid to employees timely.

Regulations related to social insurance and housing fund

Enterprises in China are required by the Social Insurance Law of the PRC promulgated by the Standing Committee of the National People's Congress in October 2010 which became effective in July 2011 and was amended in December 2018, or the Social Insurance Law, the Regulations on Management of Housing Provident Fund released by the State Council in March 2002 which was amended in March 2019, and other related rules and regulations, to participate in certain employee benefit plans, including social insurance funds, namely a pension plan, a medical insurance plan, an unemployment insurance plan, an occupational injury insurance plan and a maternity insurance plan, and a housing provident fund, and contribute to the plans or funds in amounts equal to certain percentages of salaries, including bonuses and allowances, of the employees as specified by the local government. Failure to make adequate contributions to various employee benefit plans may be subject to fines and other administrative sanctions. Pursuant to the Social Insurance Law, an employer that fails to make social insurance contributions may be ordered to rectify the non-compliance and pay the required contributions within a stipulated deadline and be subject to a late fee of 0.05% per day, as the case may be. If the employer still fails to rectify the failure to make social insurance contributions within the deadline, it may be subject to a fine ranging from one to three times the amount overdue. Pursuant to the Regulations on Management of Housing Fund, an enterprise that fails to make housing fund contributions may be ordered to rectify the noncompliance and pay the required contributions within a stipulated deadline.

Regulations Related to M&A Rules and Overseas Listing

On August 8, 2006, six PRC governmental and regulatory agencies, including MOFCOM and CSRC, promulgated the Rules on Mergers and Acquisition of Domestic Enterprises by Foreign Investors, or the M&A Rules, effective as of September 8, 2006 and later revised on June 22, 2009, which governs the mergers and acquisitions of domestic enterprises by foreign investors. The M&A

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Rules, among other things, requires that if an overseas company established or controlled by PRC companies or individuals intends to acquire equity interests or assets of any other PRC domestic company affiliated with such PRC companies or individuals, such acquisition must be submitted to MOFCOM for approval. The M&A Rules also requires that an offshore special purpose vehicle formed for overseas listing purposes and controlled directly or indirectly by the PRC individuals or companies shall obtain the approval of the CSRC prior to overseas listing and trading of such special purpose vehicle's securities on an overseas stock exchange.

Regulations Related to our Business Operation in Hong Kong

Regulations related to the Stock Business

The SFC authorizes corporations and individuals through licenses to act as financial intermediaries. Under the SFO, a corporation which is not an authorized financial institution but carries out the following activities must be licensed by the SFC unless one of the following exemptions under the SFO applies: (i) carrying on a business in a regulated activity (or holding itself out as carrying on a regulated activity); or (ii) actively marketing, whether in Hong Kong or from a place outside Hong Kong, to the public any services it provides, which would constitute a regulated activity if provided in Hong Kong.

According to the SFO, a licensed corporation must maintain a minimum level of paid-up share capital and liquid capital not less than the amounts specified under the Financial Resources Rules. If the licensed corporation applies for more than one type of regulated activity, the minimum paid-up share capital and liquid capital shall be the higher or the highest amount individually required amongst those regulated activities.

In addition, each licensed corporation should appoint at least two responsible officers to directly supervise the conduct of each regulated activity for which the licensed corporation operates and at least one of the proposed responsible officers must be an executive director of the licensed corporation as defined under the SFO. As defined by the SFO, an "executive director" refers to a director of the corporation who actively participates in or is responsible for directly supervising the business of the regulated activity. All executive directors must seek SFC's prior approval as responsible officers accredited to the licensed corporation. Further, for each regulated activity, the licensed corporation should have at least one responsible officer available at all times to supervise the business. The same individual may be appointed to be a responsible officer for more than one regulated activity, as long as he/she is fit and proper to be so appointed and there is no conflict in the roles assumed. A person who intends to apply to be a responsible officer must demonstrate that he/she fulfills the criteria relating to sufficient authority and competence requirements. An applicant should have sufficient authority to supervise the business of regulated activity within the licensed corporation. Additionally, the applicant has to fulfill competence criteria relating to academic/industry qualifications, relevant industry experience, management experience and local regulatory framework paper.

As of March 31, 2019 through 9F Primasia Securities, we have obtained the following licenses from SFC: (i) SFO Type1 Licence, effective as of December 17, 2010, for conducting regulated activities related to dealing in securities; (ii) SFO Type 4 Licence, effective as of 24 June 2003, for conducting regulated activities related to advising on securities; (iii) SFO Type 5 Licence, effective as of 24 June 2003, for conducting regulated activities related to advising on futures contracts; and (iv) SFO Type 9 Licence, effective as of 24 June 2003, for conducting regulated activities related to asset management.

Also, we have nine persons licensed with the SFC and can carry out regulated activities for our Hong Kong business, of whom five had been approved as responsible officers. The number of Responsible Officers for our Type 1, Type 4, Type 5 and Type 9 regulated activities under the SFO as of the date of this prospectus were 5, 3, 2 and 3 respectively.

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Ongoing obligations for compliance by licensed corporations and intermediaries

In April 2017, the SFC issued the Licensing Handbook, which provides the ongoing obligations for compliance of a licensed corporation. In general, licensed corporations and licensed representatives must remain fit and proper at all times and must comply with all applicable provisions of the SFO and its subsidiary legislation as well as the codes and guidelines issued by the SFC. There must also be at least one responsible officer available at all times to supervise the licensed corporation's business of carrying on a regulated activity.

Also, a licensed corporation is required by the Securities and Futures (Licensing and Registration) (Information) Rules to notify the SFC of certain changes and events, which include, among others, changes in the basic information of the licensed corporation, its controlling persons and responsible officers, or subsidiaries that carry on a business in a regulated activity; changes in the capital and shareholding structure of the licensed corporation; and significant changes in business plan.

Furthermore, according to SFO, the related licences in related to all or certain regulated activity of such corporation may be suspended or revoked by the SFC if the licensed corporation does not carry on all or some of the regulated activity for which it is licensed.

Regulations related to the Hong Kong Insurance Brokerage Business

The Insurance Companies Ordinance, as amended and supplemented from time to time, or the ICO, supports a self-regulatory regime for insurance intermediaries, i.e., insurance agents and brokers. The ICO defines the distinct roles of insurance brokers and require them to be appointed or authorized respectively in accordance with the relevant provisions of the ICO.

Types of insurance business

The ICO requirements vary depending on the type of insurance business being undertaken by an insurer. The ICO defines two main types of business as follows: (i) general business, which covers all business other than long-term business, including but not limited to accident and sickness, fire, property, motor vehicle, general liability, financial loss and legal expenses insurance; and (ii) long-term business, which covers those types of insurance business in which policies are typically in place for long periods and includes but not limited to life and annuity, linked long-term, permanent health and retirement scheme management policies.

An insurer that undertakes both long-term and general business is referred to by the Insurance Authority, or the IA, as a composite insurer. In addition to these main types of business, the IA imposes further requirements on insurers conducting insurance business (not being reinsurance business) relating to liabilities or risks in respect of which persons are required by any Ordinance to be insured, including employees' compensation insurance, third-party insurance in respect of motor vehicles and local vessels, and building owners' corporation third party risks insurance.

Insurance broker appointment

Under ICO, a person is prohibited from holding himself out as an insurance broker unless he is properly appointed or authorized. A person is also prohibited from holding himself out as an appointed insurance agent and an authorized insurance broker at the same time. It is an offense under the ICO for an insurer to effect a contract of insurance through, or accept insurance business referred to it by, an insurance intermediary who has not been properly appointed or authorized.

A person intending to act as an insurance broker shall either seek authorization from the public officer appointed as the IA, pursuant to the ICO, or apply to become a member of a body of insurance brokers approved by the IA. In either way the insurance broker is subject to the same statutory

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requirements. For an insurance broker who is a member of an approved body of insurance brokers, he is also subject to the membership regulation of his own professional body which is approved by the IA.

The IA is required to maintain a register of authorized insurance brokers as well as a register of approved bodies of insurance brokers. The registers are open for public inspection. An approved body of insurance brokers is required to maintain a register of its members which contains the information required by the IA in respect of each member for public inspection.

We, through 9F Wealth Management Limited, is approved as an insurance broker by Professional Insurance Brokers Association, or the PIBA, which is in turn approved by the IA as a body of insurance brokers, to carry out both long-term (include linked long-term) and general business. Its chief executive is registered to carry out the relevant lines of business.

Acting as mandatory provident fund intermediary

We also through 9F Wealth Management Limited carry on business as an intermediary for Mandatory Provident Fund, or the MPF. MPF is regulated by the Mandatory Provident Fund Schemes Authority, or the MPFA. Conducting business as an MPF intermediary also requires licenses. According to Mandatory Provident Fund Schemes Ordinance, the MPFA relies on the existing regulatory regimes including the IA (including the self-regulated organizations such as PIBA) to license and supervise MPF intermediaries.

To meet basic registration requirements, an applicant must be supervised by one or more of the three financial regulatory regimes, namely, the MPFA, the IA and/or the SFC. An individual applicant must pass an MPF intermediaries examination recognized by the MPFA. In addition, the applicant must satisfy the MPFA that he/she is fit and proper to be registered as an MPF intermediary.

A register bearing particulars of registered MPF intermediaries is available for inspection at the office of the MPFA.

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MANAGEMENT

Directors and Executive Officers

The following table sets forth information regarding our directors and executive officers as of the date of this prospectus.

Directors and Executive Officers		Position/Title

Lei Sun	40	Chairman of the Board of Directors and Chief Executive Officer
Yifan Ren	36	Director
Changxing Xiao	46	Director
Flynn Xuxian Huang	49	Director
Ivan Xu	44	Director
Junsheng Zhang	50	Director
Wing Hon Cheung	41	Director
Fangxiong Gong	55	Independent Director appointee*
David Cui	50	Independent Director appointee*
Yanjun Lin	40	Chief Financial Officer and Director, Chief Executive Officer of Our International Businesses and 9F Primasia Securities
Lei Liu	37	Executive President, Chief Risk Officer and Director appointee**
Lixing Chen	37	Vice President, Chief Executive Officer of Jiufu Puhui
Xiaojun Yang	44	President, Chairman of Jiufu Puhui
Zhijun Li	38	Vice President and Chief Marketing Officer
Guisheng Li	40	Vice President, Chief Executive Officer of Financial Institution Business
Zengxiao Jin	37	Vice President and Chief Executive Officer of One Card Business

*: Mr. Fangxiong Gong and Mr. David Cui have accepted appointments as our independent directors, effective upon the SEC's declaration of effectiveness of our registration statement on Form F-1, of which this prospectus is a part.
**: Mr. Lei Liu has accepted appointment as our director, effective upon the SEC's declaration of effectiveness of our registration statement on Form F-1, of which this prospectus is a part.

Lei Sun has been our chief executive officer since our inception, our director since January 2014, and our chairman of the board of directors since November 2017. Mr. Sun has over fifteen years of experience in financial services industry and is a recipient of numerous prestigious national awards. Prior to founding our company in August 2006, Mr. Sun was a senior manager at the head office of China Minsheng Bank (HKEX: 1988) from September 2005 to August 2006. From August 2005 to September 2005, Mr. Sun served as a department head with Digital China Group Co., Ltd. (SZ: 000034) in charge of the development of internet financing products. Prior to that, Mr. Sun served as a director of banking service department with Taihe Chengxin Investment Co., Ltd. from August 2004. From March 2003 to August 2004, Mr. Sun served as the department head of financial services department of Hi Sun Technology (China) Limited (HKEX: 0818). Mr. Sun received his bachelor's degree in finance and EMBA from Peking University in 2003 and 2013, respectively.

Yifan Ren has been a director of our company since January 2014. Mr. Ren has been serving as the general manager of Beijing Aidi Telecommunication Co., Ltd. since June 2012. From January 2009 to

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June 2012, Mr. Ren worked with Beijing Tiantianfeidu Information Technology Co., Ltd. as the general manager. Between June 2005 and June 2006, Mr. Ren worked as a producer with Beijing News Radio. Mr. Ren received his bachelor's degree in journalism from Peking University in 2005 and his master's degree in media & communications from Fordham University in 2009.

Changxing Xiao has been a director of our company since January 2014. Mr. Xiao founded Will Hunting Capital in 2014 and has been serving as a partner since its inception. From 2001 to 2013, Mr. Xiao served as the chief executive officer and chairman of the board of Beijing Hi Sun Advanced Business Solutions Information Technology Limited. From 1995 to 2000, Mr. Xiao served as a department head with Beijing Founder Order Computer System Co., Ltd. Mr. Xiao received his bachelor's degree in international finance from Peking University in 1995.

Flynn Xuxian Huang has been our director since August 2014. Mr. Huang has rich experience running companies in the financial and investment industry. Mr. Huang has also been serving as the Chairman of Jih Sun Life Insurance Agency Co. since 2013, a director of Jih Sun Financial Holding Co., Ltd. (TWO:5820) and its subsidiaries since 2012, and a director of Taiwan Futures Exchange Corporation since 2015. From 2011 to 2014, Mr. Huang served as an executive director of Carry Wealth Holdings Limited (HKEX: 0643), in charge of day-to-day corporate management. From 2003 to 2014, Mr. Huang served an executive vice president of Paragon Lakewood Group in the U.S. From 2005 to 2011, Mr. Huang served as a director of First Choice Bank, a community bank in Southern California which he co-founded. Between 2004 and 2008, Mr. Huang served as a director and then the chairman of Shang Hua Holdings Limited (HKEX: 0371). Mr. Huang received his bachelor's degree of arts in business administration and accounting from the University of Washington in 1993 and his international master's degree of business administration from the University of Chicago Booth School of Business in 2002. Mr. Huang is a member of the American Institute of Certified Public Accountants and Washington Society of Certified Public Accountants.

Ivan Xu has been one of our directors since April 2015. Mr. Xu has served with Trendy International Group since 1999 and is concurrently serving as an executive director, in charge of brand operation and managing. Mr. Xu received his EMBA from Cheung Kong Graduate School of Business in 2015.

Junsheng Zhang has been our director since November 2018. He has been serving as the chairman of Hehe Holdings Co. Ltd., a company focusing on project investment and investment management, since January 2007. Prior to that, Mr. Zhang served as the general manager at Beijing Xiangshanyishu Real Estate Development Co. Ltd., where he oversaw all aspects of such company's operations. Mr. Zhang received his master's degree in business administration from Cheung Kong Graduate School of Business in 2012.

Wing Hon Cheung has been our director since November 2018. Mr. Cheung is a senior venture capitalist and has over 18 years of experience in entrepreneurship. He currently serves as the chairman of HGI Capital Holdings since its establishment in September 2009 and as the founding and managing partner of Zhong Wei Capital since September 2015, focusing on the venture capital investment and business incubation in the sectors of technology, media, internet and consumer. He also serves as an adjunct professor at the Chinese University of Hong Kong (Shenzhen), where he promotes the entrepreneurship education for students across various disciplines. Mr. Cheung served as an non-executive director at Guru Online (Holdings) Limited (HKEX: 8121), a company listed on the GEM of the Stock Exchange of Hong Kong Limited. He founded OOH Media Network Group in 2002, which merged with Focus Media Group (SZSE: 002027) in 2007. Prior to that, he founded URPhoto.com in 1999. Mr. Cheung received his bachelor's degree in business administration from the Chinese University of Hong Kong in 1999. He also attended the Global CEO Program at the China Europe International Business School and the China CEO Program at the Cheung Kong Graduate

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School of Business, and has been a visiting scholar at the Stanford Institute for Economic Policy Research since November 2016.

Fangxiong Gong will serve as our independent director starting from the SEC's declaration of effectiveness of our registration statement on Form F-1, of which this prospectus is a part. Dr. Gong has been in the financial industry for more than 23 years and is widely recognized in both the research and investment banking fields. Dr. Gong is currently a responsible officer of First Seafront Financial Limited, in respect of Type 1 (Dealing in Securities), 4 (Advising on Securities) and 9 (Asset Management) regulated activities since November 2016 and a responsible officer of First Seafront International Capital Limited, in respect of Type 1 (Dealing in Securities) and 6 (Corporate Finance) regulated activities since September 2018. Dr. Gong currently serves as an independent non-executive director of Bank of Shanghai Co., Ltd. (SSE:601229), a company listed on the Shanghai Stock Exchange. From September 2009 to April 2015, Dr. Gong served as a Managing Director of JPMorgan Securities (Asia Pacific) Ltd and Chairman of JPM China Investment Banking, and led JPMorgan China investment banking business. From June 2004 to August 2009, Dr. Gong acted as Head of JPMorgan China Research / Strategy and Chief Economist, leading JPMorgan's China research team covering equity research, market strategy, macro and foreign exchange rates. Dr. Gong also co-headed JPMorgan EM Asia market research and strategy. Before his career at JPMorgan, Dr. Gong was the Chief Strategist and Co-Head of Global Currency and Rates Research at Bank of America from September 1997 to May 2004. Dr. Gong was an economist at the Federal Reserve Bank of New York from 1995 to 1997, where his duties included research and policy submissions to the Federal Open Market Committee. Dr. Gong holds a Ph.D. in Financial Economics from the University of Pennsylvania, with the Ph.D. thesis jointly done in the Wharton School of University of Pennsylvania and the Economics Department of the University of Pennsylvania, an M.S. in Physics from Temple University in Philadelphia, an M.A. in Operation Research and Economics and a B.S. in Physics from Peking University.

David Cui will serve as our independent director starting from the SEC's declaration of effectiveness of our registration statement on Form F-1, of which this prospectus is a part. Mr. Cui has extensive experience in public accounting and financial management. Mr. Cui currently serves as the chief financial officer of Huami Corporation (NYSE: HMI) since August 2017. Mr. Cui has also served as an independent non-executive director of Inke Limited (HKEX: 3700) since June 2018. From August 2015 to April 2017, Mr. Cui was the chief financial officer of China Digital Video Holdings Limited (HKEX: 8280). Prior to that, Mr. Cui was an independent financial advisor to high growth companies on business strategies, fund raising, corporate governance and accounting matters. From April 2011 to August 2013, Mr. Cui was the chief financial officer in iKang Healthcare Group, Inc. (Nasdaq: KANG). He was an audit senior manager of Deloitte Touche Tohmutsu, China from April 2007 to April 2011. Prior to that, Mr. Cui was the financial reporting manager of Symantec Corporation (Nasdaq: SYMC). From April 2004 to August 2006, he served as an audit manager of Ernst & Young, California. Mr. Cui was a senior auditor in the Audit and Advisory Services practice of Health Net, Inc., California from May 2001 to April 2004. From January 1996 to May 2001, Mr. Cui worked in public accounting in Canada and the United States. Mr. Cui received his bachelor's degree in business administration from Simon Fraser University, Canada in September 1997. Mr. Cui is a licensed CPA in the United States and Canada.

Yanjun Lin joined us in April 2015, and has been our chief financial officer since April 2016, chief executive officer of 9F Primasia Securities since August 2016, and chief executive officer of our international businesses since September 2017, and our director since November 2017. Mr. Lin has worked in the banking and finance industry for more than 15 years. Mr. Lin has been serving as an independent non-executive director of Bank of Jinzhou Co., Ltd. (HKEX: 0416) since January 2017. Mr. Lin served as the director of Barclays Capital Asia Limited from August 2012 to April 2015. Prior to that, Mr. Lin served as an associate, vice president and director at Credit Suisse (Hong Kong)

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Limited from June 2008 to August 2012. Mr. Lin was an investment banker with BOC International Holdings Limited, Cazenove (Asia) Limited and Bear Stearns Asia Limited before joining Credit Suisse (Hong Kong) Limited. Mr. Lin also currently serves as the director of Asian Youth Orchestra, the director of Smart Finance Research Center of Financial Science and Technology Institute at Tsinghua University, the deputy secretary general of the Union of Finance Alumni of Peking University, and is a Fellow of Aspen Institute's China Fellowship Program. Mr. Lin received his bachelor's degree in money and banking from Peking University in 2001 and is an EMBA candidate of PBC School of Finance of Tsinghua University.

Lei Liu is our co-founder and has been serving as our executive president and chief risk officer since 2007. Mr. Liu will serve as our director starting from the SEC's declaration of effectiveness of our registration statement on Form F-1, of which this prospectus is a part. Prior to founding our business, Mr. Liu worked as the senior product manager of the retail banking department of the head office of China Minsheng Bank (HKEX: 1988) from 2006 through 2007, responsible for developing personal loan products. Prior to that, Mr. Liu served as a supervisor of personal finance business with the Shenzhen branch of China Minsheng Bank, responsible for business development and product design since 2003. Mr. Liu received his bachelor's degree in economics from Shanghai University of Finance and Economics in 2003, and his EMBA degree from Peking University in 2018.

Lixing Chen is our co-founder and has served as our vice president since August 2006 and chief executive officer of Jiufu Puhui since December 2018. Mr. Chen worked with us since our inception of business in 2006 as our co-founder and our vice president in charge of research and development of financial service solutions and internet products. From January 2005 to July 2006, Mr. Chen worked as a project manager with Regal Lloyds International Real Estate Consultants Beijing Co., Ltd. Between July 2003 and December 2004, Mr. Chen served as an analyst at China Economic Information Network Co., Ltd. Mr. Chen received his bachelor's degree in finance from Peking University in 2003 and his master's degree in finance from the Institute of Finance & Banking of the Chinese Academy of Social Sciences in 2014.

Xiaojun Yang has been our president since March 2016 and Chairman of Jiufu Puhui since September 2017. Immediately prior to joining us, Mr. Yang served as the vice chairman of Lufax (Shanghai Lujiazui International Financial Asset Exchange Co., Ltd.), the largest P2P and financial asset trading platform in China, from February 2015 to March 2016. Between May 2009 and February 2015, Mr. Yang worked as the deputy general director of the Financial Innovation Supervision Department of the CBRC. From October 2005 to May 2009, Mr. Yang served as the division director of fund investment of Mutual Fund Supervision of the CSRC. From September 2004 to October 2005, Mr. Yang served as the depute general secretary of the Government of Mianyang City, Sichuan Province. From November 2001 to September 2004, Mr. Yang worked as an assistant in market surveillance division of Market Supervision Department of the CSRC. Mr. Yang received his bachelor's degree in applied mathematics from Xi'an Jiaotong University in 1996, his master's degree in international economics and Ph.D degree in accounting from Xiamen University in 2002, and his MBA degree from the University of Cambridge in 2007.

Zhijun Li has been our vice president and the chief marketing officer and chief executive officer of our business line of Wukong Licai since December 2013. Before joining us, from June 2013 to September 2013, Mr. Li worked with Tencent Technology (Beijing) Co., Ltd. as product marketing manager, in charge of product design and marketing operation. From January 2009 to June 2013, Mr. Li worked with Beijing Kuailete Education Consultation Co., Ltd., where he served as a co-founder and was in charge of its brand promotions and the designs and operations of the relevant education products. Prior to that, from September 2006 to January 2009, Mr. Li served as a regional sales director of P&G (Guangzhou) Ltd., responsible for the marketing and promotion of P&G products in the entire Bohai gulf zone. Mr. Li received his bachelor's degree in car body design and his master's degree in vehicle engineering from Jilin University in 2003 and 2006, respectively.

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Guisheng Li has been our vice president since July 2010 and chief executive officer of our financial institution business since January 2014. Mr. Li has ten years of experience in Internet industry, marketing management and working with financial institutions. Prior to joining us in July 2010, Mr. Li served as the vice president of Beijing Groupwise Technology Co., Ltd. from November 2004 to July 2010, and as a project manager and the marketing director of WholeWise Sci.&Tech. Co., Ltd. from September 2001 to November 2004, during which time Mr. Li led the core competitiveness promotion programs for leading PRC banks. Mr. Li received his bachelor's degree in computer science from Henan University in 2001 and is currently enrolled in the EMBA program of Guanghua School of Management, Peking University.

Zengxiao Jin has been our executive vice president and chief executive officer for One Card business since August 2016. Prior to joining us in 2016, Mr. Jin held major roles in banks and fintech companies from United States, United Kingdom and Canada, including Prosper Marketplace Inc. (from 2015 to 2016), Toronto-Dominion Bank (from 2013 to 2015), Barclays Bank (from 2009 to 2013), J.P. Morgan Chase & Co. (from 2008 to 2009) and Capital One Financial Corp. (from 2006 to 2008). Mr. Jin received his bachelor's degree in electrical information science and technology from Peking University in 2004 and master's degree in electrical engineering from University of Notre Dame in 2006.

Board of Directors

Our board of directors consists of eleven directors. A director is not required to hold any shares in our company to qualify to serve as a director. A director may vote with respect to any contract, proposed contract or arrangement notwithstanding that he may be interested therein, and if he does so his vote shall be counted and he may be counted in the quorum at any meeting of our directors at which any such contract or proposed contract or arrangement is considered, provided (a) such director has declared the nature of his interest (whether directly or indirectly) interested in a contract, proposed contract or arrangement with our company, either specifically or by way of a general notice, (b) such director has not been disqualified by the chairman of the relevant board meeting, and (c) if such contract or arrangement is a transaction with a related party, such transaction has been approved by the audit committee. The directors may exercise all the powers of our company to borrow money, to mortgage or charge its undertaking, property and uncalled capital, and to issue debentures or other securities whenever money is borrowed or as security for any debt, liability or obligation of our company or of any third party. None of our non-executive directors has a service contract with us that provides for benefits upon termination of service.

Committees of the Board of Directors

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 have adopted a charter for each of the three committees. Each committee's members and functions are described below.

Audit Committee. Our audit committee will consist of David Cui, Fangxiong Gong, and Yifan Ren. David Cui will be the chairman of our audit committee. We have determined that David Cui and Fangxiong Gong each satisfies the "independence" requirements of [Section 303A of the Corporate Governance Rules of the New York Stock Exchange/Rule 5605(c)(2) of the Listing Rules of the Nasdaq Stock Market] and meet the independence standards under Rule 10A-3 under the Exchange Act. We have determined that David Cui qualifies as an "audit committee financial expert." The audit

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committee will oversee our accounting and financial reporting processes and the audits of the financial statements of our company. The audit committee will be responsible for, among other things:

•: appointing the independent auditors and pre-approving all auditing and non-auditing services permitted to be performed by the independent auditors;
•: reviewing with the independent auditors any audit problems or difficulties and management's response;
•: discussing the annual audited financial statements with management and the independent auditors;
•: reviewing the adequacy and effectiveness of our accounting and internal control policies and procedures and any steps taken to monitor and control major financial risk exposures;
•: reviewing and approving all proposed related party transactions;
•: meeting separately and periodically with management and the independent auditors; and
•: monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance.

Compensation Committee. Our compensation committee will consist of David Cui, Fangxiong Gong and Changxing Xiao. Changxing Xiao will be the chairman of our compensation committee. We have determined that David Cui and Fangxiong Gong satisfy the "independence" requirements of [Section 303A of the Corporate Governance Rules of the New York Stock Exchange/Rule 5605(c)(2) of the Listing Rules of the Nasdaq Stock Market]. The compensation committee will assist the board in reviewing and approving the compensation structure, including all forms of compensation, relating to our directors and executive officers. Our chief executive officer may not be present at any committee meeting during which his compensation is deliberated. The compensation committee will be responsible for, among other things:

•: reviewing and approving, or recommending to the board for its approval, the compensation for our chief executive officer and other executive officers;
•: reviewing and recommending to the board for determination with respect to the compensation of our non-employee directors;
•: reviewing periodically and approving any incentive compensation or equity plans, programs or similar arrangements; and
•: selecting compensation consultant, legal counsel or other adviser only after taking into consideration all factors relevant to that person's independence from management.

Nominating and Corporate Governance Committee. Our nominating and corporate governance committee will consist of David Cui, Fangxiong Gong and Lei Sun. Fangxiong Gong will be the chairperson of our nominating and corporate governance committee. David Cui and Fangxiong Gong satisfy the "independence" requirements of [Section 303A of the Corporate Governance Rules of the New York Stock Exchange/Rule 5605(c)(2) of the Listing Rules of the Nasdaq Stock Market]. The nominating and corporate governance committee will assist the board of directors in selecting individuals qualified to become our directors and in determining the composition of the board and its committees. The nominating and corporate governance committee will be responsible for, among other things:

•: selecting and recommending to the board nominees for election by the shareholders or appointment by the board;

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•: reviewing annually with the board the current composition of the board with regards to characteristics such as independence, knowledge, skills, experience and diversity;
•: making recommendations on the frequency and structure of board meetings and monitoring the functioning of the committees of the board; and
•: advising the board periodically with regards to significant developments in the law and practice of corporate governance as well as our compliance with applicable laws and regulations, and making recommendations to the board on all matters of corporate governance and on any remedial action to be taken.

Duties of Directors

Under Cayman Islands law, our directors have a duty to act honestly, in good faith and with a view to our best interests. Our directors also have a duty to exercise the care, diligence and skills that a reasonably prudent person would exercise in comparable circumstances. In fulfilling their duty of care to us, our directors must ensure compliance with our memorandum and articles of association and the class rights vested thereunder in the holders of the shares. A shareholder may in certain circumstances have rights to damages if a duty owed by the directors is breached.

Our board of directors has all the powers necessary for managing, and for directing and supervising, our business affairs. The functions and powers of our board of directors include, among others:

•: convening shareholders' annual general meetings and reporting its work to shareholders at such meetings;
•: declaring dividends and distributions;
•: appointing officers and determining the term of office of the officers;
•: exercising the borrowing powers of our company and mortgaging the property of our company; and
•: approving the transfer of shares in our company, including the registration of such shares in our share register.

Terms of Directors and Officers

Our directors may be elected by a resolution of our board of directors, or by an ordinary resolution of our shareholders. A director may be appointed on terms that the director shall automatically retire from office (unless he has sooner vacated office) at the next or a subsequent annual general meeting or upon any specified event or after any specified period in a written agreement between our company and the director, if any; but no such term shall be implied in the absence of express provision. Each director whose term of office expires shall be eligible for re-election at a meeting of the shareholders or re-appointment by the board of directors. A director may be removed from office by an ordinary resolution of the shareholders. A director will cease to be a director if, among other things, the director (i) becomes bankrupt or makes any arrangement or composition with his creditors; (ii) dies or is found by our company to be or becomes of unsound mind, (iii) resigns his office by notice in writing to our company, or (iv) without special leave of absence from our board, is absent from three consecutive board meetings and our directors resolve that his office be vacated. Our officers are elected by and serve at the discretion of our board of directors.

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Employment Agreements and Indemnification Agreements

We have entered into employment agreements with each of our executive officers. Under these agreements, each of our executive officers is employed for a specified time period. We may terminate employment for cause, for certain acts of the executive officer, such as continued failure to satisfactorily perform his or her duties, willful misconduct or gross negligence in the performance of his or her duties, conviction or entry of a guilty or nolo contendere plea of any felony or any misdemeanor involving moral turpitude, or dishonest acts to our detriment. We may also terminate an executive officer's employment without cause upon 30-day advance written notice. In such case of termination by us, we will provide severance payments to the executive officer as may be agreed between the executive officers and us. The executive officer may resign at any time with a 30-day advance written notice.

Each executive officer has agreed to hold, both during and after the termination or expiry of his or her employment agreement, in strict confidence and not to use, except as required in the performance of his or her duties in connection with the employment or pursuant to applicable law, any of our confidential information or trade secrets, any confidential information or trade secrets of our clients or prospective clients, or the confidential or proprietary information of any third party received by us and for which we have confidential obligations. The executive officers have also agreed to disclose in confidence to us all inventions, designs and trade secrets which they conceive, develop or reduce to practice during the executive officer's employment with us and to assign all right, title and interest in them to us, and assist us in obtaining and enforcing patents, copyrights and other legal rights for these inventions, designs and trade secrets.

In addition, each executive officer has agreed to be bound by non-competition and non-solicitation restrictions during the term of his or her employment and typically for one year following the last date of employment. Specifically, each executive officer has agreed not to (i) approach our suppliers, clients, customers or contacts or other persons or entities introduced to the executive officer in his or her capacity as a representative of us for the purpose of doing business with such persons or entities that will harm our business relationships with these persons or entities; (ii) assume employment with or provide services to any of our competitors, or engage, whether as principal, partner, licensor or otherwise, any of our competitors, without our express consent; (iii) seek, directly or indirectly, to solicit the services of, or hire or engage, any person who is known to be employed or engaged by us; or (iv) otherwise interfere with our business or accounts.

We have also 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

For the fiscal year ended December 31, 2018, we paid an aggregate of approximately RMB28.4 million (US$4.2 million) in cash to our executive officers, and we did not pay any compensation to our non-executive directors. We have not set aside or accrued any amount to provide pension, retirement or other similar benefits to our executive officers and directors. Our PRC subsidiaries and variable interest entities are required by law to make contributions equal to certain percentages of each employee's salary for his or her pension insurance, medical insurance, unemployment insurance and other statutory benefits and a housing provident fund.

Share Incentive Plans

In June 2015, our board of directors approved the 2015 Share Incentive Plan. In June 2016, our board of directors approved the 2016 Share Incentive Plan (collectively with the 2015 Share Incentive Plan, the "Share Incentive Plans"), which was further amended by our board of directors in 2017 and

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2018. The Share Incentive Plans are adopted to attract and retain the best available personnel, provide additional incentives to employees, directors, officers, and consultants and promote the success of our business. The maximum aggregate number of ordinary shares which may be issued pursuant to all awards under the Share Incentive Plans is 712,520 Class A ordinary shares, subject to amendment. As of the date of this prospectus, awards to purchase 366,403 Class A ordinary shares under the Share Incentive Plans have been granted to our directors, executive officers and employees and outstanding, excluding awards that were forfeited or cancelled after the relevant grant dates. As of the date of this prospectus, options to purchase a total of 70,451 Class A ordinary shares of our company can be granted.

The following paragraphs describe the principal terms of the Share Incentive Plans.

Types of awards. The Share Incentive Plans permit the awards of options, restricted shares, or restricted share units.

Plan administration. Our board of directors or a committee of one or more members of the board of directors will administer the Share Incentive Plans. The board or the committee, as applicable, will determine the participants to receive awards, the type and number of awards to be granted to each participant, and the terms and conditions of each award grant. Any grant or amendment of awards to any committee member shall then require an affirmative vote of a majority of the members of the board of directors who are not on the committee.

Award agreement. Awards granted under the Share Incentive Plans are evidenced by an award agreement that sets forth terms, conditions and limitations for each award, which may include the term of the award, the provisions applicable in the event of the grantee's employment or service terminates, and our authority to unilaterally or bilaterally amend, modify, suspend, cancel or rescind the award.

Eligibility. We may grant awards to our employees, directors and consultants of our company, and other individuals, as determined, authorized and approved by the committee.

Vesting schedule. In general, the committee determines the vesting schedule, which is specified in the relevant award agreement.

Exercise of options. The committee determines the exercise price for each award, which is stated in the award agreement. However, the maximum exercisable term is ten years from the date of a grant.

Transfer restrictions. Awards may not be transferred in any manner by the participant other than in accordance with the exceptions provided in applicable law, the Share Incentive Plans or the relevant award agreement, such as transfers by will or the laws of descent and distribution.

Termination and amendment of the Share Incentive Plans. Unless terminated earlier, each of the 2015 Share Incentive Plan and 2016 Share Incentive Plan has a term of ten years. With the approval of the board of directors, the committee may terminate, amend or modify the Share Incentive Plans; provided, however, that (a) to the extent necessary and desirable to comply with applicable laws, we shall obtain shareholder approval of any Share Incentive Plans amendment in such a manner and to such a degree as required, unless we decide to follow home country practice, and (b) unless we decide to follow home country practice, shareholder approval is required for any amendment to the Share Incentive Plans that (i) increases the number of shares available under the plan (other than any adjustment because of the changes in capital structure of us), or (ii) permits the committee to extend the term of the Share Incentive Plans or the exercise period for an option beyond ten years from the date of grant.

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The following table summarizes, as of the date of this prospectus, the options granted under the Share Incentive Plans to our directors, executive officers and other grantees, excluding awards that were forfeited or cancelled after the relevant grant dates.

Name			Exercise Price (US$/Share)	Date of Grant	Date of Expiration

Lei Sun	62,279		0-234.3	7/10/2015	7/9/2020
			0-234.3
	96,000		0-234.3	7/1/2016	7/1/2021
			0-234.3
	249,580	⁽¹⁾	211.99	10/20/2017	10/19/2022
Ivan Xu	*		0-234.3	7/1/2016	7/1/2021
			0-234.3
Flynn Xuxian Huang	*		0-234.3	7/1/2016	7/1/2021
			0-234.3
Junsheng Zhang	20,109		211.99	12/26/2017	12/25/2022
Yanjun Lin	*		0-234.3	7/10/2015	7/9/2020
			0-234.3
	*		177.15	8/23/2016	8/22/2021
	20,000		369.53	7/1/2019	6/30/2024
Lei Liu	30,000		0-234.3	7/10/2015	7/9/2020
			0-234.3
Lixing Chen	*		0-234.3	7/10/2015	7/9/2020
			0-234.3
Xiaojun Yang	40,827		177.15	7/1/2016	7/1/2021
Zhijun Li	20,000		0-234.3	7/10/2015	7/9/2020
			0-234.3
	*		211.99	10/10/2017	10/9/2022
Guisheng Li	*		0-234.3	9/25/2015	9/24/2021
	*		117.15	9/6/2016	9/5/2021
Zengxiao Jin	*		117.15	9/1/2016	8/31/2021
	*		369.53	4/27/2018	1/1/2023
All Directors and Executive Officers as a Group	596,213

Note:

*: Less than 1% of our total outstanding shares.
(1): Options to purchase 986 ordinary shares of our company have been transferred to other employees of our company.

As of the date of this prospectus, other employees as a group hold options to purchase 40,803 ordinary shares of our company, with exercise prices ranging from nil to US$369.53 per share.

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PRINCIPAL [AND SELLING] SHAREHOLDERS

Except as specifically noted, the following table sets forth information with respect to the beneficial ownership of our ordinary shares as of the date of this prospectus by:

•: each of our directors and executive officers;
•: each person known to us to own beneficially more than 5% of our ordinary shares; and
•: [each selling shareholder].

The calculations in the table below are based on 187,106,000 ordinary shares on an as-converted basis outstanding immediately prior to the completion of this offering and Class A ordinary shares and Class B ordinary shares outstanding immediately after the completion of this offering, including (i) ordinary shares to be sold by us in this offering in the form of ADSs, assuming the underwriters do not exercise their over-allotment option, and (ii) 24,433,200 ordinary shares converted from our outstanding preferred shares.

Beneficial ownership is determined in accordance with the rules and regulations of the SEC. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, we have included shares that the person has the right to acquire within 60 days, including through the exercise of any option, warrant or other right or the conversion of any other security. These shares, however, are not included in the computation of the percentage ownership of any other person.

							Ordinary Shares Beneficially Owned Immediately After This Offering

	Ordinary Shares Beneficially Owned Prior to This Offering				[Ordinary Shares Being Sold in This Offering]
									% of Total Ordinary Shares on an as- converted basis
							Class A Ordinary Shares	Class B Ordinary Shares		% of Aggregate Voting Power***
	Number		%		Number	%	Class A Ordinary Shares	Class B Ordinary Shares		% of Aggregate Voting Power***
Directors and Executive Officers:**
Lei Sun ⁽¹⁾		77,526,800		39.1
Yifan Ren ⁽²⁾		43,583,400		23.3
Changxing Xiao ⁽³⁾		13,920,300		7.4
Flynn Xuxian Huang ⁽⁴⁾		*		*
Ivan Xu ⁽⁵⁾		7,273,000		3.8
Junsheng Zhang ⁽⁶⁾		3,912,700		2.1
Wing Hon Cheung		—		—
Fangxiong Gong ^†		—		—
David Cui ^†		—		—
Yanjun Lin ⁽⁷⁾		2,490,700		1.3
Lei Liu ⁽⁸⁾		4,347,600		2.3
Lixing Chen ⁽⁹⁾		3,266,800		1.7
Xiaojun Yang ⁽¹⁰⁾		3,062,000		1.6
Zhijun Li ⁽¹¹⁾		2,098,700		1.1
Guisheng Li ⁽¹²⁾		*		*
Zengxiao Jin ⁽¹³⁾		*		*
All Directors and Executive Officers as a Group		162,758,600		76.3
Principal [and Selling] Shareholders:
Nine F Capital Limited ⁽¹⁾		77,526,800		39.1
Nine Fortune Limited ⁽²⁾		43,583,400		23.3
DFM Capital Ltd. ⁽³⁾		13,920,300		7.4
JAS Investment Group Limited ⁽¹⁴⁾		10,635,400		5.7

Notes:

*: less than 1% of our total outstanding shares.
**: Messrs. Lei Sun, Yanjun Lin, Lei Liu, Lixing Chen, Xiaojun Yang, Zhijun Li, Guisheng Li and Zengxiao Jin's business address is Jiufu Building, Rongxin Technology Center, Chaoyang District, Beijing, People's Republic of China. Mr. Ivan Xu's business address is 17th Floor, HNA Building, No.8 Middle Lin He Road, Guangzhou, People's Republic of China. Mr. Junsheng Zhang's business address is 20/F, Building 7, No. 9 Shouti South Road, Haidian District, Beijing, People's Republic of China. Mr. Wing Hon Cheung's business address is 15/F, St.

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John's Building, 33 Garden Road, Central, Hong Kong. Mr. Fangxiong Gong's business address is 3603 Central Plaza, Wan Chai, Hong Kong. Mr. David Cui's business address is Suite 206, Building 23, Zhongguancun Software Park, 8 Dongbeiwang West Road, Haidian District, Beijing, China. Mr. Flynn Xuxian Huang's business address is Suite 2802, 281F, Prosperity Tower, 39 Queen's Road, Central, Hong Kong. Mr. Yifan Ren's business address is Room 550, Sunflower Tower, No. 37 Maizidian Street, Chaoyang District, Beijing, People's Republic of China. Mr. Changxing Xiao's business address is 2/F, Building B, B36 BOE Universal Business Park, No. 10 Jiuxianqiao Road, Chaoyang District, Beijing, People's Republic of China.

***: For each person or group included in this column, percentage of total voting power represents voting power based on both Class A and Class B ordinary shares held by such person or group with respect to all outstanding shares of our Class A and Class B ordinary shares as a single class. Each holder of our Class A ordinary shares is entitled to one vote per share. Each holder of our Class B ordinary shares is entitled to five votes per share. Our Class B ordinary shares are convertible at any time by the holder into Class A ordinary shares on a one-for-one basis, while Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.
†: Mr. Fangxiong Gong and Mr. David Cui have accepted appointments to be independent directors of our company and Mr. Lei Liu has accepted appointments to be our director, effective upon the SEC's declaration of effectiveness of our registration statement on Form F-1, of which this prospectus is a part.
(1): Represents (i) 66,298,000 ordinary shares held by Nine F Capital Limited, a British Virgin Islands company controlled by The Nine F Trust; and (ii) 11,228,800 ordinary shares that Nine F Capital Limited may purchase upon exercise of options within 60 days of the date of this prospectus. The registered address of Nine F Capital Limited is Sertus Chambers, P.O. Box 905, Quastisky Building, Road Town, Tortola, British Virgin Islands. The Nine F Trust is a trust established under the laws of Guernsey and managed by Credit Suisse Trust Limited as the trustee. Mr. Lei Sun is the settlor of the trust and Mr. Lei Sun and his family members are the trust's beneficiaries. Under the terms of this trust, Mr. Lei Sun has the power to direct the trustee with respect to the retention or disposal of, and the exercise of any voting and other rights attached to, the shares held by Nine F Capital Limited in our Company.
(2): Represents 43,583,400 ordinary shares held by Nine Fortune Limited, a British Virgin Islands company. Nine Fortune Limited is controlled by Mr. Yifan Ren. The registered address of Nine Fortune Limited is Sertus Chambers, P.O. Box 905, Quastisky Building, Road Town, Tortola, British Virgin Islands.
(3): Represents 13,920,300 ordinary shares held by DFM Capital Ltd., a British Virgin Islands company controlled by DTFM Capital Trust. The registered address of DFM Capital Ltd. is Sertus Chambers, P.O. Box 905, Quastisky Building, Road Town, Tortola, British Virgin Islands. DTFM Capital Trust is a trust established under the laws of Guernsey and managed by DTFM (PTC) Ltd, a private trust company incorporated in British Virgin Islands, as the trustee. Mr. Changxing Xiao is the settlor of the trust and Mr. Changxing Xiao and his family members are the trusts' beneficiaries. Under the terms of this trust, Mr. Changxing Xiao has the power to direct the trustee with respect to the retention or disposal of, and the exercise of any voting and other rights attached to the shares held by DFM Capital Ltd. in our Company.
(4): Represents the ordinary shares Mr. Flynn Xuxian Huang owns and has the right to acquire upon exercise of option within 60 days after the date of this prospectus.
(5): Represents (i) 977,100 ordinary shares and 5,121,700 Series A preferred shares held by TREASURE KNIGHT INVESTMENTS LIMITED, a British Virgin Islands company; and (ii) 1,138,200 ordinary shares that Mr. Ivan Xu may purchase upon exercise of options within 60 days of the date of this prospectus. TREASURE KNIGHT INVESTMENTS LIMITED is wholly owned by Mr. Ivan Xu. The registered address of TREASURE KNIGHT INVESTMENTS LIMITED is Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands.
(6): Represents (i) 2,706,200 Series D preferred shares held by FAMOUS VOYAGE GROUP LIMITED, a British Virgin Islands company; and (ii) 1,206,500 ordinary shares that FAMOUS VOYAGE GROUP LIMITED may purchase upon exercise of options within 60 days of the date of this prospectus. FAMOUS VOYAGE GROUP LIMITED is wholly owned by Mr. Junsheng Zhang. The registered address of FAMOUS VOYAGE GROUP LIMITED is Unit 8, 3/F., Qwomar Trading Complex, Blackburne Road, Port Purcell, Road Town, Tortola, VG1110, British Virgin Islands.
(7): Represents (i) 241,500 ordinary shares held by L Investment Holding Limited, a British Virgin Islands company; and (ii) 2,249,200 ordinary shares that L Investment Holding Limited may purchase upon exercise of options within 60 days of the date of this prospectus. L Investment Holding Limited is wholly owned by Mr. Yanjun Lin. The registered address of L Investment Holding Limited is Sertus Chambers, P.O. Box 905, Quastisky Building, Road Town, Tortola, British Virgin Islands.
(8): Represents (i) 1,347,600 ordinary shares held by Stone Cube Capital Ltd., a British Virgin Islands company controlled by Stone LL Cube Trust; and (ii) 3,000,000 ordinary shares that Stone Cube Capital Ltd. may purchase upon exercise of options within 60 days of the date of this prospectus. The registered address of Stone Cube Capital Ltd. is Sertus Chambers, P.O. Box 905, Quastisky Building, Road Town, Tortola, British Virgin Islands. Stone LL Cube Trust is a trust established under the laws of Guernsey and managed by Stone LL (PTC) Ltd., a private trust company incorporated in British Virgin Islands, as the trustee. Mr. Lei Liu is the settlor of the trust and Mr. Lei Liu and his family members are the trusts' beneficiaries. Under the terms of this trust, Mr. Lei Liu has the power to direct the trustee with respect to the retention or disposal of, and the exercise of any voting and other rights attached to the shares held by STONE CUBE CAPITAL LTD in our Company. Mr. Lei Liu has accepted appointment as our director, effective upon the SEC's declaration of effectiveness of our registration statement on Form F-1, of which this prospectus is a part.
(9): Represents (i) 1,466,800 ordinary shares held by Xing Technology Inc., a British Virgin Islands company controlled by Xing Forever Trust; and (ii) 1,800,000 ordinary shares that Xing Technology Inc. may purchase upon exercise of options within 60 days of the date of this prospectus. The registered address of Xing Technology Inc. is Sertus Chambers, P.O. Box 905, Quastisky Building, Road Town, Tortola, British Virgin Islands. Xing Forever Trust is a trust established under the laws of Guernsey and managed by Xing Forever (PTC) Ltd., a private trust company incorporated in British Virgin Islands, as the trustee. Mr. Lixing Chen is the settlor of the trust and Mr. Lixing Chen

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and his family members are the trusts' beneficiaries. Under the terms of this trust, Mr. Lixing Chen has the power to direct the trustee with respect to the retention or disposal of, and the exercise of any voting and other rights attached to the shares held by Xing Technology Inc. in our Company.

(10): Represents 3,062,000 ordinary shares that Mr. Xiaojun Yang may purchase upon exercise of options within 60 days of the date of this prospectus.
(11): Represents (i) 45,400 ordinary shares held by Qin Technology Inc., a British Virgin Islands company controlled by Qin ZJ Technology Trust; and (ii) 2,053,300 ordinary shares that Qin Technology Inc. may purchase upon exercise of options within 60 days of the date of this prospectus. The registered address of Qin Technology Inc. is Craigmuir Chambers, Road Town, Tortola, VG 1110, British Virgin Islands. Qin ZJ Technology Trust is a trust established under the laws of Guernsey and managed by Qin ZJ (PTC) Ltd., a private trust company incorporated in British Virgin Islands, as the trustee. Mr. Zhijun Li is the settlor of the trust and Mr. Zhijun Li and his family members are the trusts' beneficiaries. Under the terms of this trust, Mr. Zhijun Li has the power to direct the trustee with respect to the retention or disposal of, and the exercise of any voting and other rights attached to the shares held by Qin Technology Inc. in our Company.
(12): Represents the ordinary shares Mr. Guisheng Li has the right to acquire upon exercise of options within 60 days after the date of this prospectus.
(13): Represents the ordinary shares Mr. Zengxiao Jin has the right to acquire upon exercise of options within 60 days after the date of this prospectus.
(14): Represents (i) 5,583,600 ordinary shares and (ii) 5,051,800 Series C preferred shares held by JAS Investment Group Limited, a British Virgin Islands company. JAS Investment Group Limited is wholly owned by Mr. Nanchun Jiang. The registered address of JAS Investment Group Limited is OMC Chambers, Wickhams Cay 1, Road Town, Tortola, British Virgin Islands.

As of the date of this prospectus, none of our ordinary shares or preferred shares are held by record holder in the United States.

The ADSs that we issue in this offering will represent ordinary shares.

We are not aware of any arrangement that may, at a subsequent date, result in a change of control of our company.

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RELATED PARTY TRANSACTIONS

Contractual Arrangements with our Variable Interest Entity and its Shareholders

See "Corporate History and Structure."

Private Placements

See "Description of Share Capital—History of Securities Issuances and Material Securities Transfers."

Shareholders Agreement

See "Description of Share Capital—History of Securities Issuances and Material Securities Transfers—Shareholders Agreement."

Employment Agreements and Indemnification Agreements

See "Management—Employment Agreements and Indemnification Agreements."

Share Incentive Plan

See "Management—Share Incentive Plan."

Other Transactions with Our Investee Companies

In 2016 and 2017, Beijing Jiufu Weiban Technology Limited ("9F Weiban"), our equity method investee until January 2019, provided us with consulting services in the amount of RMB11.6 million and RMB0.9 million, respectively. We also provide loans to 9F Weiban. As of December 31, 2016, 2017 and 2018, we had amounts of RMB2.1 million, RMB2.1 million and RMB2.1 million (US$0.3 million), respectively, due from 9F Weiban. As of March 31, 2019, we had no amounts due from 9F Weiban.

In 2016, 2017 and 2018, Beijing Jiujia Wealth Management Limited ("Beijing Jiujia") provided us with investors acquisition and referral services in the amount of RMB125.9 million, RMB334.3 million and RMB10.0 million (US$1.5 million), respectively. We also provide loans to Beijing Jiujia. As of December 31, 2016, 2017 and 2018, we had amounts of RMB15.9 million, RMB11.4 million and nil, respectively, due from Beijing Jiujia, and amounts of RMB3.2 million, RMB2.7 million and nil, respectively, due to Beijing Jiujia.

In 2016 and 2017, Beijing WeCash Qiyi Technology Limited ("WeCash Qiyi") provided us with borrower acquisition and referral services in the amount of RMB38.9 million and RMB3.9 million, respectively. As of December 31, 2016, 2017 and 2018, we had amounts of RMB0.5 million, RMB0.5 million and nil, respectively, due to WeCash Qiyi.

In 2016 and 2017, Beijing Shunwei Wealth Technology Limited ("Beijing Shunwei") and us provided each other with borrower acquisition and referral services. The services we provided were in the amount of RMB4.0 million and RMB3 thousand, respectively. The services we received were in the amount of RMB3.4 million and RMB5.3 million, respectively. As of December 31, 2016 and 2017, we had amounts of RMB4.2 million and RMB4.2 million, respectively, due from Beijing Shunwei. In 2018, Beijing Shunwei provided us with borrower acquisition and referral services in the amount of RMB5.1 million (US$0.8 million) and we provided Beijing Shunwei with borrower acquisition and referral services in the amount of RMB3.9 million (US$0.6 million). For the three months ended March 31, 2018 and 2019, Beijing Shunwei provided us with borrower acquisition and referral services in the amount of RMB1.9 million and RMB1.2 million (US$0.2 million), respectively. As of December 31, 2018 and March 31, 2019, we had amounts of RMB5.4 million (US$0.8 million) and

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RMB5.4 million (US$0.8 million), respectively, due from Beijing Shunwei, and RMB338 thousand (US$50.4 thousand) and RMB449 thousand (US$66.9 thousand), respectively, due to Beijing Shunwei.

In 2018, we provided borrower acquisition and referral services in the amount of RMB4.5 million (US$0.7 million) to Kashi Boya Chengxin Internet Technology Limited ("Kashi Boya"), an equity method investee until May 2019. In 2017, Kashi Boya provided us with borrower acquisition and referral services in the amount of RMB73.6 million.

In 2017 and 2018, WeCash Xiangshan Information Technology Limited ("WeCash Xiangshan") provided us with credit inquiry services in the amount of RMB4.0 million and RMB0.4 million (US$59.6 thousand).

In 2018, Nanjing Lefang Intelligent Lite Technology Development Co., Ltd ("Nanjing Lefang") provided us with borrower acquisition and referral services in the amount of RMB12.9 million (US$1.9 million). We provided consulting services to Nanjing Lefang in the amount of RMB26.4 million (US$3.9 million) in 2018. For the three months ended March 31, 2018 and 2019, Nanjing Lefang provided us with borrower acquisition and referral services in the amount of nil and RMB3.8 million (US$0.6 million), respectively, and we provided Nanjing Lefang with consulting service in the amount of nil and RMB940 thousand (US$140.1 thousand), respectively. As of December 31, 2018 and March 31, 2019, we had amounts of RMB0.9 million (US$0.1 million) and nil, respectively, due from Nanjing Lefang, and RMB3.0 million (US$0.4 million) and RMB4.9 million (US$0.7 million), respectively, due to Nanjing Lefang.

In 2018, Shenzhen Boya Chengxin Financial Service Limited ("Shenzhen Boya"), an equity method investee until May 2019, provided us with borrower acquisition and referral services in the amount of RMB9.8 million (US$1.5 million). For the three months ended March 31, 2018 and 2019, Shenzhen Boya provided us with borrower acquisition and referral services in the amount of RMB10 thousand and RMB2.7 million (US$0.4 million), respectively. As of December 31, 2018 and March 31, 2019, we had amounts of RMB3.2 million (US$0.5 million) and RMB4.4 million (US$0.7 million), respectively, due to Shenzhen Boya.

In 2018, we provided loans to CSJ Golden Bull in the amount of RMB10.0 million (US$1.5 million) with terms of six months and an annual interest rate of 4.35%. CSJ Golden Bull has repaid such loans as of December 31, 2018.

In 2018, Zhejiang Lingchuang Food Limited provided us deposit in the amount of RMB10 thousand (US$1.5 thousand). As of December 31, 2018 and March 31, 2019, we had RMB10 thousand (US$1.5 thousand) and RMB10 thousand (US$1.5 thousand), respectively, due to Zhejiang Lingchuang Food Limited.

For the three months ended March 31, 2018 and 2019, we purchased merchandise from Shenzhen Lingxian Internet Financial service Co., Ltd. ("Shenzhen Lingxian") in the amount of nil and RMB20 thousand (US$3.0 thousand). As of December 31, 2018 and March 31, 2019, we had RMB20 thousand (US$3.0 thousand) and nil, respectively, of prepayment fees due from Shenzhen Lingxian.

In 2019, we provided loans to Jiuyin Weilai Information Consulting Limited ("Jiuyin Weilai") in the amount of RMB1.6 million (US$0.2 million) with the term of one year and an annual interest rate of 4.35%. As of March 31, 2019, we had RMB1.6 million (US$0.2 million) due from Jiuyin Weilai.

Transactions with Certain Directors and Senior Management and Entities Controlled by our Directors and Senior Management

In February 2015, we provided an interest-free loan to Shanghai Jiutai Financial Information Services Limited ("Shanghai Jiutai"), an entity controlled by Mr. Lei Liu, our executive president and

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chief risk officer. As of December 31, 2016 and 2017, the amount due from Shanghai Jiutai was RMB2.1 million and RMB2.1 million, respectively. Shanghai Jiutai repaid the loan in full on September 28, 2018.

In 2016, we entered into a share purchase agreement with a purchase consideration of RMB0.3 million with Mr. Jiachun Qu, our then director, regarding the 30% of the equity ownership of Jiufu Puhui. As of December 31, 2016, 2017, 2018 and March 31, 2019, the amount due to Mr. Qu was RMB0.3 million, RMB0.3 million, RMB0.3 million (US$44.7 thousand) and RMB0.3 million (US$44.7 thousand), respectively.

In 2016, we entered into a share purchase agreement with a purchase consideration of RMB0.7 million from Mr. Yifan Ren, our director, regarding the 70% of the equity ownership of Jiufu Puhui. As of December 31, 2016, 2017, 2018 and March 31, 2019, the amount due to Mr. Ren was RMB0.7 million, RMB0.7 million, RMB0.7 million (US$0.1 million) and RMB0.7 million (US$0.1 million), respectively.

In July 2016, we provided an interest-free loan of RMB0.6 million to Mr. Lei Liu, our executive president and chief risk officer. As of December 31, 2016 and 2017, the amount due from Mr. Liu was RMB0.6 million and RMB0.6 million, respectively. Mr. Liu repaid the loan in full on September 27, 2018.

In 2017, we provided Huoerguosi Wukong Digital Technolgoy Limited ("Huoerguosi Wukong"), an entity formerly controlled by Mr. Lei Sun, our chairman of the board of directors and chief executive officer with advertising planning services. As of December 31, 2017 and 2018, the amount due from Huoerguosi Wukong was RMB9.0 thousand and nil, respectively.

In 2017 and 2018, Zhuhai Hengqin Flash Cloud Payment Information Technology Limited ("Zhuhai Hengqin Payment"), an entity controlled by Mr. Lei Sun, our chairman of the board of directors and chief executive officer provided us with payment processing service in the amount of RMB20.0 million and RMB17.8 million (US$2.7 million). For the three months ended March 31, 2018 and 2019, Zhuhai Hengqin Payment provided us with payment processing service in the amount of RMB1.3 million and RMB2.9 million (US0.4 million), respectively. As of December 31, 2017, 2018 and March 31, 2019, we had amounts of RMB2.5 million, RMB0.7 million (US$0.1 million) and RMB6.4 million (US$1.0 million), respectively, due to Zhuhai Hengqin Payment.

In 2017 and 2018, Huoerguosi Flash Cloud Payment Information Technology Limited ("Huoerguosi Payment"), an entity controlled by Mr. Lei Sun, our chairman of the board of directors and chief executive officer provided us with payment processing service in the amount of RMB56.6 million and RMB20.5 million (US$3.1 million). As of December 31, 2017, 2018 and March 31, 2019, we had amounts of RMB26.4 million, RMB6.4 million (US$1.0 million) and nil due to Huoerguosi Payment.

In 2018, we provided an interest-free loan of RMB100 thousand (US$14.9 thousand) to Mr. Lixing Chen, our vice president. As of December 31, 2018, the amount due from Mr. Chen was RMB100 thousand (US$14.9 thousand). Mr. Chen repaid the loan in full in 2019.

In 2018, we provided an interest-free loan of RMB200 thousand (US$29.8 thousand) to Mr. Yanjun Lin, our director and chief financial officer. As of December 31, 2018 and March 31, 2019, the amount due from Mr. Lin was RMB200 thousand (US$29.8 thousand) and RMB200 thousand (US$29.8 thousand). Mr. Lin has repaid the loan in full.

In 2018, we provided a loan to Nine F Capital Limited, a company wholly owned by our chairman of the board of directors and chief executive officer, Mr. Lei Sun, of US$20 million with term of three years and an interest rate equals US dollar deposit rate for the same period as published by the Bank of China. The purpose of the loan is to facilitate Mr. Sun through Nine F Capital Limited to purchase the ordinary shares of 9F Inc. beneficially owned by Mr. Yifan Ren, one of our directors. As of

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December 31, 2018 and March 31, 2019, the amount due from Nine F Capital Limited was RMB137.5 million (US$20.5 million) and RMB134.2 million (US$20.0 million), respectively. Nine F Capital Limited promised to repay such loan before the completion of this offering.

In 2018, we provided an interest-free loan of RMB1.7 million (US$0.3 million) to Mr. Lei Sun, our chairman of the board of directors and chief executive officer. As of December 31, 2018 and March 31, 2019, the amount due from Mr. Sun was RMB115 thousand (US$17.1 thousand) and RMB115 thousand (US$17.1 thousand), respectively. Mr. Sun promised to repay such loan before the completion of this offering.

In 2017, we provided an interest-free loan of RMB620.0 thousand (US$92.4 thousand) to Mr. Guisheng Li, our vice president and chief executive officer of our financial institution business. As of December 31, 2017 and 2018 and March 31, 2019, the amount due from Mr. Li was RMB620.0 thousand, RMB620.0 thousand (US$92.4 thousand) and RMB620.0 thousand (US$92.4 thousand), respectively. Mr. Li promised to repay such loan before the completion of this offering.

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DESCRIPTION OF SHARE CAPITAL

We are a Cayman Islands exempted company with limited liability and our affairs are governed by our memorandum and articles of association and the Companies Law (2018 Revision) of the Cayman Islands, which we refer to as the Companies Law below.

As of the date of this prospectus, our company is authorized to issue up to a maximum of 500,000,000 shares, par value of US 0.0001 each, which consist of (i) 499,755,668 ordinary shares; (ii) 119,506 series A preferred shares; (iii) 28,303 series B preferred shares; (iv) 50,518 series C preferred shares; (v) 35,180 Series D preferred shares; and (vi) 10,825 series E preferred shares. Immediately prior to the completion of this offering, 1,626,728 ordinary shares, 119,506 series A preferred shares, 28,303 series B preferred shares, 50,518 series C preferred shares, 35,180 series D preferred shares and 10,825 series E preferred shares are issued and outstanding. All of our issued and outstanding ordinary and preferred shares are fully paid.

Immediately prior to the completion of this offering, our authorized share capital will be changed into US$50,000 divided into 5,000,000,000 shares comprising of (i) 4,600,000,000 Class A ordinary shares of a par value of US$ 0.00001 each, (ii) 200,000,000 Class B ordinary shares of a par value of US$0.00001 each and (iii) 200,000,000 shares of a par value of US$0.00001 each of such class or classes (however designated) as the board of directors may determine in accordance with our post-offering memorandum and articles of association.

Our Post-Offering Memorandum and Articles of Association

We plan to adopt, subject to the approval of our shareholders, an amended and restated memorandum and articles of association, which will become effective and replace our current memorandum and articles of association in its entirety immediately prior to the completion of this offering. The following are summaries of material provisions of the post-offering amended and restated memorandum and articles of association that we expect will become effective immediately prior to the closing of this offering and of the Companies Law, insofar as they relate to the material terms of our ordinary shares.

Objects of Our Company. Under our post-offering amended and restated memorandum and articles of association, the objects of our company are unrestricted and we have the full power and authority to carry out any object not prohibited by the law of the Cayman Islands.

Ordinary Shares. Our ordinary shares are divided 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. 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 shares. We may not issue bearer shares. Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to five votes and is convertible into one Class A ordinary share at the option of the holder thereof. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Upon any sale, transfer, assignment or disposition of any Class B ordinary share by a holder thereof to any non-affiliate to such holder, or upon a change of control of any Class B ordinary share to any person who is not an affiliate of the registered holder of such Class B ordinary share, each of such Class B ordinary shares will be automatically and immediately converted into one Class A ordinary share.

Dividends. The holders of our ordinary shares are entitled to such dividends as may be declared by our board of directors. In addition, our shareholders may by an ordinary resolution declare a dividend, but no dividend may exceed the amount recommended by our directors. Under Cayman Islands law, our company may declare and pay a dividend only out of funds legally available therefor, namely out of either profit or our share premium account, provided that in no circumstances may we

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pay a dividend if this would result in our company being unable to pay its debts as they fall due in the ordinary course of business.

Voting Rights. Voting at any shareholders' meeting is by show of hands unless a poll is demanded. A poll may be demanded by the chairman of such meeting or any one or more shareholders who together hold not less than 10% of the votes attaching to the total ordinary shares present in person or by proxy. In respect of all matters subject to a shareholders' vote on a poll, each Class A ordinary share is entitled to one vote and each Class B ordinary share is entitled to five votes.

A quorum required for a meeting of shareholders consists of one or more shareholders present or by proxy, holding shares which represent, in aggregate, not less than one-third of the votes attaching to the issued and outstanding voting shares in our company entitled to vote at general meetings. Shareholders may be present in person or by proxy or, if the shareholder is a legal entity, by its duly authorized representative. Shareholders' meetings may be convened by our board of directors on its own initiative or upon a request to the directors by shareholders holding shares which represent, in aggregate, no less than one-third of the votes attaching to the issued and outstanding shares in our company entitled to vote at general meetings. Advance notice of at least seven days is required for the convening of our annual general shareholders' meeting and any other general shareholders' meeting.

An ordinary resolution to be passed at a meeting by the shareholders requires the affirmative vote of a simple majority of the votes attached to the ordinary shares cast by those shareholders entitled to vote who are present in person or by proxy at a general meeting, while a special resolution requires the affirmative vote of no less than two-thirds of the votes attached to the ordinary shares cast by those shareholders entitled to vote who are present in person or by proxy at a general meeting. Both ordinary resolutions and special resolutions may also be passed by a unanimous written resolution signed by all the shareholders of our company, as permitted by the Companies Law and our post-offering amended and restated memorandum and articles of association. A special resolution will be required for important matters such as a change of name or making changes to our post-offering amended and restated memorandum and articles of association. Holders of the ordinary shares may, among other things, divide or combine their shares by ordinary resolution.

Transfer of Ordinary Shares. Subject to the restrictions set out below, any of our shareholders may transfer all or any of his or her ordinary shares by an instrument of transfer in the usual or common form or any other form approved by our board of directors.

Our board of directors may, in its absolute discretion, decline to register any transfer of any ordinary share which is not fully paid up or on which we have a lien. Our board of directors may also decline to register any transfer of any ordinary share unless:

•: the instrument of transfer is lodged with us, accompanied by the certificate for the ordinary shares to which it relates and such other evidence as our board of directors may reasonably require to show the right of the transferor to make the transfer;
•: the instrument of transfer is in respect of only one class of shares;
•: the instrument of transfer is properly stamped, if required;
•: in the case of a transfer to joint holders, the number of joint holders to whom the ordinary share is to be transferred does not exceed four; and
•: a fee of such maximum sum as the [Nasdaq Stock Market/New York Stock Exchange] may determine to be payable or such lesser sum as our directors may from time to time require is paid to us in respect thereof.

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If our directors refuse to register a transfer they shall, within three calendar months after the date on which the instrument of transfer was lodged, send to each of the transferor and the transferee notice of such refusal.

The registration of transfers may, after compliance with any notice required of the [New York Stock Exchange/Nasdaq Stock Market], be suspended and the register closed at such times and for such periods as our board of directors may from time to time determine, provided, however, that the registration of transfers shall not be suspended nor the register closed for more than 30 calendar days in any calendar year as our board may determine from time to time.

Liquidation. On a winding up of our company, if the assets available for distribution among our shareholders shall be more than sufficient to repay the whole of the share capital at the commencement of the winding up, the surplus will be distributed among our shareholders in proportion to the par value of the shares held by them at the commencement of the winding up, subject to a deduction from those shares in respect of which there are monies due, of all monies payable to our company for unpaid calls or otherwise. If our assets available for distribution are insufficient to repay all of the paid-up capital, the assets will be distributed so that the losses are borne by our shareholders in proportion to the par value of the shares held by them. We are a "limited liability" company incorporated under the Companies Law, and under the Companies Law, the liability of our members is limited to the amount, if any, unpaid on the shares respectively held by them. Our post-offering amended and restated memorandum of association contains a declaration that the liability of our members is so limited.

Calls on Shares and Forfeiture of Shares. Our board of directors may from time to time make calls upon shareholders for any amounts unpaid on their shares in a notice served to such shareholders at least 14 calendar days prior to the specified time and place of payment. The shares that have been called upon and remain unpaid are subject to forfeiture.

Redemption, Repurchase and Surrender of Ordinary Shares. We may issue shares on terms that such shares are subject to redemption, at our option or at the option of the holders thereof, on such terms and in such manner as may be determined, before the issue of such shares, by our board of directors or by a special resolution of our shareholders. Our company may also repurchase any of our shares provided that the manner and terms of such purchase have been approved by our board of directors or by ordinary resolution of our shareholders, or are otherwise authorized by our post-offering amended and restated memorandum and articles of association. Under the Companies Law, the redemption or repurchase of any share may be paid out of the company's profits or out of the proceeds of a fresh issue of shares made for the purpose of such redemption or repurchase, or out of capital (including share premium account and capital redemption reserve) if the company can, immediately following such payment, pay its debts as they fall due in the ordinary course of business. In addition, under the Companies Law no such share may be redeemed or repurchased (a) unless it is fully paid up, (b) if such redemption or repurchase would result in there being no shares outstanding, or (c) if the company has commenced liquidation. In addition, our company may accept the surrender of any fully paid share for no consideration.

Variations of Rights of Shares. If at any time, our share capital is divided into different classes of shares, all or any of the special rights attached to any class of shares may be varied with the consent in writing of the holders of all of the holders of the issued shares of that class or with the sanction of a resolution passed by a majority of the votes cast at a separate meeting of the holders of the shares of that class. The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by the creation or issue of further shares ranking pari passu with such existing class of shares.

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Issuance of Additional Shares. Our post-offering amended and restated memorandum and articles of association authorizes our board of directors to issue additional ordinary shares from time to time as our board of directors shall determine, to the extent of available authorized but unissued shares.

Our post-offering amended and restated memorandum and articles of association also authorizes our board of directors to establish from time to time one or more series of preferred shares and to determine, with respect to any series of preferred shares, the terms and rights of that series, including:

•: the designation of the series;
•: the number of shares of the series;
•: the dividend rights, dividend rates, conversion rights, voting rights; and
•: the rights and terms of redemption and liquidation preferences.

Our board of directors may issue preferred shares without action by our shareholders to the extent authorized but unissued. Issuance of these shares may dilute the voting power of holders of ordinary shares.

Inspection of Books and Records. Holders of our ordinary shares will have no general right under Cayman Islands law to inspect or obtain copies of our list of shareholders or our corporate records. However, we will provide our shareholders with annual audited financial statements. See "Where You Can Find Additional Information."

Anti-Takeover Provisions. Some provisions of our post-offering amended and restated memorandum and articles of association may discourage, delay or prevent a change of control of our company or management that shareholders may consider favorable, including provisions that:

•: authorize our board of directors to issue preferred shares in one or more series and to designate the price, rights, preferences, privileges and restrictions of such preferred shares without any further vote or action by our shareholders; and
•: limit the ability of shareholders to requisition and convene general meetings of shareholders.

However, under Cayman Islands law, our directors may only exercise the rights and powers granted to them under our post-offering amended and restated memorandum and articles of association for a proper purpose and for what they believe in good faith to be in the best interests of our company.

General Meetings of Shareholders and Shareholder Proposals. Our shareholders' general meetings may be held in such place within or outside the Cayman Islands as our board of directors considers appropriate.

As a Cayman Islands exempted company, we are not obliged by the Companies Law to call shareholders' annual general meetings. Our post-offering amended and restated memorandum and articles of association provide that we may (but are not obliged to) in each year hold a general meeting as our annual general meeting.

Shareholders' annual general meetings and any other general meetings of our shareholders may be convened by a majority of our board of directors or our chairman. Advance notice of at least seven days is required for the convening of our annual general shareholders' meeting and any other general meeting of our shareholders. A quorum required for a general meeting of shareholders consists of at least one shareholder present or by proxy, representing not less than one-third of the votes attaching to the issued and outstanding shares in our company entitled to vote at general meetings.

Cayman Islands law provides shareholders with only limited rights to requisition a general meeting, and does not provide shareholders with any right to put any proposal before a general meeting.

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However, these rights may be provided in a company's articles of association. Our post-offering amended and restated memorandum and articles of association allow our shareholders holding shares representing in aggregate not less than one-third of the votes attaching to the issued and outstanding shares of our company entitled to vote at general meetings, to requisition an extraordinary general meeting of our shareholders, in which case our directors are obliged to call such meeting and to put the resolutions so requisitioned to a vote at such meeting; however, our post-offering amended and restated memorandum and articles of association do not provide our shareholders with any right to put any proposals before annual general meetings or extraordinary general meetings not called by such shareholders.

Election and Removal of Directors

Unless otherwise determined by our company in general meeting, our post-offering amended and restated articles of association provide that our board will consist of not less than three directors. There are no provisions relating to retirement of directors upon reaching any age limit.

The directors have the power to appoint any person as a director either to fill a casual vacancy on the board or as an addition to the existing board. Our shareholders may also appoint any person to be a director by way of ordinary resolution.

A director may be removed with or without cause by ordinary resolution.

In addition, the office of any director shall be vacated if the director (i) becomes bankrupt or makes any arrangement or composition with his creditors, (ii) dies or is found to be or becomes of unsound mind, (iii) resigns his office by notice in writing to our company, or (iv) without special leave of absence from our board, is absent from three consecutive board meetings and our board resolves that his office be vacated.

Proceedings of Board of Directors

Our post-offering amended and restated memorandum and articles of association provide that our business is to be managed and conducted by our board of directors. The quorum necessary for board meetings may be fixed by the board and, unless so fixed at another number, will be a majority of the directors.

Our post-offering amended and restated memorandum and articles of association provide that the board may exercise all the powers of our company to borrow money, to mortgage or charge all or any part of the undertaking, property and uncalled capital of our company and to issue debentures and other securities whenever money is borrowed, or as 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, provided that in the subdivision the proportion between the amount paid and the amount, if any, unpaid on each reduced share shall be the same as it was in case of the share from which the reduced share is derived; or

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•: 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 canceled.

Our shareholders may by special resolution, subject to confirmation by the Grand Court of the Cayman Islands on an application by our company for an order confirming such reduction, reduce our share capital or any capital redemption reserve in any manner permitted by law.

Exempted Company. We are an exempted company with limited liability under the Companies Law. The Companies Law distinguishes between ordinary resident companies and exempted companies. Any company that is incorporated in the Cayman Islands but conducts business mainly outside of the Cayman Islands may apply to be incorporated as an exempted company. The requirements for an exempted company are essentially the same as for an ordinary company except that an exempted company:

•: does not have to file an annual return of its shareholders with the Registrar of Companies;
•: is not required to open its register of members for inspection;
•: does not have to hold an annual general meeting;
•: may issue negotiable or bearer shares or shares with no par value;
•: may obtain an undertaking against the imposition of any future taxation (such undertakings are usually given for 20 years in the first instance);
•: may register by way of continuation in another jurisdiction and be deregistered in the Cayman Islands;
•: may register as a limited duration company; and
•: may register as a segregated portfolio company.

"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).

Register of Members. Under Cayman Islands law, we must keep a register of members and there should be entered therein:

•: the names and addresses of the members, a statement of the shares held by each member, and of the amount paid or agreed to be considered as paid, on the shares of each member;
•: the date on which the name of any person was entered on the register as a member; and
•: the date on which any person ceased to be a member.

Under Cayman Islands law, the register of members of our company is prima facie evidence of the matters set out therein (i.e. the register of members will raise a presumption of fact on the matters referred to above unless rebutted) and a member registered in the register of members should be deemed as a matter of Cayman Islands law to have legal title to the shares as set against its name in the register of members. Upon the closing of this offering, our company's register of members will be immediately updated to record and give effect to the issue of Class A ordinary shares by us to the Depositary (or its nominee) as the depositary. Once our register of members has been updated, the shareholders recorded in the register of members will be deemed to have legal title to the shares set against their name in the register of members.

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If the name of any person is incorrectly entered in or omitted from our register of members, or if there is any delinquent or unnecessary delay in entering on the register the fact of any person having ceased to be a member of our company, the person or member aggrieved (or any member of our company or our company itself) may apply to the Grand Court of the Cayman Islands for an order that the register be rectified, and the Court may either refuse such application or it may, if satisfied of the justice of the case, make an order for the rectification of the register.

Differences in Corporate Law

The Companies Law is derived, to a large extent, from the older Companies Acts of England but does not follow recent United Kingdom statutory enactments, and accordingly there are significant differences between the Companies Law and the current Companies Act of England. In addition, the Companies Law differs from laws applicable to United States corporations and their shareholders. Set forth below is a summary of certain significant differences between the provisions of the Companies Law applicable to us and the comparable provisions of the laws applicable to companies incorporated in the United States and their shareholders.

Mergers and Similar Arrangements. The Companies Law permits mergers and consolidations between Cayman Islands companies and between Cayman Islands companies and non-Cayman Islands companies. For these purposes, (a) "merger" means the merging of two or more constituent companies and the vesting of their undertaking, property and liabilities in one of such companies as the surviving company and (b) a "consolidation" means the combination of two or more constituent companies into a combined company and the vesting of the undertaking, property and liabilities of such companies to the consolidated company. In order to effect such a merger or consolidation, the directors of each constituent company must approve a written plan of merger or consolidation, which must then be authorized by (a) a special resolution of the shareholders of each constituent company, and (b) such other authorization, if any, as may be specified in such constituent company's articles of association. The written plan of merger or consolidation must be filed with the Registrar of Companies together with a declaration as to the solvency of the consolidated or surviving company, a declaration as to the assets and liabilities of each constituent company and an undertaking that a copy of the certificate of merger or consolidation will be given to the members and creditors of each constituent company and that notification of the merger or consolidation will be published in the Cayman Islands Gazette. Dissenting shareholders have the right to be paid the fair value of their shares (which, if not agreed between the parties, will be determined by the Cayman Islands court) if they follow the required procedures, subject to certain exceptions. Court approval is not required for a merger or consolidation which is effected in compliance with these statutory procedures.

Separate from the statutory provisions relating to mergers and consolidations, the Companies Law also contains, there are 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 or creditors with whom the arrangement is to be made, and who must in addition represent three-fourths in value of each such class of shareholders or creditors, as the case may be, that are present and voting either in person or by proxy at a meeting, or meetings, convened for that purpose. The convening of the meetings and subsequently the arrangement must be sanctioned by the Grand Court of the Cayman Islands. While a dissenting shareholder has the right to express to the court the view that the transaction ought not to be approved, the Grand Court of the Cayman Islands 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;

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•: the arrangement is such that may be reasonably approved by an intelligent and honest man of that class acting in respect of his interest; and
•: the arrangement is not one that would more properly be sanctioned under some other provision of the Companies Law.

The Companies Law also contains a statutory power of compulsory acquisition which may facilitate the "squeeze out" of dissentient minority shareholder upon a tender offer. When a tender offer is made and accepted by holders of 90% of the shares affected within four months, the offeror may, within a two-month period commencing on the expiration of such four month period, require the holders of the remaining shares to transfer such shares to the offeror 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 ordinarily not be brought by a minority shareholder. However, based on English authority, which would in all likelihood be of persuasive authority in the Cayman Islands, the Cayman Islands courts can be expected (and have had occasion) to follow and apply the common law principles (namely the rule in Foss v. Harbottle and the exceptions thereto) so that a minority shareholder may be permitted to commence a class action against, or derivative actions in the name of, our company to challenge:

(a): an act which is ultra vires or illegal and is therefore incapable of ratification by the shareholders,
(b): act which constitutes a fraud against the minority where the wrongdoers are themselves in control of our company, and
(c): an act which requires a resolution with a qualified (or special) majority (i.e. more than a simple majority) which has not been obtained.

Indemnification of Directors and Executive Officers and Limitation of Liability. Cayman Islands law does not limit the extent to which a company's memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences of committing a crime. Our post-offering amended and restated memorandum and articles of association require us to indemnify our officers and directors for losses, damages, costs and expenses incurred in their capacities as such unless such losses or damages arise from dishonesty, willful default or fraud of such directors or officers. This standard of conduct is generally the same as permitted under the Delaware General Corporation Law for a Delaware corporation.

In addition, we have entered into indemnification agreements with our directors and executive officers that provide such persons with additional indemnification beyond that provided in our post-offering amended and restated memorandum and articles of association.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling us under the foregoing provisions, we have been informed that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

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Directors' Fiduciary Duties. Under Delaware corporate law, a director of a Delaware corporation has a fiduciary duty to the corporation and its shareholders. This duty has two components: the duty of care and the duty of loyalty. The duty of care requires that a director act in good faith, with the care that an ordinarily prudent person would exercise under similar circumstances. Under this duty, a director must inform himself of, and disclose to shareholders, all material information reasonably available regarding a significant transaction. The duty of loyalty requires that a director acts in a manner he reasonably believes to be in the best interests of the corporation. He must not use his corporate position for personal gain or advantage. This duty prohibits self-dealing by a director and mandates that the best interest of the corporation and its shareholders take precedence over any interest possessed by a director, officer or controlling shareholder and not shared by the shareholders generally. In general, actions of a director are presumed to have been made on an informed basis, in good faith and in the honest belief that the action taken was in the best interests of the corporation. However, this presumption may be rebutted by evidence of a breach of one of the fiduciary duties. Should such evidence be presented concerning a transaction by a director, the director must prove the procedural fairness of the transaction, and that the transaction was of fair value to the corporation.

As a matter of Cayman Islands law, a director of a Cayman Islands company is in the position of a fiduciary with respect to the company and therefore he owes the following duties to the company—a duty to act in good faith in the best interests of the company, a duty not to make a personal profit based on his 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 personal interest or his 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 duties a greater degree of skill than may reasonably be expected from a person of his knowledge and experience. However, English and Commonwealth courts have moved towards an objective standard with regard to the required skill and care and these authorities are likely to be followed in the Cayman Islands.

Shareholder Action by Written Consent. Under the Delaware General Corporation Law, a corporation may eliminate the right of shareholders to act by written consent by amendment to its certificate of incorporation. Cayman Islands law and our post-offering amended and restated memorandum and articles of association provide that shareholders may approve corporate matters by way of a unanimous written resolution signed by or on behalf of each shareholder who would have been entitled to vote on such matter at a general meeting without a meeting being held.

Shareholder Proposals. Under the Delaware General Corporation Law, a shareholder has the right to put any proposal before the annual meeting of shareholders, provided it complies with the notice provisions in the governing documents. A special meeting may be called by the board of directors or any other person authorized to do so in the governing documents, but shareholders may be precluded from calling special meetings.

Cayman Islands law provides shareholders with only limited rights to requisition a general meeting, and does not provide shareholders with any right to put any proposal before a general meeting. However, these rights may be provided in a company's articles of association. Our post-offering amended and restated memorandum and articles of association allow our shareholders holding shares representing in aggregate not less than one-third of the votes attaching to the issued and outstanding shares of our company entitled to vote at general meetings to requisition a shareholder's meeting, in which case our directors shall convene an extraordinary general meeting. Other than this right to requisition a shareholders' meeting, our post-offering amended and restated articles of association do not provide our shareholders with other right to put proposal before annual general meetings or extraordinary general meetings not called by such shareholders. As an exempted Cayman Islands company, we are not obliged by law to call shareholders' annual general meetings.

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Cumulative Voting. Under the Delaware General Corporation Law, cumulative voting for elections of directors is not permitted unless the corporation's certificate of incorporation specifically provides for it. Cumulative voting potentially facilitates the representation of minority shareholders on a board of directors since it permits the minority shareholder to cast all the votes to which the shareholder is entitled on a single director, which increases the shareholder's voting power with respect to electing such director. There are no prohibitions in relation to cumulative voting under the laws of the Cayman Islands but our post-offering amended and restated memorandum and articles of association do not provide for cumulative voting. As a result, our shareholders are not afforded any less protections or rights on this issue than shareholders of a Delaware corporation.

Removal of Directors. Under the Delaware General Corporation Law, a director of a corporation with a classified board may be removed only for cause with the approval of a majority of the outstanding shares entitled to vote, unless the certificate of incorporation provides otherwise. Under our post-offering amended and restated memorandum and articles of association, directors may be removed with or without cause, by an ordinary resolution of our shareholders.

Transactions with Interested Shareholders. The Delaware General Corporation Law contains a business combination statute applicable to Delaware corporations whereby, unless the corporation has specifically elected not to be governed by such statute by amendment to its certificate of incorporation, it is prohibited from engaging in certain business combinations with an "interested shareholder" for three years following the date 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 share 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 directors of the company are required to comply with the fiduciary duties which they owe to the company under Cayman Islands law, including the duty to ensure that, in their opinion, any such transactions are bona fide in the best interests of the company and are entered into for a proper purpose and not with the effect of constituting a fraud on the minority shareholders.

Dissolution; Winding up. Under the Delaware General Corporation Law, unless the board of directors approves the proposal to dissolve, dissolution must be approved by shareholders holding 100% of the total voting power of the corporation. Only if the dissolution is initiated by the board of directors may it be approved by a simple majority of the corporation's outstanding shares. Delaware law allows a Delaware corporation to include in its certificate of incorporation a supermajority voting requirement in connection with dissolutions initiated by the board.

Under Cayman Islands law, a company may be wound up by either an order of the courts of the Cayman Islands or by a special resolution of its members or, if the company is unable to pay its debts as they fall due, by an ordinary resolution of its members. The court has authority to order winding up in a number of specified circumstances including where it is, in the opinion of the court, just and equitable to do so. Under the Companies Law and our post-offering amended and restated articles of association, our company may be dissolved, liquidated or wound up by a special resolution of our shareholders, or by an ordinary resolution on the basis that our company is unable to pay its debts as they fall due.

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Variation of Rights of Shares. Under the Delaware General Corporation Law, a corporation may vary the rights of a class of shares with the approval of a majority of the outstanding shares of such class, unless the certificate of incorporation provides otherwise. Under Cayman Islands law and our post-offering amended and restated articles of association, if our share capital is divided into more than one class of shares, we may vary the rights attached to any class with the written consent of all the holders of the issued shares of that class or with the sanction of a resolution passed by a majority of the votes cast at a separate meeting of the holders of the shares of that class.

Amendment of Governing Documents. Under the Delaware General Corporation Law, a corporation's governing documents may be amended with the approval of a majority of the outstanding shares entitled to vote, unless the certificate of incorporation provides otherwise. Under the Companies Law, our post-offering amended and restated memorandum and articles of association may only be amended by a special resolution of our shareholders.

Rights of Non-resident or Foreign Shareholders. There are no limitations imposed by our post-offering amended and restated memorandum and articles of association on the rights of non-resident or foreign shareholders to hold or exercise voting rights on our shares. In addition, there are no provisions in our post-offering amended and restated memorandum and articles of association governing the ownership threshold above which shareholder ownership must be disclosed.

History of Securities Issuances and Material Securities Transfers

The following is a summary of our securities issuances and material securities transfers in the past three years.

Ordinary Shares

On June 2, 2017 and October 19, 2017, we issued 5,585 and 454 ordinary shares, par value US$0.0001 per share, to Zhenyu Jiang for considerations of approximately US$582.5 thousand and US$47.3 thousand, respectively, upon the exercise of share options.

On December 29, 2017, we issued 269,627 ordinary shares, par value US$0.0001 per share, to Nine F Capital Limited, upon the exercise of share options.

On February 1, 2018, we issued 112,044 ordinary shares, par value US$0.0001 per share, to Nine F Capital Limited, DFM Capital Ltd., JAS Investment Group Limited, Pacific Venture Partners LLC, SINOMAP INVESTMENTS LIMITED, TREASURE KNIGHT INVESTMENTS LIMITED, CINDA 9F INVESTMENT LP and Brilliant Code Investment Limited at par value.

On March 31, 2017 and June 30, 2017, Titan Capital Holdings Limited purchased 15,565 and 55,185 ordinary shares, par value US$0.0001 per share, respectively, from Nine Fortune Limited for considerations of US$11 million and US$39 million, respectively.

On June 30, 2017, Eagle Capital (HongKong) Limited purchased 56,600 ordinary shares, par value US$0.0001 per share, from Nine Fortune Limited for a consideration of US$40 million.

On November 7, 2017, JAS Investment Group Limited purchased 50,518 ordinary shares, par value US$0.0001 per share, from Nine Fortune Limited and Pacific Venture Partners LLC for an aggregated consideration of approximately US$50.9 million.

On April 23, 2018, Nine F Capital Limited purchased 135,852 ordinary shares, par value US$0.0001 per shares, from Nine Fortune Limited, for a consideration of approximately US$96 million.

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Preferred Shares

On July 19, 2017, we issued 28,303 series B preferred shares, par value US$0.0001 per share, to CINDA 9F INVESTMENT LP for a consideration of US$30.0 million.

On November 7, 2017, we issued 50,518 series C preferred shares, par value US$0.0001 per share, to JAS Investment Group Limited for a consideration of approximately US$53.5 million.

On February 23, 2018, we issued 35,180 series D preferred shares, par value US$0.0001 per share, to FAMOUS VOYAGE GROUP LIMITED and PLENTIFUL BRIGHT INTERNATIONAL LIMITED for an aggregated consideration of US$65.0 million.

On September 20, 2018, we issued 10,825 series E preferred shares, par value US$0.0001 per share, to SBI Hong Kong Holdings Co., Limited for an aggregated consideration of US$20.0 million.

Option Grants

We have granted options to purchase our Class A ordinary shares to certain of our directors, executive officers and employees. See "Management—Share Incentive Plans."

Shareholders Agreement

We entered into our fourth amended and restated shareholders agreement on September 20, 2018 with our shareholders, which consists of holders of ordinary shares, series A preferred shares, series B preferred shares, series C preferred shares, series D preferred shares and series E preferred shares.

The shareholders agreement provides that our board of directors should consist of nine directors, including five directors designated by the holders of ordinary shares, one director being designated by Famous Voyage Group Limited, one director being designated by series JAS Investment Group Limited, one director being designated jointly by SINOMAP INVESTMENTS LIMITED and TREASURE KNIGHT INVESTMENTS LIMITED, and one director being designated by NOVEL LEAD LIMITED. The shareholders agreement also provides for certain special rights, including right of first refusal, co-sale rights, and contains provisions governing other corporate governance matters. Those special rights, as well as the corporate governance provisions, will terminate upon the completion of this offering.

Registration Rights

Pursuant to our current shareholders agreement, we have granted certain registration rights to our shareholders. Set forth below is a description of the registration rights granted under the agreement.

Demand Registration Rights. Holders holding at least 30% of the registrable securities (on a as converted basis) held by the preferred shareholders have the right to demand in writing that we file a registration statement covering the registration of at least 20% of their registrable securities or any lesser percentage if the anticipated gross proceeds from the offering exceed US$5.0 million. We have the right to defer filing of a registration statement for a period of not more than 90 days after the receipt of the request of the initiating holders under certain conditions, but we cannot exercise the deferral right more than once in any twelve-month period, and cannot register any other securities during such period. We are not obligated to effect more than three demand registrations.

Piggyback Registration Rights. If we propose to file a registration statement for a public offering of our securities, we must offer holders of our registrable securities an opportunity to include in such registration. If the managing underwriter(s) of any underwritten offering determine(s) in good faith that marketing factors require a limitation of the number of shares to be underwritten, then the managing underwriter(s) may exclude shares from the registration and the underwriting, and the number of shares that may be included in the registration and the underwriting shall be allocated, first to us,

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second to each of the holders requesting inclusion of their registrable securities in such registration statement on a pro rata basis based on the total number of shares of registrable securities then held by each such holder, and third to holders of other securities.

Form F-3 Registration Rights. Any holder of our registrable securities may request us to file an unlimited number of registration statements on Form F-3. We shall effect the registration of the securities on Form F-3 as soon as practicable. We have the right to defer filing of a registration statement for a period of not more than 60 days after receipt of the request under certain conditions, but we cannot exercise the deferral right for more than once during any twelve-month period and cannot register any other securities during such 60-day period. We are not obligated to effect more than two F-3 registrations within a twelve-month period.

Expenses of Registration. We will bear all registration expenses, other than underwriting discounts, selling commissions or special counsel of the selling holders applicable, incurred in connection with any demand, piggyback or F-3 registration.

Termination of Obligations. Our obligation to effect any demand, piggyback or Form F-3 registration shall terminate on the fifth anniversary of the closing of this offering, or, if, in the opinion of counsel to our company, all such registrable securities proposed to be sold by a holder of registrable securities may then be sold without registration in any ninety day period pursuant to Rule 144 promulgated under the Securities Act.

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DESCRIPTION OF AMERICAN DEPOSITARY SHARES

[American Depositary Shares

Citibank, N.A., as depositary will issue the ADSs which you will be entitled to receive in this offering. Each ADS will represent an ownership interest in Class A ordinary shares which we will deposit with the custodian, as agent of the depositary, under the deposit agreement among ourselves, the depositary and yourself as an ADR holder. In the future, each ADS will also represent any securities, cash or other property deposited with the depositary but which they have not distributed directly to you. Unless specifically requested by you, all ADSs will be issued on the books of our depositary in book-entry form and periodic statements will be mailed to you which reflect your ownership interest in such ADSs. In our description, references to American depositary receipts or ADRs shall include the statements you will receive which reflect your ownership of ADSs.

The depositary's office is located at 388 Greenwich Street, New York, New York 10013.

You may hold ADSs either directly or indirectly through your broker or other financial institution. If you hold ADSs directly, by having an ADS registered in your name on the books of the depositary, you are an ADR holder. This description assumes you hold your ADSs directly. If you hold the ADSs through your broker or financial institution nominee, you must rely on the procedures of such broker or financial institution to assert the rights of an ADR holder described in this section. You should consult with your broker or financial institution to find out what those procedures are.

As an ADR holder, we will not treat you as a shareholder of ours and you will not have any shareholder rights. Cayman Islands law governs shareholder rights. Because the depositary or its nominee will be the shareholder of record for the shares represented by all outstanding ADSs, shareholder rights rest with such record holder. Your rights are those of an ADR holder. Such rights derive from the terms of the deposit agreement to be entered into among us, the depositary and all registered holders from time to time of ADSs issued under the deposit agreement. The obligations of the depositary and its agents are also set out in the deposit agreement. Because the depositary or its nominee will actually be the registered owner of the shares, you must rely on it to exercise the rights of a shareholder on your behalf. The deposit agreement and the ADSs are governed by New York law.

The following is a summary of what we believe to be the material terms of the deposit agreement. Notwithstanding this, because it is a summary, it may not contain all the information that you may otherwise deem important. For more complete information, you should read the entire deposit agreement and the form of ADR which contains the terms of your ADSs. You can read a copy of the deposit agreement which is filed as an exhibit to the registration statement of which this prospectus forms apart. You may also obtain a copy of the deposit agreement at the SEC's Public Reference Room which is located at 100 F Street, NE, Washington, DC 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-732-0330. You may also find the registration statement and the attached deposit agreement on the SEC's website at http://www.sec.gov.

Share Dividends and Other Distributions

How will I receive dividends and other distributions on the shares underlying my ADSs?

We may make various types of distributions with respect to our securities. The depositary has agreed that, to the extent practicable, it will pay to you the cash dividends or other distributions it or the custodian receives on shares or other deposited securities, after converting any cash received into U.S. dollars and, in all cases, making any necessary deductions provided for in the deposit agreement. You will receive these distributions in proportion to the number of underlying securities that your ADSs represent.

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Except as stated below, the depositary will deliver such distributions to ADR holders in proportion to their interests in the following manner:

•

Cash. The depositary will distribute any U.S. dollars available to it resulting from a cash dividend or other cash distribution or the net proceeds of sales of any other distribution or portion thereof (to the extent applicable), on an averaged or other practicable basis, subject to (i) appropriate adjustments for taxes withheld, (ii) such distribution being impermissible or impracticable with respect to certain registered ADR holders, and (iii) deduction of the depositary's expenses in (1) converting any foreign currency to U.S. dollars to the extent that it determines that such conversion may be made on a reasonable basis, (2) transferring foreign currency or U.S. dollars to the United States by such means as the depositary may determine to the extent that it determines that such transfer may be made on a reasonable basis, (3) obtaining any approval or license of any governmental authority required for such conversion or transfer, which is obtainable at a reasonable cost and within a reasonable time and (4) making any sale by public or private means in any commercially reasonable manner. 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. If exchange rates fluctuate during a time when the depositary cannot convert a foreign currency, you may lose some or all of the value of the distribution.

•

Shares. In the case of a distribution in shares, the depositary will issue additional ADRs to evidence the number of ADSs representing such shares. Only whole ADSs will be issued. Any shares which would result in fractional ADSs will be sold and the net proceeds will be distributed in the same manner as cash to the ADR holders entitled thereto.

•

Rights to Receive Additional Shares. In the case of a distribution of rights to subscribe for additional shares or other rights, if we provide evidence satisfactory to the depositary that it may lawfully distribute such rights, the depositary will distribute warrants or other instruments in the discretion of the depositary representing such rights. However, if we do not furnish such evidence, the depositary may:

•: sell such rights if practicable and distribute the net proceeds in the same manner as cash to the ADR holders entitled thereto; or
•: if it is not practicable to sell such rights, do nothing and allow such rights to lapse, in which case ADR holders will receive nothing.

We have no obligation to file a registration statement under the Securities Act in order to make any rights available to ADR holders.

•: Other Distributions. In the case of a distribution of securities or property other than those described above, the depositary may either (i) distribute such securities or property in any manner it deems equitable and practicable or (ii) to the extent the depositary deems distribution of such securities or property not to be equitable and practicable, sell such securities or property and distribute any net proceeds in the same way it distributes cash.

If the depositary determines that any distribution described above is not practicable with respect to any specific registered ADR holder, the depositary may choose any method of distribution that it deems practicable for such ADR holder, including the distribution of foreign currency, securities or property, or it may retain such items, without paying interest on or investing them, on behalf of the ADR holder as deposited securities, in which case the ADSs will also represent the retained items.

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Any U.S. dollars will be distributed by checks drawn on a bank in the United States for whole dollars and cents. Fractional cents will be withheld without liability and dealt with by the depositary in accordance with its then current practices.

The depositary is not responsible if it decides that it is unlawful or impractical to make a distribution available to any ADR holders.

There can be no assurance that the depositary will be able to convert any currency at a specified exchange rate or sell any property, rights, shares or other securities at a specified price, nor that any of such transactions can be completed within a specified time period.

Deposit, Withdrawal and Cancellation

How does the depositary issue ADSs?

The depositary will issue ADSs if you or your broker deposit shares or evidence of rights to receive shares with the custodian and pay the fees and expenses owing to the depositary in connection with such issuance. In the case of the ADSs to be issued under this prospectus, we will arrange with the underwriters named herein to deposit such shares.

Shares deposited in the future with the custodian must be accompanied by certain delivery documentation and shall, at the time of such deposit, be registered in the name of , as depositary for the benefit of holders of ADRs or in such other name as the depositary shall direct.

The custodian will hold all deposited shares (including those being deposited by or on our behalf in connection with the offering to which this prospectus relates) for the account of the depositary. ADR holders thus have no direct ownership interest in the shares and only have such rights as are contained in the deposit agreement. The custodian will also hold any additional securities, property and cash received on or in substitution for the deposited shares. The deposited shares and any such additional items are referred to as "deposited securities".

Upon each deposit of shares, receipt of related delivery documentation and compliance with the other provisions of the deposit agreement, including the payment of the fees and charges of the depositary and any taxes or other fees or charges owing, the depositary will issue an ADR or ADRs in the name or upon the order of the person entitled thereto evidencing the number of ADSs to which such person is entitled. All of the ADSs issued will, unless specifically requested to the contrary, be part of the depositary's direct registration system, and a registered holder will receive periodic statements from the depositary which will show the number of ADSs registered in such holder's name. An ADR holder can request that the ADSs not be held through the depositary's direct registration system and that a certificated ADR be issued.

How do ADR holders cancel an ADS and obtain deposited securities?

When you turn in your ADR certificate at the depositary's office, or when you provide proper instructions and documentation in the case of direct registration ADSs, the depositary will, upon payment of certain applicable fees, charges and taxes, deliver the underlying shares to you or upon your written order. At your risk, expense and request, the depositary may deliver deposited securities at such other place as you may request.

The depositary may only restrict the withdrawal of deposited securities in connection with:

•: temporary delays caused by closing our transfer books or those of the depositary or the deposit of shares in connection with voting at a shareholders' meeting, or the payment of dividends;
•: the payment of fees, taxes and similar charges; or

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•: compliance with any U.S. or foreign laws or governmental regulations relating to the ADRs or to the withdrawal of deposited securities.

This right of withdrawal may not be limited by any other provision of the deposit agreement.

Record Dates

The depositary may, after consultation with us if practicable, fix record dates for the determination of the registered ADR holders who will be entitled (or obligated, as the case may be):

•: to receive any distribution on or in respect of shares,
•: to give instructions for the exercise of voting rights at a meeting of holders of shares,
•: to pay the fee assessed by the depositary for administration of the ADR program and for any expenses as provided for in the ADR, or
•: to receive any notice or to act in respect of other matters

all subject to the provisions of the deposit agreement.

Voting Rights

How do I vote?

If you are an ADR holder and the depositary asks you to provide it with voting instructions, you may instruct the depositary how to exercise the voting rights for the shares which underlie your ADSs. As soon as practicable after receiving notice of any meeting or solicitation of consents or proxies from us, the depositary will distribute to the registered ADR holders a notice stating such information as is contained in the voting materials received by the depositary and describing how you may instruct the depositary to exercise the voting rights for the shares which underlie your ADSs. For instructions to be valid, the depositary must receive them in the manner and on or before the date specified. No voting instructions may be deemed given to the depositary to give a discretionary proxy to a person designated by us if no instructions are received by the depositary from you on or before the response date established by the depositary. The depositary will try, as far as is practical, subject to the provisions of and governing the underlying shares or other deposited securities, to vote or to have its agents vote the shares or other deposited securities as you instruct. The depositary will only vote or attempt to vote as you instruct. The depositary will not itself exercise any voting discretion. Furthermore, neither the depositary nor its agents are responsible for any failure to carry out any voting instructions, for the manner in which any vote is cast or for the effect of any vote. Notwithstanding anything contained in the deposit agreement or any ADR, the depositary may, to the extent not prohibited by law or regulations, or by the requirements of the stock exchange on which the ADSs are listed, in lieu of distribution of the materials provided to the depositary in connection with any meeting of, or solicitation of consents or proxies from, holders of deposited securities, distribute to the registered holders of ADRs a notice that provides such holders with, or otherwise publicizes to such holders, instructions on how to retrieve such materials or receive such materials upon request (i.e., by reference to a website containing the materials for retrieval or a contact for requesting copies of the materials).

[Under our constituent documents the depositary would be able to provide us with voting instructions without having to personally attend meetings in person or by proxy. Such voting instructions may be provided to us via facsimile, email, mail, courier or other recognized form of delivery and we agree to accept any such delivery so long as it is timely received prior to the meeting. We will endeavor to provide the depositary with written notice of each meeting of shareholders promptly after determining the date of such meeting so as to enable it to solicit and receive voting instructions. In general, the depositary will require that voting instructions be received by the depositary no less than five business days prior to the date of each meeting of shareholders. Under the

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post-offering memorandum and articles of association that we expect to adopt, the minimum notice period required to convene a general meeting is seven days. The depositary may not have sufficient time to solicit voting instructions, and it is possible that you, or persons who hold their ADSs through brokers, dealers or other third parties, will not have the opportunity to exercise a right to vote.]

Notwithstanding the above, we have advised the depositary that under the Cayman Islands law and our constituent documents, each as in effect as of the date of the deposit agreement, voting at any meeting of shareholders is by show of hands unless a poll is (before or on the declaration of the results of the show of hands) demanded. In the event that voting on any resolution or matter is conducted on a show of hands basis in accordance with our constituent documents, the depositary will refrain from voting and the voting instructions (or the deemed voting instructions, as set out above) received by the depositary from holders shall lapse. The depositary will not demand a poll or join in demanding a poll, whether or not requested to do so by holders of ADSs.

There is no guarantee that you will receive voting materials in time to instruct the depositary to vote and it is possible that you, or persons who hold their ADSs through brokers, dealers or other third parties, will not have the opportunity to exercise a right to vote.

Reports and Other Communications

Will ADR holders be able to view our reports?

The depositary will make available for inspection by ADR holders at the offices of the depositary and the custodian the deposit agreement, the provisions of or governing deposited securities, and any written communications from us which are both received by the custodian or its nominee as a holder of deposited securities and made generally available to the holders of deposited securities.

Additionally, if we make any written communications generally available to holders of our shares, and we furnish copies thereof (or English translations or summaries) to the depositary, it will distribute the same to registered ADR holders.

Fees and Expenses

What fees and expenses will I be responsible for paying?

The depositary may charge each person to whom ADSs are issued, including, without limitation, issuances against deposits of shares, issuances in respect of share distributions, rights and other distributions, issuances pursuant to a stock dividend or stock split declared by us or issuances pursuant to a merger, exchange of securities or any other transaction or event affecting the ADSs or deposited securities, and each person surrendering ADSs for withdrawal of deposited securities or whose ADRs are cancelled or reduced for any other reason, US$5.00 for each 100 ADSs (or any portion thereof) issued, delivered, reduced, cancelled or surrendered, as the case may be. The depositary may sell (by public or private sale) sufficient securities and property received in respect of a share distribution, rights and/or other distribution prior to such deposit to pay such charge.

The following additional charges shall be incurred by the ADR holders, by any party depositing or withdrawing shares or by any party surrendering ADSs or to whom ADSs are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by us or an exchange of stock regarding the ADRs or the deposited securities or a distribution of ADSs), whichever is applicable:

•: a fee of US$ per ADR or ADRs for transfers of certificated or direct registration ADRs;
•: a fee of up to US$ per ADS for any cash distribution made pursuant to the deposit agreement;
•: a fee of up to US$ per ADS per calendar year (or portion thereof) for services performed by the depositary in administering the ADRs (which fee may be charged on a

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periodic basis during each calendar year and shall be assessed against holders of ADRs as of the record date or record dates set by the depositary during each calendar year and shall be payable in the manner described in the next succeeding provision);

•: reimbursement of such fees, charges and expenses as are incurred by the depositary and/or any of the depositary's agents (including, without limitation, the custodian and expenses incurred on behalf of holders in connection with compliance with foreign exchange control regulations or any law or regulation relating to foreign investment) in connection with the servicing of the shares or other deposited securities, the delivery of deposited securities or otherwise in connection with the depositary's or its custodian's compliance with applicable law, rule or regulation (which charge shall be assessed on a proportionate basis against holders as of the record date or dates set by the depositary and shall be payable at the sole discretion of the depositary by billing such holders or by deducting such charge from one or more cash dividends or other cash distributions);
•: a fee for the distribution of securities (or the sale of securities in connection with a distribution), such fee being in an amount equal to the fee for the execution and delivery of ADSs which would have been charged as a result of the deposit of such securities (treating all such securities as if they were shares and there would be a fee of five cents per ADS outstanding);
•: stock transfer or other taxes and other governmental charges;
•: cable, telex and facsimile transmission and delivery charges incurred at your request in connection with the deposit or delivery of shares;
•: transfer or registration fees for the registration of transfer of deposited securities on any applicable register in connection with the deposit or withdrawal of deposited securities; and
•: expenses of the depositary in connection with the conversion of foreign currency into U.S. dollars.

We will pay all other charges and expenses of the depositary and any agent of the depositary (except the custodian) pursuant to agreements from time to time between us and the depositary. The charges described above may be amended from time to time by agreement between us and the depositary.

Our depositary has agreed to reimburse us for certain expenses we incur that are related to establishment and maintenance of the ADR program, including investor relations expenses and exchange application and listing fees. Neither the depositary nor we can determine the exact amount to be made available to us because (i) the number of ADSs that will be issued and outstanding, (ii) the level of fees to be charged to holders of ADSs and (iii) our reimbursable expenses related to the ADR program are not known at this time. The depositary collects its fees for issuance and cancellation of ADSs directly from investors depositing shares or surrendering ADSs for the purpose of withdrawal or from intermediaries acting for them. The depositary collects fees for making distributions to investors by deducting those fees from the amounts distributed or by selling a portion of distributable property to pay the fees. The depositary may collect its annual fee for depositary services by deduction from cash distributions, or by directly billing investors, or by charging the book-entry system accounts of participants acting for them. The depositary will generally set off the amounts owing from distributions made to holders of ADSs. If, however, no distribution exists and payment owing is not timely received by the depositary, the depositary may refuse to provide any further services to holders that have not paid those fees and expenses owing until such fees and expenses have been paid. At the discretion of the depositary, all fees and charges owing under the deposit agreement are due in advance and/or when declared owing by the depositary.

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Payment of Taxes

ADR holders must pay any tax or other governmental charge payable by the custodian or the depositary on any ADS or ADR, deposited security or distribution. If an ADR holder owes any tax or other governmental charge, the depositary may (i) deduct the amount thereof from any cash distributions, or (ii) sell deposited securities (by public or private sale) and deduct the amount owing from the net proceeds of such sale. In either case the ADR holder remains liable for any shortfall. Additionally, if any taxes or other governmental charges (including any penalties and/or interest) shall become payable by or on behalf of the custodian or the depositary with respect to any ADR, any deposited securities represented by the ADSs evidenced thereby or any distribution thereon, including, without limitation, any Chinese Enterprise Income Tax owing if the Circular Guoshuifa [2009] No. 82 issued by the SAT or any other circular, edict, order or ruling, as issued and as from time to time amended, is applied or otherwise, such tax or other governmental charge shall be paid by the holder thereof to the depositary. and by holding or having held an ADR the holder and all prior holders thereof, jointly and severally, agree to indemnify, defend and save harmless each of the depositary and its agents in respect thereof. If any tax or governmental charge is unpaid, the depositary may also refuse to effect any registration, registration of transfer, split-up or combination of deposited securities or withdrawal of deposited securities until such payment is made. If any tax or governmental charge is required to be withheld on any cash distribution, the depositary may deduct the amount required to be withheld from any cash distribution or, in the case of a non-cash distribution, sell the distributed property or securities (by public or private sale) to pay such taxes and distribute any remaining net proceeds to the ADR holders entitled thereto.

By holding an ADR or an interest therein, you will be agreeing to indemnify us, the depositary, its custodian and any of our or their respective directors, employees, agents and affiliates against, and hold each of them harmless from, any claims by any governmental authority with respect to taxes, additions to tax, penalties or interest arising out of any refund of taxes, reduced rate of withholding at source or other tax benefit obtained.

Reclassifications, Recapitalizations and Mergers

If we take certain actions that affect the deposited securities, including (i) any change in par value, split-up, consolidation, cancellation or other reclassification of deposited securities or (ii) any distributions not made to holders of ADRs or (iii) any recapitalization, reorganization, merger, consolidation, liquidation, receivership, bankruptcy or sale of all or substantially all of our assets, then the depositary may choose to:

•: amend the form of ADR;
•: distribute additional or amended ADRs;
•: distribute cash, securities or other property it has received in connection with such actions;
•: sell any securities or property received and distribute the proceeds as cash; or
•: none of the above.

If the depositary does not choose any of the above options, any of the cash, securities or other property it receives will constitute part of the deposited securities and each ADS will then represent a proportionate interest in such property.

Amendment and Termination

How may the deposit agreement be amended?

We may agree with the depositary to amend the deposit agreement and the ADSs without your consent for any reason. ADR holders must be given at least [30] days' notice of any amendment that

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imposes or increases any fees or charges (other than stock transfer or other taxes and other governmental charges, transfer or registration fees, cable, telex or facsimile transmission costs, delivery costs or other such expenses), or otherwise prejudices any substantial existing right of ADR holders. Such notice need not describe in detail the specific amendments effectuated thereby, but must give ADR holders a means to access the text of such amendment. If an ADR holder continues to hold an ADR or ADRs after being so notified, such ADR holder is deemed to agree to such amendment and to be bound by the deposit agreement as so amended. Notwithstanding the foregoing, if any governmental body or regulatory body should adopt new laws, rules or regulations which would require amendment or supplement of the deposit agreement or the form of ADR to ensure compliance therewith, we and the depositary may amend or supplement the deposit agreement and the ADR at any time in accordance with such changed laws, rules or regulations, which amendment or supplement may take effect before a notice is given or within any other period of time as required for compliance. No amendment, however, will impair your right to surrender your ADSs and receive the underlying securities, except in order to comply with mandatory provisions of applicable law.

How may the deposit agreement be terminated?

The depositary may, and shall at our written direction, terminate the deposit agreement and the ADRs by mailing notice of such termination to the registered holders of ADRs at least [30] days prior to the date fixed in such notice for such termination; provided, however, if the depositary shall have (i) resigned as depositary under the deposit agreement, notice of such termination by the depositary shall not be provided to registered holders unless a successor depositary shall not be operating under the deposit agreement within [45] days of the date of such resignation, and (ii) been removed as depositary under the deposit agreement, notice of such termination by the depositary shall not be provided to registered holders of ADRs unless a successor depositary shall not be operating under the deposit agreement on the [90]th day after our notice of removal was first provided to the depositary. After termination, the depositary's only responsibility will be (i) to deliver deposited securities to ADR holders who surrender their ADRs, and (ii) to hold or sell distributions received on deposited securities. As soon as practicable after the expiration of six months from the termination date, the depositary will sell the deposited securities which remain and hold the net proceeds of such sales (as long as it may lawfully do so), without liability for interest, in trust for the ADR holders who have not yet surrendered their ADRs. After making such sale, the depositary shall have no obligations except to account for such proceeds and other cash.

Limitations on Obligations and Liability to ADS Holders

Limits on our obligations and the obligations of the depositary; limits on liability to ADR holders and holders of ADSs

Prior to the issue, registration, registration of transfer, split-up, combination, or cancellation of any ADRs, or the delivery of any distribution in respect thereof, and from time to time, we or the depositary or its custodian may require:

•: payment with respect thereto of (i) any stock transfer or other tax or other governmental charge, (ii) any stock transfer or registration fees in effect for the registration of transfers of shares or other deposited securities upon any applicable register and (iii) any applicable fees and expenses described in the deposit agreement;
•: the production of proof satisfactory to it of (i) the identity of any signatory and genuineness of any signature and (ii) such other information, including without limitation, information as to citizenship, residence, exchange control approval, beneficial ownership of any securities, compliance with applicable law, regulations, provisions of or governing deposited securities and terms of the deposit agreement and the ADRs, as it may deem necessary or proper; and

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•: compliance with such regulations as the depositary may establish consistent with the deposit agreement.

The issuance of ADRs, the acceptance of deposits of shares, the registration, registration of transfer, split-up or combination of ADRs or the withdrawal of shares, may be suspended, generally or in particular instances, when the ADR register or any register for deposited securities is closed or when any such action is deemed advisable by the depositary; provided that the ability to withdrawal shares may only be limited under the following circumstances: (i) temporary delays caused by closing transfer books of the depositary or our transfer books or the deposit of shares in connection with voting at a shareholders' meeting, or the payment of dividends, (ii) the payment of fees, taxes, and similar charges, and (iii) compliance with any laws or governmental regulations relating to ADRs or to the withdrawal of deposited securities.

The deposit agreement expressly limits the obligations and liability of the depositary, ourselves and our respective agents. Neither we nor the depositary nor any such agent will be liable if:

•: any present or future law, rule, regulation, fiat, order or decree of the United States, the Cayman Islands, the People's Republic of China or any other country, or of any governmental or regulatory authority or securities exchange or market or automated quotation system, the provisions of or governing any deposited securities, any present or future provision of our charter, any act of God, war, terrorism or other circumstance beyond our, the depositary's or our respective agents' control shall prevent or delay, or shall cause any of them to be subject to any civil or criminal penalty in connection with, any act which the deposit agreement or the ADRs provide shall be done or performed by us, the depositary or our respective agents (including, without limitation, voting);
•: it exercises or fails to exercise discretion under the deposit agreement or the ADR;
•: it performs its obligations under the deposit agreement and ADRs without gross negligence or bad faith;
•: it takes any action or refrains from taking any action in reliance upon the advice of or information from legal counsel, accountants, any person presenting shares for deposit, any registered holder of ADRs, or any other person believed by it to be competent to give such advice or information; or
•: it relies upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties.

Neither the depositary nor its agents have any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any deposited securities or the ADRs. We and our agents shall only be obligated to appear in, prosecute or defend any action, suit or other proceeding in respect of any deposited securities or the ADRs, which in our opinion may involve us in expense or liability, if indemnity satisfactory to us against all expense (including fees and disbursements of counsel) and liability is furnished as often as may be required. The depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the deposit agreement, any registered holder or holders of ADRs, any ADRs or otherwise related to the deposit agreement or ADRs to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. The depositary shall not be liable for the acts or omissions made by any securities depository, clearing agency or settlement system in connection with or arising out of book-entry settlement of deposited securities or otherwise. Furthermore, the depositary shall not be responsible for, and shall incur no liability in connection with or arising from, the insolvency of any custodian that is not a branch or affiliate of . The depositary and the custodian(s) may use third party delivery services and providers of information regarding matters such

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as pricing, proxy voting, corporate actions, class action litigation and other services in connection with the ADRs and the deposit agreement, and use local agents to provide extraordinary services such as attendance at annual meetings of issuers of securities. Although the depositary and the custodian will use reasonable care (and cause their agents to use reasonable care) in the selection and retention of such third party providers and local agents, they will not be responsible for any errors or omissions made by them in providing the relevant information or services.

Additionally, none of us, the depositary or the custodian shall be liable for the failure by any registered holder of ADRs or beneficial owner therein to obtain the benefits of credits on the basis of non-U.S. tax paid against such holder's or beneficial owner's income tax liability. Neither we nor the depositary shall incur any liability for any tax consequences that may be incurred by holders or beneficial owners on account of their ownership of ADRs or ADSs.

Neither the depositary nor its agents will be responsible for any failure to carry out any instructions to vote any of the deposited securities, for the manner in which any such vote is cast or for the effect of any such vote. Neither the depositary nor any of its agents shall be liable to registered holders of ADRs or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damages (including, without limitation, lost profits) of any form incurred by any person or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought.

The deposit agreement provides that, to the extent permitted by law, ADS holders waive the right to a jury trial of any claim they may have against us or the depositary arising out of or relating to our shares, the ADSs or the deposit agreement, including any claim under the U.S. federal securities laws. If we or the depositary opposed a jury trial demand based on the waiver, the court would determine whether the waiver was enforceable in the facts and circumstances of that case in accordance with applicable case law. No condition, stipulation or provision of the deposit agreement or ADSs serves as a waiver by any holder or beneficial owner of ADSs or by us or the depositary of compliance with any substantive provision of the U.S. federal securities laws and the rules and regulations promulgated thereunder.

The depositary may own and deal in any class of our securities and in ADSs.

Disclosure of Interest in ADSs

To the extent that the provisions of or governing any deposited securities may require disclosure of or impose limits on beneficial or other ownership of deposited securities, other shares and other securities and may provide for blocking transfer, voting or other rights to enforce such disclosure or limits, you agree to comply with all such disclosure requirements and ownership limitations and to comply with any reasonable instructions we may provide in respect thereof. We reserve the right to instruct you to deliver your ADSs for cancellation and withdrawal of the deposited securities so as to permit us to deal with you directly as a holder of shares and, by holding an ADS or an interest therein, you will be agreeing to comply with such instructions.

Books of Depositary

The depositary or its agent will maintain a register for the registration, registration of transfer, combination and split-up of ADRs, which register shall include the depositary's direct registration system. Registered holders of ADRs may inspect such records at the depositary's office at all reasonable times, but solely for the purpose of communicating with other holders in the interest of the business of our company or a matter relating to the deposit agreement. Such register may be closed from time to time, when deemed expedient by the depositary.

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The depositary will maintain facilities for the delivery and receipt of ADRs.

Pre-release of ADSs

In its capacity as depositary, the depositary shall not lend shares or ADSs; provided, however, that the depositary may issue ADSs prior to the receipt of shares (each such transaction a "pre-release"). The depositary may receive ADSs in lieu of shares (which ADSs will promptly be canceled by the depositary upon receipt by the depositary). Each such pre-release will be subject to a written agreement whereby the person or entity (the "applicant") to whom ADSs are to be delivered (a) represents that at the time of the pre-release the applicant or its customer owns the shares that are to be delivered by the applicant under such pre-release, (b) agrees to indicate the depositary as owner of such shares in its records and to hold such shares in trust for the depositary until such shares are delivered to the depositary or the custodian, (c) unconditionally guarantees to deliver to the depositary or the custodian, as applicable, such shares, and (d) agrees to any additional restrictions or requirements that the depositary deems appropriate. Each such pre-release will be at all times fully collateralized with cash, U.S. government securities or such other collateral as the depositary deems appropriate, terminable by the depositary on not more than five (5) business days' notice and subject to such further indemnities and credit regulations as the depositary deems appropriate. The depositary will normally limit the number of ADSs involved in such pre-release at any one time to thirty percent (30%) of the ADSs outstanding (without giving effect to pre-released ADSs outstanding), provided, however, that the depositary reserves the right to change or disregard such limit from time to time as it deems appropriate. The depositary may also set limits with respect to the number of ADSs involved in pre-release with any one person on a case-by-case basis as it deems appropriate. The depositary may retain for its own account any compensation received by it in conjunction with the foregoing. Collateral provided in connection with pre-release transactions, but not the earnings thereon, shall be held for the benefit of the registered holders of ADRs (other than the applicant).

Appointment

In the deposit agreement, each registered holder of ADRs and each person holding an interest in ADSs, upon acceptance of any ADSs (or any interest therein) issued in accordance with the terms and conditions of the deposit agreement will be deemed for all purposes to:

•: be a party to and bound by the terms of the deposit agreement and the applicable ADR or ADRs, and
•: appoint the depositary its attorney-in-fact, with full power to delegate, to act on its behalf and to take any and all actions contemplated in the deposit agreement and the applicable ADR or ADRs, to adopt any and all procedures necessary to comply with applicable laws and to take such action as the depositary in its sole discretion may deem necessary or appropriate to carry out the purposes of the deposit agreement and the applicable ADR and ADRs, the taking of such actions to be the conclusive determinant of the necessity and appropriateness thereof.

Governing Law

The deposit agreement and the ADRs shall be governed by and construed in accordance with the laws of the State of New York. In the deposit agreement, we have submitted to the jurisdiction of the courts of the State of New York and appointed an agent for service of process on our behalf. Notwithstanding the foregoing, any action based on the deposit agreement or the transactions contemplated thereby may be instituted by the depositary and holders in any competent court in the Cayman Islands, Hong Kong, the People's Republic of China and/or the United States or through the commencement of an English language arbitration either in New York, New York in accordance with the Commercial Arbitration Rules of the American Arbitration Association or in Hong Kong following the arbitration rules of the United Nations Commission on International Trade Law (UNCITRAL).]

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SHARES ELIGIBLE FOR FUTURE SALES

Upon completion of this offering, we will have ADSs outstanding, representing approximately % of our outstanding ordinary shares, assuming the underwriters do not exercise their over-allotment option. All of the ADSs sold in this offering will be freely transferable by persons other than by our "affiliates" without restriction or further registration under the Securities Act. Sales of substantial amounts of our ADSs in the public market could adversely affect prevailing market prices of our ADSs. Prior to this offering, there has been no public market for our ordinary shares or the ADSs. We intend to apply to list the ADSs on the [New York Stock Exchange/Nasdaq Stock Market], but 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 the ADSs.

Lock-up Agreements

[We have agreed, subject to certain exceptions, for a period of [180 days] after the date of this prospectus, not to offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale, lend or otherwise dispose of, except in this offering, any of our ordinary shares or ADSs or any securities convertible into or exercisable or exchangeable for such ordinary shares or ADSs, without the prior written consent of (the "Lock-up Release Parties").

Furthermore, [each of our officers, directors and existing shareholders and certain option holders] has also entered into a similar lock-up agreement for a period of [180 days] from the date of this prospectus, subject to certain exceptions, with respect to our ordinary shares or ADSs or any securities convertible into or exercisable or exchangeable for such ordinary shares or ADSs. ordinary shares or ADSs or any securities convertible into or exercisable or exchangeable for such ordinary shares or ADSs [These restrictions also apply to any ADSs acquired by our directors and executive officers in the offering pursuant to the directed share program, if any.] These parties collectively own all of our outstanding ordinary shares, without giving effect to this offering.

The restrictions described in the preceding paragraphs will be automatically extended under certain circumstances. See "Underwriting."

Other than this offering, we are not aware of any plans by any significant shareholders to dispose of significant numbers of our ADSs or ordinary shares. However, one or more existing shareholders or owners of securities convertible or exchangeable into or exercisable for our ADSs or ordinary shares may dispose of significant numbers of our ADSs or ordinary shares in the future. We cannot predict what effect, if any, future sales of our ADSs or ordinary shares, or the availability of ADSs or ordinary shares for future sale, will have on the trading price of our ADSs from time to time. Sales of substantial amounts of our ADSs or ordinary shares in the public market, or the perception that these sales could occur, could adversely affect the trading price of our ADSs.]

Rule 144

All of our ordinary shares that will be outstanding upon the completion of this offering, other than those ordinary shares sold in this offering, are "restricted securities" as that term is defined in Rule 144 under the Securities Act and may be sold publicly in the United States only if they are subject to an effective registration statement under the Securities Act or pursuant to an exemption from the registration requirement such as those provided by Rule 144 and Rule 701 promulgated under the Securities Act. In general, beginning 90 days after the date of this prospectus, a person (or persons whose shares are aggregated) who at the time of a sale is not, and has not been during the three months preceding the sale, an affiliate of ours and has beneficially owned our restricted securities for at least six months will be entitled to sell the restricted securities without registration under the Securities Act, subject only to the availability of current public information about us, and will be entitled to sell restricted securities beneficially owned for at least one year without restriction. Persons who are our

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affiliates and have beneficially owned our restricted securities for at least six months may sell a number of restricted securities within any three-month period that does not exceed the greater of the following:

•: 1% of the then Class A outstanding ordinary shares of the same class, in the form of ADSs or otherwise, which immediately after this offering will equal Class A ordinary shares, assuming the underwriters do not exercise their over-allotment option; or
•: the average weekly trading volume of our Class A ordinary shares of the same class, in the form of ADSs or otherwise, during the four calendar weeks preceding the date on which notice of the sale is filed with the SEC.

Sales by our affiliates under Rule 144 are also subject to certain requirements relating to manner of sale, notice and the availability of current public information about us.

Rule 701

In general, under Rule 701 of the Securities Act as currently in effect, each of our employees, consultants or advisors who purchases our ordinary shares from us in connection with a compensatory stock plan or other written agreement executed prior to the completion of this offering is eligible to resell those ordinary shares in reliance on Rule 144, but without compliance with some of the restrictions, including the holding period, contained in Rule 144. However, the Rule 701 shares would remain subject to lock-up arrangements and would only become eligible for sale when the lock-up period expires.

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TAXATION

The following summary of the material Cayman Islands, PRC and U.S. federal income tax consequences of an investment in our ADSs or Class A ordinary shares is based upon laws and relevant interpretations thereof in effect as of the date of this registration statement, all of which are subject to change. This summary does not deal with all possible tax consequences relating to an investment in our ADSs or Class A ordinary shares, such as the tax consequences under U.S. state and local tax laws or under the tax laws of jurisdictions other than the Cayman Islands, the People's Republic of China and the United States.

Cayman Islands Taxation

The Cayman Islands currently levies no taxes on individuals or corporations based upon profits, income, gains or appreciation and there is no taxation in the nature of inheritance tax or estate duty. There are no other taxes likely to be material to us levied by the government of the Cayman Islands except for stamp duties which may be applicable on instruments executed in, or after execution brought within the jurisdiction of the Cayman Islands. The Cayman Islands is not party to any double tax treaties that are applicable to any payments made to or by our company. There are no exchange control regulations or currency restrictions in the Cayman Islands.

Payments of dividends and capital in respect of our ordinary shares and ADSs will not be subject to taxation in the Cayman Islands and no withholding will be required on the payment of a dividend or capital to any holder of our ordinary shares or the ADSs, nor will gains derived from the disposal of our ordinary shares or the ADSs be subject to Cayman Islands income or corporation tax.

People's Republic of China Taxation

Under the PRC Enterprise Income Tax Law and its implementation rules, an enterprise established outside of the PRC with "de facto management body" within the PRC is considered a resident enterprise. The implementation rules define the term "de facto management body" as the body that exercises full and substantial control and overall management over the business, productions, personnel, accounts and properties of an enterprise. In April 2009, the SAT issued Circular 82, which provides certain specific criteria for determining whether the "de facto management body" of a PRC-controlled enterprise that is incorporated offshore is located in China. Although this circular only applies to offshore enterprises controlled by PRC enterprises or PRC enterprise groups, not those controlled by PRC individuals or foreigners, the criteria set forth in the circular may reflect the State Administration of Taxation's general position on how the "de facto management body" text should be applied in determining the tax resident status of all offshore enterprises. According to Circular 82, an offshore incorporated enterprise controlled by a PRC enterprise or a PRC enterprise group will be regarded as a PRC tax resident by virtue of having its "de facto management body" in China only if all of the following conditions are met: (i) the primary location of the day-to-day operational management is in the PRC; (ii) decisions relating to the enterprise's financial and human resource matters are made or are subject to approval by organizations or personnel in the PRC; (iii) the enterprise's primary assets, accounting books and records, company seals, and board and shareholder resolutions, are located or maintained in the PRC; and (iv) at least 50% of voting board members or senior executives habitually reside in the PRC.

We believe that 9F Inc. is not a PRC resident enterprise for PRC tax purposes. 9F Inc. is not controlled by a PRC enterprise or PRC enterprise group and we do not believe that 9F Inc. meets all of the conditions above. 9F Inc. is a company incorporated outside the PRC. As a holding company, its key assets are its ownership interests in its subsidiaries, and its key assets are located, and its records (including the resolutions of its board of directors and the resolutions of its shareholders) are maintained, outside the PRC. In addition, we are not aware of any offshore holding companies with a

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similar corporate structure as ours ever having been deemed a PRC "resident enterprise" by the PRC tax authorities. However, the tax resident status of an enterprise is subject to determination by the PRC tax authorities and uncertainties remain with respect to the interpretation of the term "de facto management body."

If the PRC tax authorities determine that 9F Inc. is a PRC resident enterprise for enterprise income tax purposes, we may be required to withhold a 10% withholding tax from dividends we pay to our shareholders that are non-resident enterprises, including the holders of our ADSs. In addition, non-resident enterprise shareholders (including our ADS holders) may be subject to a 10% PRC tax on gains realized on the sale or other disposition of ADSs or ordinary shares, if such income is treated as sourced from within the PRC. It is unclear whether our non-PRC individual shareholders (including our ADS holders) would be subject to any PRC tax on dividends or gains obtained by such non-PRC individual shareholders in the event we are determined to be a PRC resident enterprise. If any PRC tax were to apply to such dividends or gains, it would generally apply at a rate of 20% unless a reduced rate is available under an applicable tax treaty. However, it is also unclear whether non-PRC shareholders of 9F Inc. would be able to claim the benefits of any tax treaties between their country of tax residence and the PRC in the event that 9F Inc. is treated as a PRC resident enterprise. See "Risk Factors—Risks Related to Doing Business in China and Hong Kong—If we are classified as a PRC resident enterprise for PRC income tax purposes, such classification could result in unfavorable tax consequences to us and our non-PRC shareholders or ADS holders."

Provided that our Cayman Islands holding company, 9F Inc., is not deemed to be a PRC resident enterprise, holders of our ADSs and ordinary shares who are not PRC residents will not be subject to PRC income tax on dividends distributed by us or gains realized from the sale or other disposition of our shares or ADSs. However, under SAT Public Notice 7 and SAT Bulletin 37, where a non-resident enterprise conducts an "indirect transfer" by transferring taxable assets, including, in particular, equity interests in a PRC resident enterprise, indirectly by disposing of the equity interests of an overseas holding company, the non-resident enterprise, being the transferor, or the transferee or the PRC entity which directly owned such taxable assets may report to the relevant tax authority such indirect transfer. Using a "substance over form" principle, the PRC tax authority may disregard the existence of the overseas holding company if it lacks a reasonable commercial purpose and was established for the purpose of reducing, avoiding or deferring PRC tax. As a result, gains derived from such indirect transfer may be subject to PRC enterprise income tax, and the transferor obligated to withhold the applicable taxes, currently at a rate of 10% for the transfer of equity interests in a PRC resident enterprise. However, SAT Public Notice 7 also includes safe harbors for internal group restructurings and purchase and sales of shares through a public securities market. We and our non-PRC resident investors may be at risk of being required to file a return and being taxed under SAT Public Notice 7 and SAT Bulletin 37, and we may be required to expend valuable resources to comply with SAT Public Notice 7 and SAT Bulletin 37, or to establish that we should not be taxed under these circulars. See "Risk Factors—Risks Related to Doing Business in China and Hong Kong—We face uncertainty with respect to indirect transfers of equity interests in PRC resident enterprises by their non-PRC holding companies."

United States Federal Income Taxation

The following discussion is a summary of U.S. federal income tax considerations generally applicable to the ownership and disposition of our ADSs or ordinary shares by a U.S. Holder (as defined below) that acquires our ADSs in this offering and holds our ADSs or ordinary shares as "capital assets" (generally, property held for investment) under the U.S. Internal Revenue Code of 1986, as amended, or the Code. This discussion is based upon existing U.S. federal tax law, which is subject to differing interpretations or change, possibly with retroactive effect. No ruling has been sought from the Internal Revenue Service, or the IRS, with respect to any U.S. federal income tax

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consequences described below, and there can be no assurance that the IRS or a court will not take a contrary position. This discussion, moreover, does not address the U.S. federal estate, gift, Medicare, and alternative minimum tax considerations, any withholding or information reporting requirements, or any state, local and non-U.S. tax considerations relating to the ownership or disposition of our ADSs or ordinary shares. The following summary does not address all aspects of U.S. federal income taxation that may be important to particular investors in light of their individual circumstances or to persons in special tax situations such as:

•: banks and other financial institutions;
•: insurance companies;
•: pension plans;
•: cooperatives;
•: regulated investment companies;
•: real estate investment trusts;
•: broker-dealers;
•: traders that elect to use a mark-to-market method of accounting;
•: certain former U.S. citizens or long-term residents;
•: tax-exempt entities (including private foundations);
•: holders who acquire their ADSs or ordinary shares pursuant to any employee share option or otherwise as compensation;
•: investors that will hold their ADSs or ordinary shares as part of a straddle, hedge, conversion, constructive sale or other integrated transaction for U.S. federal income tax purposes;
•: persons holding their ADSs or ordinary shares in connection with a trade or business outside the United States;
•: persons that actually or constructively own 10% or more of our stock (by vote or value);
•: investors required to accelerate the recognition of any item of gross income with respect to their ADSs or ordinary shares as a result of such income being recognized on an applicable financial statement;
•: investors that have a functional currency other than the U.S. dollar;
•: partnerships or other entities taxable as partnerships for U.S. federal income tax purposes, or persons holding ADSs or ordinary shares through such entities,

all of whom may be subject to tax rules that differ significantly from those discussed below.

Each U.S. Holder is urged to consult its tax advisor regarding the application of U.S. federal taxation to its particular circumstances, and the state, local, non-U.S. and other tax considerations of the ownership and disposition of our ADSs or ordinary shares.

General

For purposes of this discussion, a "U.S. Holder" is a beneficial owner of our ADSs or ordinary shares that is, for U.S. federal income tax purposes:

•: an individual who is a citizen or resident of the United States;

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•: a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created in, or organized under the law of, the United States or any state thereof or the District of Columbia;
•: an estate the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source; or
•: a trust (A) the administration of which is subject to the primary supervision of a U.S. court and which has one or more U.S. persons who have the authority to control all substantial decisions of the trust or (B) that has otherwise validly elected to be treated as a U.S. person under the Code.

If a partnership (or other entity treated as a partnership for U.S. federal income tax purposes) is a beneficial owner of our ADSs or ordinary shares, the tax treatment of a partner in the partnership will generally depend upon the status of the partner and the activities of the partnership. Partnerships holding our ADSs or ordinary shares and their partners are urged to consult their tax advisors regarding an investment in our ADSs or ordinary shares.

For U.S. federal income tax purposes, it is generally expected that a U.S. Holder of ADSs will be treated as the beneficial owner of the underlying shares represented by the ADSs. The remainder of this discussion assumes that a U.S. Holder of our ADSs will be treated in this manner. Accordingly, deposits or withdrawals of ordinary shares for ADSs will generally not be subject to U.S. federal income tax.

Passive Foreign Investment Company Considerations

A non-U.S. corporation, such as our company, will be a PFIC, for U.S. federal income tax purposes for any taxable year, if either (i) 75% or more of its gross income for such year consists of certain types of "passive" income or (ii) 50% or more of the value of its assets (generally determined on the basis of a quarterly average) during such year is attributable to assets that produce or are held for the production of passive income. For this purpose, cash and assets readily convertible into cash are categorized as passive assets and our goodwill and other unbooked intangibles will generally be taken into account in determining our asset value. Passive income generally includes, among other things, dividends, interest and income equivalent to interest, rents, royalties, and gains from the disposition of passive assets. We will be treated as owning a proportionate share of the assets and earning a proportionate share of the income of any other corporation in which we own, directly or indirectly, more than 25% (by value) of the stock.

Although the law in this regard is not entirely clear, we treat our variable interest entity and its subsidiaries as being owned by us for U.S. federal income tax purposes because we control their management decisions and are entitled to substantially all of the economic benefits associated with these entities. As a result, we consolidate their results of operations in our consolidated U.S. GAAP financial statements.

We hold, and will continue to hold after this offering, a substantial amount of cash. Based upon our current and expected income and assets (including goodwill and taking into account our cash balances, including the expected proceeds from this offering) and the expected market price of the ADSs in this offering, there is a significant risk that we will be a PFIC for the current taxable year and possibly future taxable years. Accordingly, prospective investors should be willing to assume the risks of investing in a PFIC.

The determination of whether we are or will become a PFIC is uncertain because the determination of whether we are or will become a PFIC is a factual determination made annually that will depend, in part, upon the composition of our income and assets. Because there are uncertainties in the application of the relevant rules, the IRS may challenge our classification of our income from loan

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facilitation, and the goodwill attributable thereto, as non-passive which may result in our being or becoming a PFIC in the current or subsequent years. Fluctuations in the market price of our ADSs may affect our PFIC status for the current or future taxable years because the value of our assets for the purpose of the asset test, including the value of our goodwill and other unbooked intangibles, may be determined by reference to the market price of our ADSs from time to time (which may be volatile). In estimating the value of our goodwill and other unbooked intangibles, we have taken into account the expected cash proceeds and our anticipated market capitalization following this offering. If our market capitalization does not increase following this offering or subsequently declines, we may be or become a PFIC for the current taxable year or future taxable years. Furthermore, the composition of our income and assets may also be affected by how, and how quickly, we use our liquid assets, including the cash raised in this offering. Under circumstances where our revenue from activities that produce passive income significantly increases relative to our revenue from activities that produce non-passive income, or where we determine not to deploy significant amounts of cash for active purposes or if it were determined that we do not own the stock of our variable interest entity for United States federal income tax purposes, our risk of being a PFIC may substantially increase. Our special U.S. counsel expresses no opinion with respect to our PFIC status and also expresses no opinion with respect to our expectations regarding our PFIC status.

If we are a PFIC for any year during which a U.S. Holder holds our ADSs or ordinary shares, the PFIC rules discussed below under "Passive Foreign Investment Company Rules" generally will apply to such U.S. Holder for such taxable year, and unless the U.S. Holder makes certain elections, will apply in future years even if we cease to be a PFIC.

The discussion below under "Dividends" and "Sale or Other Disposition" is written on the basis that we will not be or become a PFIC for U.S. federal income tax purposes. The U.S. federal income tax rules that apply generally if we are a PFIC are discussed below under "Passive Foreign Investment Company Rules."

Dividends

Any cash distributions (including the amount of any PRC tax withheld) paid on our ADSs or ordinary shares out of our current or accumulated earnings and profits, as determined under U.S. federal income tax principles, will generally be includible in the gross income of a U.S. Holder as dividend income on the day actually or constructively received by the U.S. Holder, in the case of ordinary shares, or by the depositary bank, in the case of ADSs. Because we do not intend to determine our earnings and profits on the basis of U.S. federal income tax principles, any distribution we pay will generally be treated as a "dividend" for U.S. federal income tax purposes. Dividends received on our ADSs or ordinary shares will not be eligible for the dividends received deduction allowed to corporations in respect of dividends received from U.S. corporations.

Individuals and other non-corporate U.S. Holders will be subject to tax at the lower capital gains tax rate applicable to "qualified dividend income," provided that certain conditions are satisfied, including that (i) the ADSs or ordinary shares on which the dividends are paid are readily tradable on an established securities market in the United States, or, in the event that we are deemed to be a PRC resident enterprise under the PRC tax law, we are eligible for the benefit of the United States-PRC income tax treaty, (ii) we are neither a PFIC nor treated as such with respect to a U.S. Holder (as discussed above and below) for the taxable year in which the dividend is paid or the preceding taxable year, and (iii) certain holding period and other requirements are met. We intend to list the ADSs on the [NYSE/Nasdaq Stock Market]. Provided this listing is approved, we believe that the ADSs will generally be considered to be readily tradable on an established securities market in the United States. There can be no assurance that the ADSs will continue to be considered readily tradable on an established securities market in later years. Because the ordinary shares will not be listed on a U.S. exchange, we do not believe that dividends received with respect to ordinary shares that are not

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represented by ADSs will be treated as qualified dividends. U.S. Holders are urged to consult their tax advisors regarding the availability of the lower rate for dividends paid with respect to our ADSs or ordinary shares.

In the event that we are deemed to be a PRC resident enterprise under the PRC Enterprise Income Tax Law (see "Taxation—People's Republic of China Taxation"), we may be eligible for the benefits of the United States-PRC income tax treaty. If we are eligible for such benefits, dividends we pay on our ordinary shares, regardless of whether such shares are represented by the ADSs, and regardless of whether our ADSs are readily tradable on an established securities market in the United States, would be eligible for the reduced rates of taxation applicable to qualified dividend income, as described in the preceding paragraph subject to applicable limitations described in (2) and (3) of the preceding paragraph.

For U.S. foreign tax credit purposes, dividends paid on our ADSs or ordinary shares generally will be treated as income from foreign sources and generally will constitute passive category income. In the event that we are deemed to be a PRC resident enterprise under the PRC Enterprise Income Tax Law, a U.S. Holder may be subject to PRC withholding taxes on dividends paid on the ADSs or ordinary shares (see "Taxation—People's Republic of China Taxation"). Depending on the U.S. Holder's particular facts and circumstances and subject to a number of complex conditions and limitations, PRC withholding taxes on dividends not in excess of any applicable rate under the income tax treaty between the United States and the PRC may be treated as foreign taxes eligible for credit against a U.S. Holder's U.S. federal income tax liability. A U.S. Holder who does not elect to claim a foreign tax credit for foreign tax withheld may instead claim a deduction for U.S. federal income tax purposes in respect of such withholding, but only for a year in which such holder elects to do so for all creditable foreign income taxes. The rules governing the foreign tax credit are complex and each U.S. Holder is urged to consult its tax advisor regarding the availability of the foreign tax credit under its particular circumstances.

Sale or Other Disposition

A U.S. Holder will generally recognize gain or loss upon the sale or other disposition of our ADSs or ordinary shares in an amount equal to the difference between the amount realized upon the disposition and the U.S. Holder's adjusted tax basis in such ADSs or ordinary shares. Subject to the discussion under "Passive Foreign Investment Company," the gain or loss will generally be capital gain or loss and individuals and other non-corporate U.S. Holders who have held the ADS or ordinary shares for more than one year will generally be eligible for reduced tax rates. The deductibility of a capital loss may be subject to limitations. Any such gain or loss that the U.S. Holder recognizes will generally be treated as U.S. source income or loss for foreign tax credit limitation purposes, which will generally limit the availability of foreign tax credits. However, in the event that we are deemed to be a PRC resident enterprise and gain from the disposition of the ADSs or ordinary shares is subject to PRC taxation, a U.S. Holder that is eligible for the benefits of the United States-PRC income tax treaty may be able to elect to treat such gain as PRC source income. If a U.S. Holder is not eligible for the benefits of the United States-PRC income tax treaty, or fails to make the election to treat any gain as foreign source, then such U.S. Holder may not be able to use the foreign tax credit arising from any PRC tax imposed on the disposition of the ADSs or ordinary shares unless such credit can be applied (subject to applicable limitations) against United States federal income tax due on other income derived from foreign sources in the same income category (generally, the passive category). Each U.S. Holder is advised to consult its tax advisor regarding the tax consequences if a foreign tax is imposed on a disposition of the ADSs or ordinary shares, including the availability of the foreign tax credit under its particular circumstances.

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Passive Foreign Investment Company Rules

If we are a PFIC for any taxable year during which a U.S. Holder holds our ADSs or ordinary shares, and unless the U.S. Holder makes a mark-to-market election (as described below), the U.S. Holder will generally be subject to special tax rules on (i) any excess distribution that we make to the U.S. Holder (which generally means any distribution paid during a taxable year to a U.S. Holder that is greater than 125 percent of the average annual distributions paid in the three preceding taxable years or, if shorter, the U.S. Holder's holding period for the ADSs or ordinary shares), and (ii) any gain realized on the sale or other disposition of ADSs or ordinary shares. Under the PFIC rules:

•: the excess distribution or gain will be allocated ratably over the U.S. Holder's holding period for the ADSs or ordinary shares;
•: the amount allocated to the current taxable year and any taxable years in the U.S. Holder's holding period prior to the first taxable year in which we are a PFIC (each, a "pre-PFIC year"), will be taxable as ordinary income;
•: the amount allocated to each prior taxable year, other than a pre-PFIC year, will be subject to tax at the highest tax rate in effect for individuals or corporations, as appropriate, for that year; and
•: the interest charge generally applicable to underpayments of tax will be imposed on the tax attributable to each prior taxable year, other than a pre-PFIC year.

If we are a PFIC for any year during which a U.S. Holder holds our ADSs or ordinary shares, we will generally continue to be treated as a PFIC with respect to the U.S. Holder for all succeeding years during which the U.S. Holder owns the ADSs or ordinary shares even if we cease to meet the threshold requirements for PFIC status unless the U.S. Holder makes a "deemed sale" election, in which case any gain on the deemed sale will be taxed under the PFIC rules described above.

If we are a PFIC for any taxable year during which a U.S. Holder holds our ADSs or ordinary shares and any of our subsidiaries, our variable interest entity or any of the subsidiaries of our variable interest entity is also a PFIC, such U.S. Holder would be treated as owning a proportionate amount (by value) of the shares of the lower-tier PFIC for purposes of the application of these rules. U.S. Holders are urged to consult their tax advisors regarding the application of the PFIC rules to any of our subsidiaries, our variable interest entity or any of the subsidiaries of our variable interest entity.

As an alternative to the foregoing rules, a U.S. Holder of "marketable stock" (as defined below) in a PFIC may make a mark-to-market election with respect to such stock. If a U.S. Holder makes this election with respect to our ADSs, the holder will generally (i) include as ordinary income for each taxable year that we are a PFIC the excess, if any, of the fair market value of ADSs held at the end of the taxable year over the adjusted tax basis of such ADSs and (ii) deduct as an ordinary loss in each such taxable year the excess, if any, of the adjusted tax basis of the ADSs over the fair market value of such ADSs held at the end of the taxable year, but such deduction will only be allowed to the extent of the amount previously included in income as a result of the mark-to-market election. The U.S. Holder's adjusted tax basis in the ADSs would be adjusted to reflect any income or loss resulting from the mark-to-market election. If a U.S. Holder makes a mark-to-market election in respect of our ADSs and we cease to be a PFIC, the holder will not be required to take into account the gain or loss described above during any period that we are not a PFIC. If a U.S. Holder makes a mark-to-market election, any gain such U.S. Holder recognizes upon the sale or other disposition of our ADSs in a year when we are a PFIC will be treated as ordinary income and any loss will be treated as ordinary loss, but such loss will only be treated as ordinary loss to the extent of the net amount previously included in income as a result of the mark-to-market election.

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The mark-to-market election is available only for "marketable stock," which is stock that is regularly traded on a qualified exchange or other market, as defined in applicable United States Treasury regulations. Our ADSs, but not our ordinary shares, will be treated as traded on a qualified exchange or other market upon their listing on the [NYSE/Nasdaq Stock Market]. We anticipate that our ADSs should qualify as being regularly traded, but no assurances may be given in this regard.

Because a mark-to-market election cannot technically be made for any lower-tier PFICs that we may own, a U.S. Holder may continue to be subject to the PFIC rules with respect to such U.S. Holder's indirect interest in any investments held by us that are treated as an equity interest in a PFIC for U.S. federal income tax purposes.

We do not intend to provide information necessary for U.S. Holders to make qualified electing fund elections, which, if available, would result in tax treatment different from (and generally less adverse than) the general tax treatment for PFICs described above.

If a U.S. Holder owns our ADSs or ordinary shares during any taxable year that we are a PFIC, the holder must generally file an annual IRS Form 8621. You should consult your tax advisor regarding our PFIC status and the U.S. federal income tax consequences of owning and disposing of our ADSs or ordinary shares if we are or become a PFIC.

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UNDERWRITING

Subject to the terms and conditions set forth in the underwriting agreement, dated , among us[, the selling shareholders, and the underwriters named below, for whom Credit Suisse Securities (USA) LLC, Haitong International Securities Company Limited and 9F Primasia Securities Limited are acting as the representatives, we [and the selling shareholders] have agreed to sell to the underwriters, and each of the underwriters has agreed, severally and not jointly, to purchase from us [and the selling shareholders], the respective number of ADSs shown opposite its name below:

Underwriter		Number of ADSs

Credit Suisse Securities (USA) LLC
Haitong International Securities Company Limited
9F Primasia Securities Limited

Total

Any offers or sales in the U.S. will be conducted by broker-dealers registered with the SEC. 9F Primasia Securities Limited is not a broker-dealer registered with the SEC and may not make sales in the United States or to U.S. persons. 9F Primasia Securities Limited has agreed that it does not intend to and will not offer or sell any of our ADSs in the United States or to U.S. persons in connection with this offering.

The underwriting agreement provides that the obligations of the several underwriters are subject to certain conditions precedent such as the receipt by the underwriters of officers' certificates and legal opinions and approval of certain legal matters by their counsel. The underwriting agreement provides that the underwriters will purchase all of the ADSs if any of them are purchased. If an underwriter defaults, the underwriting agreement provides that the purchase commitments of the non-defaulting underwriters may be increased or the underwriting agreement may be terminated. We [and the selling shareholder] have agreed to indemnify the underwriters and certain of their controlling persons against certain liabilities, including liabilities under the Securities Act, and to contribute to payments that the underwriters may be required to make in respect of those liabilities.

The underwriters have advised us that, following the completion of this offering, they currently intend to make a market in the ADSs as permitted by applicable laws and regulations. However, the underwriters are not obligated to do so, and the underwriters may discontinue any market-making activities at any time without notice in their sole discretion. Accordingly, no assurance can be given as to the liquidity of the trading market for the ADSs, that you will be able to sell any of the ADSs held by you at a particular time or that the prices that you receive when you sell will be favorable.

The underwriters are offering the ADSs subject to their acceptance of the ADSs from us [and the selling shareholders] and subject to prior sale. The underwriters reserve the right to withdraw, cancel or modify offers to the public and to reject orders in whole or in part.

The address of Credit Suisse Securities (USA) LLC is Eleven Madison Avenue, New York, New York 10010, United States of America. The address of Haitong International Securities Company Limited is 22/F Li Po Chun Chambers, 189 Des Voeux Road Central, Hong Kong.

Haitong International Securities Company Limited will offer the ADSs in the United States through its SEC registered broker-dealer affiliate in the United States, Haitong International Securities (USA) Inc.

9F Primasia Securities Limited is a subsidiary of us and the address is Suite 4806-07, 48/F, Central Plaza, No. 18 Harbour Road, Wanchai, Hong Kong.

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Option to Purchase Additional ADSs

We [and the selling shareholder] have granted to the underwriters an option, exercisable for [30] days from the date of this prospectus, to purchase, from time to time, in whole or in part, up to an aggregate of ADSs from us [and ADSs from the selling shareholders] at the public offering price set forth on the cover page of this prospectus, less underwriting discounts and commissions. If the underwriters exercise this option, each underwriter will be severally and not jointly obligated, subject to specified conditions, to purchase a number of additional ADSs proportionate to that underwriter's initial purchase commitment as indicated in the table above. This option may be exercised only if the underwriters sell more ADSs than the total number set forth on the cover page of this prospectus.

Commission and Expenses

The underwriters have advised us that they propose to offer the ADSs to the public at the initial public offering price set forth on the cover page of this prospectus and to certain dealers, which may include the underwriters, at that price less a concession not in excess of US$ per ADS. After the offering, the initial public offering price, concession and reallowance to dealers may be reduced by the underwriters. No such reduction will change the amount of proceeds to be received by us as set forth on the cover page of this prospectus.

The following table shows the public offering price, the underwriting discounts and commissions that we [and the selling shareholders] are to pay the underwriters and the proceeds, before expenses, to us [and the selling shareholders] in connection with this offering. Such amounts are shown assuming both no exercise and full exercise of the underwriters' option to purchase additional ADSs.

	Per ADS		Total

	Without Option to Purchase Additional ADSs	With Option to Purchase Additional ADSs	Without Option to Purchase Additional ADSs	With Option to Purchase Additional ADSs
Public offering price	US$	US$	US$	US$
Underwriting discounts and commissions paid by us	US$	US$	US$	US$
Proceeds to us, before expenses	US$	US$	US$	US$
[Underwriting discounts and commissions paid by the selling shareholders]	US$	US$	US$	US$
[Proceeds to the selling shareholders, before expenses]	US$	US$	US$	US$

We estimate expenses payable by us in connection with this offering, other than the underwriting discounts and commissions referred to above, will be approximately US$ . [We estimate expenses payable by the selling shareholders in connection with this offering, other than the underwriting discounts and commissions referred to above, will be approximately US$ .] [We have also agreed to reimburse the underwriters for certain fees and expenses up to US$ in connection with this offering. Such reimbursements are deemed underwriter compensation by FINRA.]

Determination of Offering Price

Prior to this offering, there has not been a public market for our ADSs. Consequently, the initial public offering price for our ADSs will be determined by negotiations between us and the representative. Among the factors to be considered in these negotiations will be prevailing market conditions, our financial information, market valuations of other companies that we and the underwriters believe to be comparable to us, estimates of our business potential, the present state of our development and other factors deemed relevant.

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We offer no assurances that the initial public offering price will correspond to the price at which the ADSs will trade in the public market subsequent to the offering or that an active trading market for the ADSs will develop and continue after the offering.

Listing

We [intend to apply/have applied] to have the ADSs listed on the [New York Stock Exchange/Nasdaq Stock Market] under the trading symbol "JFG"

Stamp Taxes

If you purchase ADSs offered in this prospectus, you may be required to pay stamp taxes and other charges under the laws and practices of the country of purchase, in addition to the offering price listed on the cover page of this prospectus.

Lock-Up Agreements

Without the prior written consent of (the "Lock-up Release Parties"), we, [our officers, directors, existing shareholders [including selling shareholders] and certain option holders] have agreed, subject to certain exceptions, not to directly or indirectly during the period ending [180 days] after the date of this prospectus (the "lock-up" period"), (i) issue, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of directly or indirectly, any ordinary shares or ADSs or any securities convertible into or exercisable or exchangeable for such ordinary shares or ADSs or enter into a transaction which would have the same effect; (ii) enter into any swap, hedge or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the ordinary shares or ADSs; (iii) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in the ordinary shares or ADSs within the meaning of Section 16 of the Exchange Act; (iv) file any registration statement with the SEC relating to the offering of any ordinary shares, ADSs or any securities convertible into or exercisable or exchangeable for ordinary shares or ADSs; or (v) publicly disclose the intention to make any offer, sale, pledge, disposition or filing, in each case regardless of whether any such transaction described above is to be settled by delivery of ordinary shares, ADSs, or such other securities, in cash or otherwise. [These restrictions also apply to any ADSs acquired by our executive officers, directors and shareholders in this offering pursuant to the directed share program.]

The Lock-up Release Parties may, in their sole discretion and at any time or from time to time before the termination of the lock-up period release all or any portion of the securities subject to lock-up agreements. There are currently no existing agreements between the underwriters and any of our shareholders who will execute a lock-up agreement, providing consent to the sale of ADSs prior to the expiration of the lock-up period.

In addition, through a letter agreement, we will instruct as depositary, not to accept any deposit of any ordinary shares or deliver any ADSs until after 180 days following the date of this prospectus unless we consent to such deposit or issuance. We will not provide such consent without the prior written consent of the Lock-up Release Parties. The foregoing does not affect the right of ADS holders to cancel their ADSs and withdraw the underlying ordinary shares.

Stabilization

The underwriters have advised us that they, pursuant to Regulation M under the Exchange Act, as amended, and certain persons participating in the offering may engage in short sale transactions, stabilizing transactions, syndicate covering transactions or the imposition of penalty bids in connection with this offering. These activities may have the effect of stabilizing or maintaining the market price of

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the ADSs at a level above that which might otherwise prevail in the open market. Establishing short sales positions may involve either "covered" short sales or "naked" short sales.

"Covered" short sales are sales made in an amount not greater than the underwriters' option to purchase additional ADSs in this offering. The underwriters may close out any covered short position by either exercising their option to purchase additional ADSs or purchasing the ADSs in the open market. In determining the source of ADSs to close out the covered short position, the underwriters will consider, among other things, the price of ADSs available for purchase in the open market as compared to the price at which they may purchase ADSs through the option to purchase additional ADSs.

"Naked" short sales are sales in excess of the option to purchase additional ADSs. The underwriters must close out any naked short position by purchasing ADSs in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the ADSs in the open market after pricing that could adversely affect investors who purchase in this offering.

A stabilizing bid is a bid for the purchase of ADSs on behalf of the underwriters for the purpose of fixing or maintaining the price of the ADSs. A syndicate covering transaction is the bid for or the purchase of ADSs on behalf of the underwriters to reduce a short position incurred by the underwriters in connection with the offering. Similar to other purchase transactions, the underwriter's purchases to cover the syndicate short sales may have the effect of raising or maintaining the market price of our ADSs or preventing or retarding a decline in the market price of our ADSs. As a result, the price of our ADSs may be higher than the price that might otherwise exist in the open market. A penalty bid is an arrangement permitting the underwriters to reclaim the selling concession otherwise accruing to a syndicate member in connection with the offering if the ADSs originally sold by such syndicate member are purchased in a syndicate covering transaction and therefore have not been effectively placed by such syndicate member.

None of we, [the selling shareholders] or any of the underwriters make any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of the ADSs. The underwriters are not obligated to engage in these activities and, if commenced, any of the activities may be discontinued at any time.

[Discretionary Sales

The underwriters do not intend sales to discretionary accounts to exceed [five] percent of the total number of ADSs offered.]

Electronic Distribution

A prospectus in electronic format may be made available by e-mail or on the websites or through online services maintained by one or more of the underwriters or their affiliates. In those cases, prospective investors may view offering terms online and may be allowed to place orders online. The underwriters may agree with us to allocate a specific number of ADSs for sale to online brokerage account holders. Any such allocation for online distributions will be made by the underwriters on the same basis as other allocations. Other than the prospectus in electronic format, the information on the underwriters' websites and any information contained in any other website maintained by any of the underwriters is not part of this prospectus, has not been approved and/or endorsed by us or the underwriters and should not be relied upon by investors.

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[Directed Share Program

At our request, the underwriters have reserved for sale at the initial public offering price up to of the ADSs being offered by this prospectus for employees, directors, officers and other persons associated with us and members of their families. The sales will be made by , an selected dealer affiliated with , an underwriter of this offering, through a directed share program. We do not know if these persons will choose to purchase all or any portion of these reserved ADSs, but any purchases they do make will reduce the number of ADSs available to the general public. Any ADSs sold in the directed share program to our employees, directors, officers, and other persons shall be subject to the lock-up agreements described below for a period of 180 days after the date of this prospectus.]

Relationships

The underwriters and certain of their affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, financing and brokerage activities. [The underwriters and certain of their affiliates have, from time to time, performed, and may in the future perform, various commercial and investment banking and financial advisory services for us and our affiliates, for which they received or will receive customary fees and expenses.]

In the ordinary course of their various business activities, the underwriters and certain of their affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers, and such investment and securities activities may involve securities and/or instruments issued by us and our affiliates. If the underwriters or their respective affiliates have a lending relationship with us, they routinely hedge their credit exposure to us consistent with their customary risk management policies. The underwriters and their respective affiliates may hedge such exposure by entering into transactions which consist of either the purchase of credit delinquent swaps or the creation of short positions in our securities or the securities of our affiliates, including potentially the ADSs offered hereby. Any such short positions could adversely affect future trading prices of the ADSs offered hereby. The underwriters and certain of their respective affiliates may also communicate independent investment recommendations, market color or trading ideas and/or publish or express independent research views in respect of such securities or instruments and may at any time hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

Selling Restrictions

No action has been taken in any jurisdiction (except in the United States) that would permit a public offering of the ADSs, or the possession, circulation or distribution of this prospectus or any other material relating to us or the ADSs in any jurisdiction where action for that purpose is required. Accordingly, the ADSs may not be offered or sold, directly or indirectly, and neither this prospectus nor any other material or advertisements in connection with the ADSs may be distributed or published, in or from any country or jurisdiction except in compliance with any applicable laws, rules and regulations of any such country or jurisdiction.

Australia

This prospectus does not constitute a product disclosure document or a prospectus under Chapter 6D.2 of the Corporations Act 2001 (Cth) (the "Corporations Act"), has not been, and will not be, lodged with the Australian Securities and Investments Commission, as a disclosure document for

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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. It 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 as set out below. Accordingly, if you receive this prospectus in Australia:

A. You confirm and warrant that you are either:

a "sophisticated investor" under section 708(8)(a) or (b) of the Corporations Act;

a "sophisticated investor" under section 708(8)(c) or (d) of the Corporations Act and that you have provided an accountant's certificate to the company which complies with the requirements of section 708(8)(c)(i) or (ii) of the Corporations Act and related regulations before the offer has been made;

a person associated with the Company under Section 708(12) of the Corporations Act; or

a "professional investor" within the meaning of section 708(11)(a) or (b) of the Corporations Act.

The ADSs may not be directly or indirectly offered for subscription or purchased or sold, and no invitations to subscribe for or buy the ADSs may be issued, and no draft or definitive offering memorandum, advertisement or other offering material relating to any ADSs may be distributed in Australia, except where disclosure to investors is not required under Chapter 6D of the Corporations Act or is otherwise in compliance with all applicable Australian laws and regulations. By submitting an application for the ADSs, you represent and warrant to us that you are an Exempt Investor. To the extent that you are unable to confirm or warrant that you are an exempt sophisticated investor, associated person or professional investor under the Corporations Act any offer made to you under this prospectus is void and incapable of acceptance.

B. 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 warrant and agree that you will not offer any of the securities issued to you pursuant to this prospectus for resale in Australia within 12 months of those securities being issued unless any such resale offer is exempt from the requirement to issue a disclosure document under section 708 of the Corporations Act.

This prospectus contains general information only and does not take account of the investment objectives, financial situation or particular needs of any particular person. It does not contain any securities recommendations or financial product advice. Before making an investment decision, investors need to consider whether the information in this prospectus is appropriate to their needs, objectives and circumstances, and, if necessary, seek expert advice on those matters.

Bermuda

ADSs may be offered or sold in Bermuda only in compliance with the provisions of the Investment Business Act of 2003 of Bermuda which regulates the sale of securities in Bermuda. Additionally, non-Bermudian persons (including companies) may not carry on or engage in any trade or business in Bermuda unless such persons are permitted to do so under applicable Bermuda legislation.

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British Virgin Islands

The ADSs are not being, and may not be offered to the public or to any person in the British Virgin Islands for purchase or subscription by or on behalf of the Company. The ADSs may be offered to companies incorporated under the BVI Business Companies Act, 2004 (British Virgin Islands), or BVI Companies, but only where the offer will be made to, and received by, the relevant BVI Company entirely outside of the British Virgin Islands.

Canada

The ADSs may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the securities must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.

Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser's province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser's province or territory for particulars of these rights or consult with a legal advisor.

Pursuant to section 3A.3 (or, in the case of securities issued or guaranteed by the government of a non-Canadian jurisdiction, section 3A.4) of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.

Dubai International Financial Centre

This document relates to an Exempt Offer, as defined in the Offered Securities Rules module of the DFSA Rulebook, or the OSR, in accordance with the Offered Securities Rules of the Dubai Financial Services Authority. This document is intended for distribution only to Persons, as defined in the OSR, of a type specified in those rules. It must not be delivered to, or relied on by, any other Person. The Dubai Financial Services Authority has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The Dubai Financial Services Authority has not approved this document nor taken steps to verify the information set out in it, and has no responsibility for it. The ADSs to which this document relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the ADSs offered should conduct their own due diligence on the ADSs. If you do not understand the contents of this document you should consult an authorized financial adviser.

Israel

The common shares offered by this prospectus have not been approved or disapproved by the Israeli Securities Authority (the ISA), nor has it been registered for sale in Israel. The shares may not be offered or sold, directly or indirectly, to the public in Israel, absent the publication of a prospectus. The ISA has not issued permits, approvals or licenses in connection with the offering or publishing the prospectus; nor has it authenticated the details included herein, confirmed their reliability or completeness, or rendered an opinion as to the quality of the common shares being offered. Any resale in Israel, directly or indirectly, to the public of the common shares offered by this prospectus is subject to restrictions on transferability and must be effected only in compliance with the Israeli securities laws and regulations.

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Cayman Islands

This prospectus does not constitute a public offer of the ADSs, whether by way of sale or subscription, in the Cayman Islands. Each underwriter has represented and agreed that it has not offered or sold, and will not offer or sell, directly or indirectly, any ADSs in the Cayman Islands.

European Economic Area

In relation to each member state of the European Economic Area which has implemented the Prospectus Directive, or each referred as a "Relevant Member State", an offer to the public of the ADSs which are the subject of the offering contemplated by this prospectus supplement and the accompanying prospectus may not be made in that Relevant Member State except that an offer to the public in that Relevant Member State of any ADSs may be made at any time under the following exemptions under the Prospectus Directive, if they have been implemented in that Relevant Member State:

(a): to any legal entity which is a "qualified investor" as defined in the Prospectus Directive;
(b): to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the underwriters or the underwriters nominated by us for any such offer; or
(c): in any other circumstances falling within Article 3(2) of the Prospectus Directive,

provided that no such offer of ADSs shall require us or any of the underwriters to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, and each person who initially acquires any ADSs or to whom any offer is made will be deemed to have represented, acknowledged and agreed to and with each of the underwriters and us that it is a "qualified investor" within the meaning of the law in that Relevant Member State implementing Article 2(1)(e) of the Prospectus Directive. In the case of any ADSs being offered to a financial intermediary as that term is used in Article 3(2) of the Prospectus Directive, each such financial intermediary will be deemed to have represented, acknowledged and agreed that the ADSs acquired by it in the offer have not been acquired on a non-discretionary basis on behalf of, nor have they been acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer of any ADSs to the public other than their offer or resale in a Relevant Member State to qualified investors as so defined or in circumstances in which the prior consent of the representatives has been obtained to each such proposed offer or resale.

For the purposes of this provision, the expression an "offer ADSs to the public" in relation to the ADSs in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the ADSs to be offered so as to enable an investor to decide to purchase or subscribe to the ADSs, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State and the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression "2010 PD Amending Directive" means Directive 2010/73/EU.

Hong Kong

No securities have been offered or sold, and no securities may be offered or sold, in Hong Kong, by means of any document, other than to "professional investors" as defined in the SFO, and any rules made under that Ordinance; or in other circumstances which do not result in the document being a

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"prospectus" as defined in the Companies (Winding up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong, or the CEO, or which do not constitute an offer or invitation to the public for the purpose of the CEO and the SFO. No document, invitation or advertisement relating to the securities has been issued or may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the content of which are likely to be accessed or read by, the public of Hong Kong (except if permitted under the securities laws of Hong Kong) other than with respect to securities which are or are intended to be disposed of only to persons outside Hong Kong or only to "professional investors" as defined in the SFO and any rules made under that Ordinance.

This prospectus has not been registered with the Registrar of Companies in Hong Kong. Accordingly, this prospectus may not be issued, circulated or distributed in Hong Kong, and the securities may not be offered for subscription to members of the public in Hong Kong. Each person acquiring the securities will be required, and is deemed by the acquisition of the securities, to confirm that he is aware of the restriction on offers of the securities described in this prospectus and the relevant offering documents and that he is not acquiring, and has not been offered any securities in circumstances that contravene any such restrictions.

Japan

The offering has not been and will not be registered under the Financial Instruments and Exchange Law of Japan (Law No. 25 of 1948 of Japan, as amended), or FIEL, and the Initial Purchaser will not offer or sell any securities, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the FIEL and any other applicable laws, regulations and ministerial guidelines of Japan.

Korea

The ADSs have not been and will not be registered under the Financial Investments Services and Capital Markets Act of Korea and the decrees and regulations thereunder (the"FSCMA"), and the ADSs have been and will be offered in Korea as a private placement under the FSCMA. None of the ADSs may be offered, sold or delivered directly or indirectly, or offered or sold to any person for re-offering or resale, directly or indirectly, in Korea or to any resident of Korea except pursuant to the applicable laws and regulations of Korea, including the FSCMA and the Foreign Exchange Transaction Law of Korea and the decrees and regulations thereunder (the"FETL"). The ADSs have not been listed on any of securities exchanges in the world including, without limitation, the Korea Exchange in Korea. Furthermore, the purchaser of the ADSs shall comply with all applicable regulatory requirements (including but not limited to requirements under the FETL) in connection with the purchase of the ADSs. By the purchase of the ADSs, the relevant holder thereof will be deemed to represent and warrant that if it is in Korea or is a resident of Korea, it purchased the ADSs pursuant to the applicable laws and regulations of Korea.

Kuwait

Unless all necessary approvals from the Kuwait Ministry of Commerce and Industry required by Law No. 31/1990 "Regulating the Negotiation of Securities and Establishment of Investment Funds," its Executive Regulations and the various Ministerial Orders issued pursuant thereto or in connection therewith, have been given in relation to the marketing and sale of the ADSs, these may not be marketed, offered for sale, nor sold in the State of Kuwait. Neither this prospectus (including any related document), nor any of the information contained therein is intended to lead to the conclusion of any contract of whatsoever nature within Kuwait.

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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) 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 or for the benefit of, legal or natural persons of the PRC except pursuant to applicable laws and regulations of the PRC. Further, no legal or natural persons of the PRC may directly or indirectly purchase any of the ADSs or any beneficial interest therein without obtaining all prior PRC's governmental approvals that are required, whether statutorily or otherwise. Persons who come into possession of this prospectus are required by the issuer and its representatives to observe these restrictions. For the purpose of this paragraph, PRC does not include Taiwan and the special administrative regions of Hong Kong and Macau.

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

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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 pursuant to resolution number 2-11-2004 dated 4 October 2004 as amended by resolution number 1-28-2008, as amended. 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.

South Africa

Due to restrictions under the securities laws of South Africa, the ADSs are not offered, and the offer shall not be transferred, sold, renounced or delivered, in South Africa or to a person with an address in South Africa, unless one or other of the following exemptions applies:

(a)

the offer, transfer, sale, renunciation or delivery is to:

(i): persons whose ordinary business is to deal in securities, as principal or agent;
(ii): the South African Public Investment Corporation;
(iii): persons or entities regulated by the Reserve Bank of South Africa;
(iv): authorized financial service providers under South African law;
(v): financial institutions recognized as such under South African law;
(vi): a wholly - owned subsidiary of any person or entity contemplated in (c), (d) or (e), acting as agent in the capacity of an authorized portfolio manager for a pension fund or collective investment scheme (in each case duly registered as such under South African law); or
(vii): any combination of the person in (a) to (f); or

(b)

the total contemplated acquisition cost of the securities, for any single addressee acting as principal is equal to or greater than ZAR1,000,000.

No "offer to the public" (as such term is defined in the South African Companies Act, No. 71 of 2008 (as amended or re-enacted) (the"South African Companies Act")) in South Africa is being made in connection with the issue of the ADSs. Accordingly, this prospectus does not, nor is it intended to, constitute a "registered prospectus" (as that term is defined in the South African Companies Act) prepared and registered under the South African Companies Act and has not been approved by, and/or filed with, the South African Companies and Intellectual Property Commission or any other regulatory authority in South Africa. Any issue or offering of the ADSs in South Africa constitutes an offer of the ADSs in South Africa for subscription or sale in South Africa only to persons who fall within the exemption from "offers to the public" set out in section 96(1)(a) of the South African Companies Act. Accordingly, this prospectus must not be acted on or relied on by persons in South Africa who do not fall within section 96(1)(a) of the South African Companies Act (such persons being referred to as "SA Relevant Persons"). Any investment or investment activity to which this prospectus relates is available in South Africa only to SA Relevant Persons and will be engaged in South Africa only with SA relevant persons.

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Singapore

This prospectus has not been and will not be lodged or registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the notes may not be circulated or distributed, nor may the notes be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore, or the SFA, (ii) to a relevant person pursuant to Section 275(1), or any person pursuant to Section 275(1A), and in accordance with the conditions specified in Section 275, of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

Where the notes are subscribed or purchased under Section 275 of the SFA by a relevant person which is:

(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 (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the notes pursuant to an offer made under Section 275 of the SFA except:

(i): 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;
(ii): where no consideration is or will be given for the transfer;
(iii): where the transfer is by operation of law;
(iv): as specified in Section 276(7) of the SFA; or
(v): as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore.

Switzerland

The ADSs may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange, or the SIX, or on any other stock exchange or regulated trading facility in Switzerland. This prospectus has been prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this prospectus nor any other offering or marketing material relating to the ADSs or the offering may be publicly distributed or otherwise made publicly available in Switzerland.

Neither this prospectus nor any other offering or marketing material relating to the offering, 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 securities will not be supervised by, the Swiss Financial Market Supervisory Authority FINMA, and the offer of securities has not been and will not be authorized under the Swiss Federal Act on Collective Investment Schemes, or the CISA.

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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

This prospectus is not intended to constitute an offer, sale or delivery of ADSs or other securities under the laws of the United Arab Emirates, or the UAE. The ADSs have not been and will not be registered under Federal Law No. 4 of 2000 Concerning the Emirates Securities and Commodities Authority and the Emirates Security and Commodity Exchange, or with the UAE Central Bank, the Dubai Financial Market, the Abu Dhabi Securities Market or with any other UAE exchange.

The offering, the ADSs and interests therein have not been approved or licensed by the UAE Central Bank or any other relevant licensing authorities in the UAE, and do not constitute a public offer of securities in the UAE in accordance with the Commercial Companies Law, Federal Law No. 8 of 1984 (as amended) or otherwise.

In relation to its use in the UAE, 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 ADSs may not be offered or sold directly or indirectly to the public in the UAE.

United Kingdom

This prospectus is only being distributed to, and is only directed at, persons in the United Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive that are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended, or the Order, and/or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order and other persons to whom it may lawfully be communicated (each such person being referred to as a "relevant person").

This prospectus and its contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other persons in the United Kingdom. Any person in the United Kingdom that is not a relevant person should not act or rely on this 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, that we expect to incur in connection with this offering. With the exception of the SEC registration fee, the Financial Industry Regulatory Authority, or FINRA, filing fee, and the [stock exchange application and listing fee], all amounts are estimates.


SEC Registration Fee		US$
FINRA Fee
[Stock Exchange Application and Listing fee]
Printing and Engraving Expenses
Legal Fees and Expenses
Accounting Fees and Expenses
Miscellaneous

Total		US$

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LEGAL MATTERS

We are being represented by Skadden, Arps, Slate, Meagher & Flom LLP with respect to certain legal matters as to United States federal securities and New York State law. The underwriters are being represented by Davis Polk & Wardwell LLP with respect to certain legal matters as to United States federal securities and New York State law. The validity of the Class A ordinary shares represented by the ADSs offered in this offering will be passed upon for us by Maples and Calder (Hong Kong) LLP. Certain legal matters as to PRC law will be passed upon for us by Han Kun Law Offices and for the underwriters by Commerce & Finance Law Offices. Certain legal matters as to Hong Kong law will be passed upon for us by Miao & Co. (in Association with Han Kun Law Offices). Skadden, Arps, Slate, Meagher & Flom LLP may rely upon Maples and Calder (Hong Kong) LLP with respect to matters governed by Cayman Islands law, Han Kun Law Offices with respect to matters governed by PRC law and Miao & Co. (in Association with Han Kun Law Offices) with respect to matters governed by Hong Kong law, respectively. Davis Polk & Wardwell LLP may rely upon Commerce & Finance Law Offices with respect to matters governed by PRC law.

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EXPERTS

The financial statements as of December 31, 2016, 2017 and 2018, and for each of the three years in the period ended December 31, 2018 included in this 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 an 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.

In September 2017, Deloitte & Touche Financial Advisory Services Limited ("DTFAS"), was engaged by an investor, to perform a due diligence and valuation estimation engagement (the "Valuation Engagement") on its potential initial investment in WeCash Holdings Ltd ("WeCash"). WeCash was 9F Inc.'s equity method investee in 2017 when DTFAS was engaged and the Valuation Engagement was completed. The investor is a unrelated party to 9F Inc., 9F Inc.'s shareholders or WeCash.

SEC Regulation S-X stipulated that an accountant is not independent if, at any point during the audit and professional engagement period, the accountant provides appraisal or valuation services, fairness opinions, or contribution-in-kind reports.

After careful consideration of the facts and circumstances and the applicable independence rules, Deloitte has concluded that (i) the aforementioned matters do not impair Deloitte's ability to exercise objective and impartial judgment in connection with its audits of 9F Inc.'s consolidated financial statements and (ii) a reasonable investor with knowledge of all relevant facts and circumstances would conclude that Deloitte has been and is capable of exercising objective and impartial judgment on all issues encompassed within its audits of 9F Inc.'s consolidated financial statements. After considering these matters, 9F Inc.'s management and Board of Directors concur with Deloitte's conclusions.

In making this determination, both the management and Board of Directors of 9F Inc. and Deloitte considered, among other things, that (1) the valuation report was not provided to 9F Inc. or WeCash. The Valuation Engagement was performed for the Potential Investor and the Valuation Report was restricted for use and distribution. It is confirmed that DTFAS did not grant the Potential Investor consent to provide the Valuation Report to any other parties. Therefore, the Valuation Report was used and accessed by the Potential Investor only, a non-related investor in WeCash; (2) 9F Inc. was not provided with, or given access to, estimate or any information, other than the basic financial statements of WeCash, that were provided by WeCash to DTFAS used for the Valuation Engagement; and (3) 9F Inc. has appointed a professional services firm, which is not part of the Deloitte network, to assist 9F Inc. in performing valuations required in the preparation of its consolidated financial statements under US GAAP. 9F Inc. does not have access to, nor will they rely on or need, the Valuation Report prepared by DTFAS. Therefore, Deloitte has concluded that the Valuation Report prepared by DTFAS will not be subject to audit procedures by the 9F Inc. audit engagement team.

The offices of Deloitte Touche Tohmatsu are located at 12th Floor, China Life Financial Center, No. 23 Zhenzhi Road, Chaoyang District, Beijing 100026, the People's Republic of China.

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WHERE YOU CAN FIND ADDITIONAL INFORMATION

We have filed a registration statement, including relevant exhibits, with the SEC on Form F-1 under the Securities Act with respect to the underlying Class A ordinary shares represented by the ADSs to be sold in this offering. We have also filed a related registration statement on Form F-6 with the SEC to register the ADSs. This prospectus, which constitutes a part of the registration statement on Form F-1, does not contain all of the information contained in the registration statement. You should read our registration statements and their exhibits and schedules for further information with respect to us and our ADSs.

Immediately upon the effectiveness of the registration statement on Form F-1 of which this prospectus forms a part, we will become subject to periodic reporting and other informational requirements of the Exchange Act as applicable to foreign private issuers. Accordingly, we will be required to file reports, including annual reports on Form 20-F, and other information with the SEC. All information filed with the SEC can be obtained over the internet at the SEC's website at www.sec.gov or inspected and copied at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. You can request copies of documents, upon payment of a duplicating fee, by writing to the SEC.

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' meetings 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, if we so request, will mail to all record holders of ADSs the information contained in any notice of a shareholders' meeting received by the depositary from us.

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9F Inc.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

CONTENTS		PAGE(S)

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		F-2
CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2016, 2017 AND 2018		F-3
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2016, 2017 AND 2018		F-5
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2016, 2017 AND 2018		F-6
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY FOR THE YEARS ENDED DECEMBER 31, 2016, 2017 AND 2018		F-7
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2016, 2017 AND 2018		F-8
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS		F-10
SCHEDULE 1—FINANCIAL INFORMATION OF PARENT COMPANY		F-64

INDEX TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

		PAGE(S)

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2018 AND MARCH 31, 2019		F-69
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2018 AND 2019		F-71
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE THREE MONTHS ENDED MARCH 31, 2018 AND 2019		F-72
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY FOR THE THREE MONTHS ENDED MARCH 31, 2018 AND 2019		F-73
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2018 AND 2019		F-74
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS		F-75

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of 9F Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of 9F Inc. (the "Company"), its subsidiaries, its consolidated variable interest entities ("VIEs") and VIEs' subsidiaries (collectively the "Group") as of December 31, 2018, 2017 and 2016, the related consolidated statements of operations, comprehensive income, changes in shareholders' equity, and cash flows, for each of the three years in the period ended December 31, 2018, and the related notes and the schedule listed in Schedule I (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 December 31, 2018, 2017 and 2016, and the results of its operations and its cash flows for each of the three years in the period ended December 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 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

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company'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 Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company 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
Beijing, the People's Republic of China
April 29, 2019 (July 2, 2019 as to the convenience translation in Note 2)

We have served as the Group's auditor since 2018

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9F Inc.

CONSOLIDATED BALANCE SHEETS

(Amounts in thousands except for number of shares and per share data, or otherwise noted)

	December 31, 2016		December 31, 2017		December 31, 2018		December 31, 2018

	RMB		RMB		RMB		US$ (Note 2)
ASSETS:
Cash and cash equivalents		1,238,490		3,778,115		5,469,077		814,918
Restricted cash		146,129		671		—		—
Term deposits		—		700,000		833,478		124,192
Accounts receivable, net of allowance for doubtful accounts of RMB27,730, RMB29,611 and RMB1,053 as of December 31, 2016, 2017 and 2018, respectively		81,048		300,058		180,141		26,842
Other receivables, net of allowance for doubtful accounts of RMB5,010, RMB5,010 and RMB5,010 as of December 31, 2016, 2017 and 2018, respectively		184,029		91,428		146,438		21,820
Loan receivables		84,770		126,200		593,943		88,500
Amounts due from related parties		24,847		20,356		146,273		21,795
Prepaid expenses and other assets		139,518		524,321		543,088		80,923
Contract assets, net of allowance for losses of nil, nil and RMB329 as of December 31, 2016, 2017 and 2018, respectively		—		—		12,642		1,884
Long-term investments		152,028		509,736		954,158		142,174
Property, equipment and software, net		20,067		54,669		86,267		12,854
Goodwill		10,633		13,061		13,385		1,994
Intangible assets, net		17,852		46,054		44,733		6,665
Deferred tax assets, net		54,250		111,114		84,338		12,568

TOTAL ASSETS		2,153,661		6,275,783		9,107,961		1,357,129



LIABILITIES, MEZZANINE EQUITY AND SHAREHOLDERS' EQUITY
Liabilities:
Deferred revenue (including deferred revenue of the consolidated VIEs and VIEs' subsidiaries without recourse to the Group of RMB12,759, RMB133,087 and RMB280,512 as of December 31, 2016, 2017 and 2018, respectively)		94,176		384,070		346,847		51,682
Payroll and welfare payable (including payroll and welfare payable of the consolidated VIEs and VIEs' subsidiaries without recourse to the Group of RMB29,379, RMB34,315 and RMB28,115 as of December 31, 2016, 2017 and 2018, respectively)		36,087		64,860		38,890		5,795
Income tax payable (including income taxes payable of the consolidated VIEs and VIEs' subsidiaries without recourse to the Group of RMB229,551, RMB360,629 and RMB297,785 as of December 31, 2016, 2017 and 2018, respectively)		301,219		463,977		315,868		47,067
Accrued expenses and other liabilities (including accrued expenses and other liabilities of the consolidated VIEs and VIEs' subsidiaries without recourse to the Group of RMB373,329, RMB504,313 and RMB639,557 as of December 31, 2016, 2017 and 2018, respectively)		500,600		795,447		745,307		111,054
Amounts due to related parties (including amounts due to related parties of the consolidated VIEs and VIEs' subsidiaries without recourse to the Group of RMB4,162, RMB19,378 and RMB14,702 as of December 31, 2016, 2017 and 2018, respectively)		4,682		33,069		14,706		2,191
Deferred tax liabilities (including deferred tax liabilities of the consolidated VIEs and VIEs' subsidiaries without recourse to the Group of nil, RMB5,030 and RMB4,771 as of December 31, 2016, 2017 and 2018, respectively)		2,945		9,309		9,003		1,341

TOTAL LIABILITIES		939,709		1,750,732		1,470,621		219,130

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

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9F Inc.

CONSOLIDATED BALANCE SHEETS (Continued)

(Amounts in thousands except for number of shares and per share data, or otherwise noted)

	December 31, 2016		December 31, 2017			December 31, 2018		December 31, 2018

	RMB		RMB			RMB		US$ (Note 2)
Commitments and Contingencies (Note 21)
Mezzanine equity:
Series A convertible redeemable preferred shares (US$0.0001 par value; 119,506 shares authorized, issued and outstanding as of December 31, 2016, 2017 and 2018; liquidation value of RMB296,032)		215,317		263,076			280,301		41,766
Series B convertible redeemable preferred shares (US$0.0001 par value; nil, 28,303 shares and 28,303 shares authorized, issued and outstanding as of December 31, 2016, 2017 and 2018; liquidation value of nil, RMB224,467, RMB224,467 as of December 31, 2016, 2017 and 2018, respectively)		—		202,086			202,086		30,112
Series C convertible redeemable preferred shares (US$0.0001 par value; nil, 50,518 shares and 50,518 shares authorized, issued and outstanding as of December 31, 2016, 2017 and 2018; liquidation value of nil, RMB400,652 and RMB400,652 as of December 31, 2016, 2017 and 2018, respectively)		—		355,248			355,248		52,934
Series D convertible redeemable preferred shares (US$0.0001 par value; nil, nil and 35,180 shares authorized, issued and outstanding as of December 31, 2016, 2017 and 2018, respectively; liquidation value of nil, nil and RMB469,654 as of December 31, 2016, 2017 and 2018, respectively)		—		—			408,358		60,847
Series E convertible redeemable preferred shares (US$0.0001 par value; nil, nil and 10,825 shares authorized, issued and outstanding as of December 31, 2016, 2017 and 2018, respectively; liquidation value of nil, nil and RMB157,447 as of December 31, 2016, 2017 and 2018, respectively)		—		—			136,427		20,328
Shareholders' equity:
Ordinary shares (US$0.0001 par value; 500,000,000 shares authorized, 1,239,018 shares, 1,514,684 shares and 1,626,728 shares issued and outstanding as of December 31, 2016, 2017 and 2018, respectively)		—		—			—		—
Additional paid-in capital		251,178		2,538,563			3,046,725		453,976
Statutory reserves		66,410		165,259			446,277		66,497
Retained earnings		640,168		987,714			2,671,275		398,033
Accumulated other comprehensive income (loss)		28,903		(3,091	)		80,193		11,949

Total 9F Inc. shareholders' equity		986,659		3,688,445			6,244,470		930,455

Non-controlling interest		11,976		16,196			10,450		1,557

Total shareholders' equity		998,635		3,704,641			6,254,920		932,012

TOTAL LIABILITIES, MEZZANINE EQUITY AND SHAREHOLERS' EQUITY		2,153,661		6,275,783			9,107,961		1,357,129

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

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9F Inc.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Amounts in thousands except for number of shares and per share data, or otherwise noted)

	Year ended December 31, 2016			Year ended December 31, 2017			Year ended December 31, 2018			Year ended December 31, 2018

	RMB			RMB			RMB			US$ (Note 2)
Net revenues:
Loan facilitation services		2,157,782			6,272,796			4,960,671			739,163
Post-origination services		41,313			256,916			367,439			54,750
Others		61,557			212,068			228,372			34,029

Total net revenues		2,260,652			6,741,780			5,556,482			827,942
Operating costs and expenses:
Sales and marketing (including services provided by related parties of RMB168,270 in 2016, RMB417,059 in 2017 and RMB37,769 in 2018)		(1,168,416	)		(2,243,723	)		(1,746,375	)		(260,218	)
Origination and servicing (including services provided by related parties of RMB11,569 in 2016, RMB81,762 in 2017 and RMB39,000 in 2018)		(168,024	)		(502,050	)		(444,830	)		(66,282	)
General and administrative (including share-based compensation of RMB110,429 in 2016, RMB2,180,505 in 2017 and RMB508,162 in 2018)		(527,642	)		(3,075,456	)		(1,157,109	)		(172,415	)

Total operating costs and expenses		(1,864,082	)		(5,821,229	)		(3,348,314	)		(498,915	)
Interest income		13,422			73,639			208,350			31,045
Impairment loss of investments		—			—			(23,140	)		(3,448	)
Net loss from disposal of subsidiaries		—			(8,135	)		(257	)		(38	)
Non-operating income, net		7,719			25,429			25,608			3,815

Income before income tax expense and share of profit in equity method investments		417,711			1,011,484			2,418,729			360,401
Income tax expense		(271,132	)		(352,432	)		(402,403	)		(59,960	)
Share of profit (loss) in equity method investments		15,047			64,701			(41,143	)		(6,130	)

Net income		161,626			723,753			1,975,183			294,311
Net (income) loss attributable to the non-controlling interest shareholders		(5,588	)		(126,049	)		6,621			987

Net income attributable to 9F Inc.		156,038			597,704			1,981,804			295,298

Change in redemption value of preferred shares		—			(47,759	)		(17,225	)		(2,567	)
Deemed dividend to preferred shareholders		—			(103,550	)		—			—

Net income attributable to ordinary shareholders		156,038			446,395			1,964,579			292,731



Net income per ordinary share
Basic		114.86			322.56			1,057.33			157.55
Diluted		106.69			292.83			940.58			140.15
Weighted average number of ordinary shares used in computing net income per ordinary share
Basic		1,239,018			1,244,137			1,626,728			1,626,728
Diluted		1,343,052			1,384,655			1,857,352			1,857,352

The accompanying notes are an integral part of these consolidated financial statements

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9F Inc.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Amounts in thousands except for number of shares and per share data, or otherwise noted)

	Year ended December 31, 2016			Year ended December 31, 2017			Year ended December 31, 2018			Year ended December 31, 2018

	RMB			RMB			RMB			US$
										(Note 2)
Net income		161,626			723,753			1,975,183			294,311
Other comprehensive income:
Foreign currency translation adjustment, net of tax of nil		17,372			(33,065	)		84,430			12,580
Unrealized gains (losses) on available for sale investments, net of tax of nil		194			1,071			(1,146	)		(171	)

Total comprehensive income		179,192			691,759			2,058,467			306,720
Total comprehensive (income) loss attributable to the non-controlling interest shareholders		(5,588	)		(126,049	)		6,621			987

Total comprehensive income attributable to 9F Inc .		173,604			565,710			2,065,088			307,707

The accompanying notes are an integral part of these consolidated financial statements

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9F Inc.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

(Amounts in thousands except for number of shares and per share data, or otherwise noted)

	9F Inc. Shareholders' Equity

	Ordinary shares
	Ordinary shares												Accumulated other comprehensive income (loss)			Total 9F Inc. shareholders' equity
	Number of shares		Amount		Additional paid-in capital			Statutory reserve		Retained earnings			Accumulated other comprehensive income (loss)			Total 9F Inc. shareholders' equity			Non- controlling interest			Total shareholders' equity
			RMB		RMB			RMB		RMB			RMB			RMB			RMB			RMB
Balance as of December 31, 2015		1,239,018		—		142,904			63,200		487,340			11,337			704,781			(873	)		703,908
Share-based compensation		—		—		110,429			—		—			—			110,429			—			110,429
Net income		—		—		—			—		156,038			—			156,038			5,588			161,626
Provision of statutory reserve		—		—		—			3,210		(3,210	)		—			—			—			—
Capital contribution from a non-controlling shareholder		—		—		—			—		—			—			—			701			701
Non-controlling interest arising from an acquisition		—		—		—			—		—			—			—			4,405			4,405
Acquisition of non-controlling interest of the Group's subsidiary		—		—		(2,155	)		—		—			—			(2,155	)		2,155			—
Other comprehensive income		—		—		—			—		—			17,566			17,566			—			17,566

Balance as of December 31, 2016		1,239,018		—		251,178			66,410		640,168			28,903			986,659			11,976			998,635
Exercise of share options		275,666		—		4,277			—		—			—			4,277			—			4,277
Change in redemption value of preferred shares (Note 15)		—		—		—			—		(47,759	)		—			(47,759	)		—			(47,759	)
Share-based compensation		—		—		2,180,505			—		—			—			2,180,505			—			2,180,505
Net income		—		—		—			—		597,704			—			597,704			126,049			723,753
Provision of statutory reserve		—		—		—			98,849		(98,849	)		—			—			—			—
Capital contribution from a non-controlling shareholder		—		—		—			—		—			—			—			1,749			1,749
Disposals of subsidiaries		—		—		—			—		—			—			—			(124,525	)		(124,525	)
Purchase of subsidiaries' shares from non-controlling interests		—		—		(947	)		—		—			—			(947	)		947			—
Deemed dividend to preferred shareholders (Note 16)		—		—		103,550			—		(103,550	)		—			—			—			—
Other comprehensive income		—		—		—			—		—			(31,994	)		(31,994	)		—			(31,994	)

Balance as of December 31, 2017		1,514,684		—		2,538,563			165,259		987,714			(3,091	)		3,688,445			16,196			3,704,641
Issuance of ordinary shares (Note 16)		112,044		—		—			—		—			—			—			—			—
Change in redemption value of preferred shares (Note 15)		—		—		—			—		(17,225	)		—			(17,225	)		—			(17,225	)
Share-based compensation		—		—		508,162			—		—			—			508,162			—			508,162
Net income		—		—		—			—		1,981,804			—			1,981,804			(6,621	)		1,975,183
Provision of statutory reserve		—		—		—			281,018		(281,018	)		—			—			—			—
Capital contribution from a non-controlling shareholder		—		—		—			—		—			—			—			1,101			1,101
Disposals of subsidiaries		—		—		—			—		—			—			—			(226	)		(226	)
Other comprehensive income		—		—		—			—		—			83,284			83,284			—			83,284

Balance as of December 31, 2018		1,626,728		—		3,046,725			446,277		2,671,275			80,193			6,244,470			10,450			6,254,920

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

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CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in thousands except for number of shares and per share data, or otherwise noted)

	Year ended December 31, 2016			Year ended December 31, 2017			Year ended December 31, 2018			Year ended December 31, 2018

	RMB			RMB			RMB			US$
Cash Flows from Operating Activities:
Net income		161,626			723,753			1,975,183			294,311
Adjustments to reconcile net income to net cash provided in operating activities:
Depreciation		8,924			10,014			16,123			2,403
Amortization		438			1,874			2,640			393
Share-based compensation		110,429			2,180,505			508,162			75,719
Loss from disposals of property and equipment		3			260			175			26
Share of profit (loss) in equity method investments		(15,047	)		(64,701	)		41,143			6,130
Loss from disposals of subsidiaries		—			8,135			257			38
Change in fair value of a long-term investment		—			—			(1,500	)		(224	)
Impairment loss of investments		—			—			23,140			3,448
Loss from disposal of equity method investment		—			—			2,035			303
Provision (reversal) for allowance for doubtful accounts		32,740			1,881			(2,966	)		(442	)
Provision for allowance for contract assets		—			—			329			49
Changes in operating assets and liabilities
Accounts receivable		(2,449	)		(219,666	)		122,956			18,320
Other receivables		(218,996	)		51,172			(53,806	)		(8,017	)
Contract assets		—			—			(12,971	)		(1,933	)
Prepaid expenses and other assets		103,256			(385,444	)		(16,015	)		(2,387	)
Deferred tax assets		(48,874	)		(57,223	)		26,776			3,990
Amount due from/to related parties		(8,012	)		(229,876	)		(20,852	)		(3,107	)
Accrued expenses and other liabilities		195,343			325,641			(53,050	)		(7,903	)
Income tax payable		262,573			167,341			(148,109	)		(22,069	)
Payroll and welfare payable		30,226			62,378			(25,985	)		(3,872	)
Deferred revenue		60,378			289,894			(37,223	)		(5,545	)
Quality assurance fund payable		(258,510	)		—			—			—
Deferred tax liabilities		(76	)		(348	)		(550	)		(82	)

Net cash provided by operating activities		413,972			2,865,590			2,345,892			349,549

Cash Flows from Investing Activities:
Purchases of property, equipment and software		(20,086	)		(47,692	)		(48,575	)		(7,238	)
Disposals of property and equipment		—			602			56			8
Purchases of term deposits		—			(1,300,000	)		(1,650,986	)		(246,005	)
Redemptions of term deposits		—			600,000			1,549,617			230,900
Purchase of available for sale investment		(33,200	)		—			—			—
Acquisitions of subsidiaries, net of cash acquired		(20,800	)		(30,281	)		—			—
Disposals of subsidiaries, net of cash disposed		—			(13,197	)		—			—
Purchases of long-term investments		(51,321	)		(184,185	)		(501,091	)		(74,665	)
Payments for origination of loan receivables		(84,770	)		(96,200	)		(1,712,025	)		(255,100	)
Proceeds from collection of loan receivables		—			54,770			1,244,282			185,404
Loans to related parties		(12,733	)		—			(142,181	)		(21,186	)
Repayment of loans to related parties		—			4,500			24,083			3,588

Net cash used in investing activities		(222,910	)		(1,011,683	)		(1,236,820	)		(184,294	)

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

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CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(Amounts in thousands except for number of shares and per share data, or otherwise noted)

	Year ended December 31, 2016		Year ended December 31, 2017			Year ended December 31, 2018		Year ended December 31, 2018

	RMB		RMB			RMB		US$
Cash Flows from Financing Activities:
Capital contribution by non-controlling shareholders		701		1,749			1,101		164
Proceeds from issuance of convertible redeemable preferred shares, net of issuance cost of nil, RMB644 and RMB519 for the years ended December 31, 2016, 2017 and 2018, respectively		—		557,334			544,785		81,175
Proceeds from exercise of share options		—		4,277			—		—

Net cash provided by financing activities		701		563,360			545,886		81,339

Effect of foreign exchange rate changes on cash, cash equivalent and restricted cash		12,736		(23,100	)		35,333		5,267
Net increase in cash, cash equivalent, and restricted cash		204,499		2,394,167			1,690,291		251,861
Cash, cash equivalent, and restricted cash at the beginning of the year		1,180,120		1,384,619			3,778,786		563,067

Cash, cash equivalent, and restricted cash at the end of the year		1,384,619		3,778,786			5,469,077		814,918



Supplemental disclosures of cash flow information:
Cash paid for income taxes		50,867		293,804			522,286		77,823
Reconciliation to amounts on consolidated balance sheets:
Cash and cash equivalents		1,238,490		3,778,115			5,469,077		814,918
Restricted cash		146,129		671			—		—

Total cash, cash equivalents, and restricted cash		1,384,619		3,778,786			5,469,077		814,918

Supplemental disclosure of non-cash investing and financing activities:

In 2017, the Group disposed certain subsidiaries. Details of non-cash activities arising from the disposals are set out in Note 3.

In 2016 and 2017, the Group completed several business combinations. Details of non-cash activities arising from these acquisitions are set out in Note 4.

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

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9F Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2016, 2017 AND 2018

(Amounts in thousands except for number of shares and per share data, or otherwise noted)

1. ORGANIZATION AND PRINCIPAL ACTIVITIES

9F Inc. (the "Company" or "9F") was incorporated under the laws of the Cayman Islands on January 24, 2014. The Company, its subsidiaries, its consolidated variable interest entities ("VIEs") and VIEs' subsidiaries (collectively referred to as the "Group") are digital platform integrating and personalizing financial services in the People's Republic of China ("PRC"). The Group provides a comprehensive range of financial products and services across online lending, wealth management, and payment facilitation, all integrated under a single digital financial account.

Prior to the incorporation of the Company, the Group operated its business in China through Jiufu Shuke Technology Group Co, Ltd ("Jiufu Shuke"), formerly known as Jiufu Jinke Holding Group Co, Ltd., as a limited liability company owned by the original shareholders (the "Founders"), Zhenxiang Zhong, Guangwu Gao, and Yifan Ren. On August 25, 2014, Jiufu Shuke became the Group's consolidated VIEs through the contractual arrangements described below in "Basis of consolidation" in Note 2.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The accompanying consolidated financial statements of the Group have been prepared in conformity with accounting principles generally accepted in the United States of America ("US GAAP").

Basis of consolidation

The consolidated financial statements include the financial statements of the Company, its subsidiaries and its consolidated VIEs, including the VIEs' subsidiaries, for which the Group is the primary beneficiary.

All transactions and balances among the Company, its subsidiaries, the VIEs and the VIEs' subsidiaries have been eliminated upon consolidation.

As PRC laws and regulations prohibit and restrict foreign ownership of internet value-added businesses, the Group operates its internet related business in the PRC through two PRC domestic companies, Jiufu Shuke and Beijing Puhui Lianyin Information Technology Limited ("Beijing Puhui"), whose equity interests are held by certain management members and the Founders of the Group. The Group established two wholly-owned foreign invested subsidiaries in the PRC, Beijing Jiufu Lianyin Technology Limited ("Jiufu Lianyin") and Shanghai Jiufu Internet Technology Limited ("Jiufu Network", together with Jiufu Lianyin collectively referred as the "WFOEs").

By entering into a series of agreements (the "VIE Agreements"), the Group, through WFOEs, obtained control over Jiufu Shuke and Beijing Puhui (collectively referred as "VIEs"). The VIE Agreements enable the Group to (1) have power to direct the activities that most significantly affect the economic performance of the VIEs, and (2) receive the economic benefits of the VIEs that could be significant to the VIEs. Accordingly, the Group is considered the primary beneficiary of the VIEs and has consolidated the VIEs' financial results of operations, assets and liabilities in the Group's consolidated financial statements. In making the conclusion that the Group is the primary beneficiary

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9F Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2016, 2017 AND 2018

(Amounts in thousands except for number of shares and per share data, or otherwise noted)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

of the VIEs, the Group's rights under the Power of Attorney also provide the Group, the ability to direct the activities that most significantly impact the VIEs' economic performance. The Group also believes that this ability to exercise control ensures that the VIEs will continue to execute and renew the Master Exclusive Service Agreement and pay service fees to the Group. By charging service fees to be determined and adjusted at the sole discretion of the Group, and by ensuring that the Master Exclusive Service Agreement is executed and remained effective, the Group has the rights to receive substantially all of the economic benefits from the VIEs.

Details of the VIE Agreements, are set forth below:

VIE Agreements that were entered to give the Group effective control over the VIEs include:

Voting Right Proxy Agreement and Irrevocable Powers of Attorney

Under which each shareholder of the VIEs grant to any person designated by WFOEs to act as its attorney-in-fact to exercise all shareholder rights under PRC law and the relevant articles of association, including but not limited to, appointing directors, supervisors and officers of the VIEs as well as the right to sell, transfer, pledge and dispose all or a portion of the equity interest held by such shareholders of the VIEs. The proxy agreements and powers of attorney will remain effective as long as WFOEs exist. The shareholders of the VIEs do not have the right to terminate the proxy agreements or revoke the appointment of the attorney-in-fact without written consent of the WFOEs.

Exclusive Option Agreement

Under which each shareholder of the VIEs granted 9F or any third party designated by 9F the exclusive and irrevocable right to purchase from the such shareholders of the VIEs, to the extent permitted by PRC law and regulations, all or part of their respective equity interests in the VIEs for a purchase price equal to the registered capital. The shareholders of the VIEs will then return the purchase price to 9F or any third party designated by 9F after the option is exercised. 9F may transfer all or part of its option to a third party at its own option. The VIEs and its shareholders agree that without prior written consent of 9F, they may not transfer or otherwise dispose the equity interests or declare any dividend. The restated option agreement will remain effective until 9F or any third party designated by 9F acquires all equity interest of the VIEs.

Spouse Consent

The spouse of each shareholder of the VIEs has entered into a spouse consent letter to acknowledge that he or she consents to the disposition of the equity interests held by his or her spouse in the VIEs in accordance with the exclusive option agreement, the power of attorney and the equity pledge agreement regarding VIE structure described above, and any other supplemental agreement(s) may be consented by his or her spouse from time to time. Each such spouse further agrees that he or she will not take any action or raise any claim to interfere with the arrangements contemplated under the above mentioned agreements. In addition, each such spouse further acknowledges that any right or interest in the equity interests held by his or her spouse in the VIEs do not constitute property jointly

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9F Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2016, 2017 AND 2018

(Amounts in thousands except for number of shares and per share data, or otherwise noted)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

owned with his or her spouse and each such spouse unconditionally and irrevocably waives any right or interest in such equity interests.

Loan Agreement

Pursuant to the loan agreements between WFOEs and each shareholder of the VIEs, WFOEs extended loans to the shareholders of the VIEs, who had contributed the loans to VIEs as registered capital. The shareholders of VIEs may repay the loans only by transferring their respective equity interests in VIEs to 9F Inc. or its designated person(s) pursuant to the exclusive option agreements. These loan agreements will remain effective until the date of full performance by the parties of their respective obligations thereunder.

VIE Agreements that enables the Group to receive substantially all of the economic benefits from the VIEs include:

Equity Interest Pledge Agreement

Pursuant to the equity interest pledge agreement, each shareholder of the VIEs has pledged all of his or her equity interest held in the VIEs to WFOEs to secure the performance by VIEs and their shareholders of their respective obligations under the contractual arrangements, including the payments due to WFOEs for services provided. In the event that the VIEs breach any obligations under these agreements, WFOEs as the pledgees, will be entitled to request immediate disposal of the pledged equity interests and have priority to be compensated by the proceeds from the disposal of the pledged equity interests. The shareholders of the VIEs shall not transfer the equity interests or create or permit to be created any pledges without the prior written consent of WFOEs. The equity interest pledge agreement will remain valid until the master exclusive service agreement and the relevant exclusive option agreements and proxy agreement and power of attorney, expire or terminate.

Master Exclusive Service Agreement

Pursuant to the exclusive service agreement, WFOEs have the exclusive right to provide the VIEs with technical support, consulting services and other services. WFOEs shall exclusively own any intellectual property arising from the performance of the agreement. During the term of this agreement, the VIEs may not accept any services covered by this agreement provided by any third party. The VIEs agree to pay service fees to be determined and adjusted at the sole discretion of the WFOEs. The agreement will remain effective unless WFOEs terminate the agreement in writing.

Risks in relation to the VIE structure

The Group believes that the contractual arrangements with VIEs and their current shareholders are in compliance with PRC laws and regulations and are legally enforceable. However, uncertainties in the PRC legal system could limit the Group's ability to enforce the contractual arrangements. If the

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9F Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2016, 2017 AND 2018

(Amounts in thousands except for number of shares and per share data, or otherwise noted)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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 Group's PRC subsidiaries or consolidated affiliated entities;
•: Discontinue or restrict the operations of any related-party transactions among the Group's PRC subsidiaries or consolidated affiliated entities;
•: Impose fines or other requirements on the Group's PRC subsidiaries or consolidated affiliated entities;
•: Require the Group's PRC subsidiaries or consolidated affiliated entities to revise the relevant ownership structure or restructure operations; and/or;
•: Restrict or prohibit the Group's use of the proceeds of the additional public offering to finance the Group's business and operations in China;
•: Shutting down the Group's servers or blocking the Group's online platform;
•: Discontinuing or placing restrictions or onerous conditions on the Group's operations; and/or
•: Requiring the Group to undergo a costly and disruptive restructuring.

The Group's ability to conduct its business may be negatively affected if the PRC government were to carry out any of the aforementioned actions. As a result, the Group may not be able to consolidate the VIEs in its consolidated financial statements as it may lose the ability to exert effective control over the VIEs and its shareholders, and it may lose the ability to receive economic benefits from the VIEs. The Group currently does not believe that any penalties imposed or actions taken by the PRC government would result in the liquidation of the Company, WFOEs, or the VIEs.

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9F Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2016, 2017 AND 2018

(Amounts in thousands except for number of shares and per share data, or otherwise noted)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

The following table sets forth the assets, liabilities, results of operations and cash flows of the VIEs and its subsidiaries, which are included in the Group's consolidated financial statements after the elimination of intercompany balances and transactions:

	As of December 31,

	2016		2017		2018
	RMB		RMB		RMB
Assets:
Cash and cash equivalents		404,518		1,614,167		4,310,737
Restricted cash		146,129		671		—
Term deposits		—		300,000		5,000
Accounts receivable, net		62,417		298,198		178,350
Other receivables, net		49,238		57,569		83,469
Loan receivables		51,225		46,200		593,255
Amounts due from related parties		24,227		19,736		8,663
Prepaid expenses and other assets		98,410		167,258		458,833
Contracts assets, net		—		—		12,642
Long-term investments		67,017		330,576		569,066
Property, equipment and software, net		18,507		23,119		72,696
Goodwill		7,270		7,351		7,351
Intangible assets, net		—		20,119		19,083
Deferred tax assets, net		30,971		80,339		84,338

Total assets		959,929		2,965,303		6,403,483



Liabilities:
Deferred revenue		12,759		133,087		280,512
Payroll and welfare payable		29,379		34,315		28,115
Income tax payable		229,551		360,629		297,785
Accrued expenses and other liabilities		373,329		504,313		639,557
Amounts due to related parties		4,162		19,378		14,702
Deferred tax liabilities		—		5,030		4,771

Total liabilities		649,180		1,056,752		1,265,442

	For the years ended December 31,

	2016			2017		2018
	RMB			RMB		RMB
Net revenues		367,598			3,554,288		5,270,948
Net income (loss)		(645,481	)		314,448		2,702,469

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2016, 2017 AND 2018

(Amounts in thousands except for number of shares and per share data, or otherwise noted)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

	For the years ended December 31,

	2016			2017			2018
	RMB			RMB			RMB
Net cash (used in)/provided by operating activities		(492,659	)		155,520			2,906,094
Net cash used in investing activities		(123,763	)		(498,638	)		(803,155	)
Net cash provided by financing activities		700			—			1,000

Under the VIE Arrangements, the Group has the power to direct activities of the VIEs and can have assets transferred out of the VIEs. Therefore, the Group considers that there is no asset in the VIEs that can be used only to settle obligations of the VIEs, except for assets that correspond to the amount of the registered capital and PRC statutory reserves, if any. As the VIEs are incorporated as limited liability companies under the Company Law of the PRC, creditors of the VIEs do not have recourse to the general credit of the Group for any of the liabilities of the VIEs.

Currently there is no contractual arrangement which requires the Group to provide additional financial support to the VIEs. However, as the Group conducts its businesses primarily based on the licenses held by the VIEs, the Group has provided and will continue to provide financial support to the VIEs.

Revenue-producing assets held by the VIEs include certain internet content provision ("ICP") licenses and other licenses, domain names and trademarks. The ICP licenses and other licenses are required under relevant PRC laws, rules and regulations for the operation of internet businesses in the PRC, and therefore are integral to the Group's operations. The ICP licenses require that core PRC trademark registrations and domain names are held by the VIEs that provide the relevant services.

Use of estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from such estimates. Significant accounting estimates reflected in the Group's financial statements are estimates and judgments applied in revenue recognition, fair value measurement of the Group's ordinary shares, quality assurance fund payable and available-for-sale investment, share-based compensation and realization of deferred tax assets. Actual results may differ materiality from these estimates.

Revenue recognition

The Group has early adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606) and all subsequent ASUs that modified Topic 606 on January 1, 2017 and has elected to apply it retrospectively for the year ended December 31, 2016.

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9F Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2016, 2017 AND 2018

(Amounts in thousands except for number of shares and per share data, or otherwise noted)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

•: Step 1: Identify the contract (s) with a customer
•: Step 2: Identify the performance obligations in the contract
•: Step 3: Determine the transaction price
•: Step 4: Allocate the transaction price to the performance obligations in the contract
•: Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation

Online lending platform revenue

Through its online platform, the Group provides intermediary services on personal financing product, One Card, under which the holders of One Card can apply for loans on a revolving basis ("revolving loan products"). The Group also provides one-time loan facilitation services to meet various consumption needs ("non-revolving loan product"). For revolving loan products and non-revolving loan products, the Group's services provided consist of:

a): Matching marketplace investors to potential qualified borrowers and facilitating the execution of loan agreements between the parties (referred to as "loan facilitation service"); and
b): Providing repayment processing services for the marketplace investors and borrowers over the loan term, including repayment reminders and following up on late repayments (referred to as "post origination services").

The Group has determined that it is not the legal lender or borrower in the loan origination and repayment process, but acting as an intermediary to bring the lender and the borrower together. Therefore, the Group does not record the loans receivable or payable arising from the loans facilitated between the investors and borrowers on its platform.

The Group considers its customers to be both the investors and borrowers. The Group considers the loan facilitation service and post origination services as two separate services, which represent two separate performance obligations under Topic 606, as these two deliverables are distinct in that customers can benefit from each service on its own and the Group's promises to deliver the services are separately identifiable from each other in the contract.

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9F Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2016, 2017 AND 2018

(Amounts in thousands except for number of shares and per share data, or otherwise noted)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

an expected cost plus margin approach to estimate the standalone selling prices of loan facilitation services and post origination services as the basis of revenue allocation, which involves significant judgements. In estimating its standalone selling price for the loan facilitation services and post origination services, the Group considers the cost incurred to deliver such services, profit margin for similar arrangements, customer demand, effect of competitors on the Group's services, and other market factors.

For each type of service, the Group recognizes revenue when (or as) the entity satisfies the service/performance obligation by transferring a promised good or service (that is, an asset) to a customer. Revenues from loan facilitation are recognized at the time a loan is originated between the investor and the borrower and the principal loan balance is transferred to the borrower, at which time the loan facilitation service is considered completed. Revenues from post origination services are recognized on a straight line basis over the term of the underlying loans as the services are provided ratably on a monthly basis. A majority of the service fee is charged to the borrowers, which is collected upfront upon at the loan inception or collected over the loan term. Investors pay service fees to the Group either at the beginning and at the end of the investment commitment period (in terms of automated investing tools) or over the terms of the loan (in terms of self-directing investing tools). In 2016, 2017 and 2018, service fees charged at the beginning or at the end of the investment commitment period or over the terms of the loans in the periods presented were calculated to be equal to an annualized interest rate ranging from 0.5% to 1.0% based on the investment amount and the investment term. Service fees charged to borrowers and investors, including the service fees charged to investors collected at the end of the investment commitment period or over the terms of the loans in the periods presented, were combined as contract price to be allocated to the two performance obligations relating to loan facilitation services and post-origination services, and recognized as revenue when the relevant services are delivered. Revenue recognized related to service fees not yet received from investors that will be collected at the end of the investment commitment period and over the commitment period are recorded as accounts receivable. All service fees are fixed and not refundable. Revenue recognized is recorded net of value added tax ("VAT"). Remaining performance obligations represent the amount of the transaction price for which service has not been performed under post-origination services. As of December 31, 2018, the aggregate amount of the transaction price allocated for the remaining performance obligations was RMB346,847. The Group expects to recognize revenue of RMB216,481 and RMB86,915 on the remaining performance obligations over the next 12 and 24 months, respectively, with the remainder of RMB43,451 recognized thereafter.

Other revenues

Other revenues mainly include revenues from online sales of third-party merchandise, penalty fee for late payment, and other service revenues. The Group operates an online shopping platform, One Card Mall, where users can buy merchandise provided by third-party merchandise suppliers on its online shopping platform. The Group does not control the merchandise, but rather is acting as an agent for the merchandise suppliers. Revenue is recognized for the net amount of consideration the Group entitled to retain in exchange for the agent service. The penalty fee, which is the fee paid to the investors and assigned to us by the investors, will be received as a certain percentage of past due

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2016, 2017 AND 2018

(Amounts in thousands except for number of shares and per share data, or otherwise noted)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

amounts collected. Other revenues also include revenue of services such as insurance agency, securities brokerage, and customer referral.

Cash incentives

To expand market presence, the Group voluntarily provides cash incentives in the form of cash coupons to new and existing investors during its marketing activities. These coupons are not related to prior transactions, and can only be utilized in conjunction with subsequent lending activities. The cash incentives provided are accounted as a reduction of transaction price according to ASC 606-10-32-25. Cash incentives paid to existing investors, cash incentives paid to new investors, and cash incentives recognized as a reduction of revenue for year ended December 31, 2016 was RMB17.6 million, RMB6.6 million, and RMB23.7 million, respectively. Cash incentives paid to existing investors, cash incentives paid to new investors, and cash incentives recognized as a reduction of revenue for year ended December 31, 2017 was RMB 21.3 million, RMB 20.9 million, and RMB 40.9 million, respectively. Cash incentives paid to existing investors, cash incentives paid to new investors, and cash incentives recognized as a reduction of revenue for year ended December 31, 2018 was RMB 23.9 million, RMB 1.2 million, and RMB 25.8 million, respectively.

Value added taxes ("VAT")

The Group is subject to VAT at the rate of 17%, 16%, 6% or 3%, depending on whether the entity is a general tax payer or small-scale taxpayer, and related surcharges on revenue generated from providing services. VAT is also reported as a deduction to revenue when incurred and amounted to RMB190,620, RMB601,325 and RMB490,136 for the years ended December 31, 2016, 2017 and 2018, respectively. Entities that are VAT general taxpayers are allowed to offset qualified input VAT paid to suppliers against their output VAT liabilities. Net VAT balance between input VAT and output VAT is recorded in the line item of accrued expense and other liabilities on the face of balance sheet.

Disaggregation of revenues

The Group generates revenues primarily from loan facilitation and post-origination services provided to investors and borrowers through its online lending platform. The Group also generates other revenues, such as penalty fee charged to borrowers for late payment, commission fee earned from

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2016, 2017 AND 2018

(Amounts in thousands except for number of shares and per share data, or otherwise noted)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

online sales of third-party merchandise, and other service revenues. The following table provide further disaggregation by types of revenues recognized in 2016, 2017 and 2018.

2016	Loan facilitation services		Post origination services		Other revenues		Total

	RMB		RMB		RMB		RMB
Online lending platform revenue
Revolving loan products (One Card)		961,162		10,184		—		971,346
Non-revolving loan products		1,196,620		31,129		—		1,227,749
Other revenue		—		—		61,557		61,557

Total		2,157,782		41,313		61,557		2,260,652

2017	Loan facilitation services		Post origination services		Other revenues		Total

	RMB		RMB		RMB		RMB
Online lending platform revenue
Revolving loan products (One Card)		4,959,379		148,071		—		5,107,450
Non-revolving loan products		1,313,417		108,845		—		1,422,262
Other revenue		—		—		212,068		212,068

Total		6,272,796		256,916		212,068		6,741,780

2018	Loan facilitation services		Post origination services		Other revenues		Total

	RMB		RMB		RMB		RMB
Online lending platform revenue
Revolving loan products (One Card)		4,769,136		282,202		—		5,051,338
Non-revolving loan products		191,535		85,237		—		276,772
Other revenue		—		—		228,372		228,372

Total		4,960,671		367,439		228,372		5,556,482

The Group manages its business through a comprehensive offering of financial products tailored to the needs of the investors and borrowers. These financial products are categorized by the Group as

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2016, 2017 AND 2018

(Amounts in thousands except for number of shares and per share data, or otherwise noted)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

loan products, wealth management products and others. The following table illustrates the disaggregation of revenues by product offerings in 2016, 2017 and 2018:

	December 31, 2016		December 31, 2017		December 31, 2018

	RMB		RMB		RMB
Loan product revenue		2,105,478		6,265,900		4,930,515
Wealth management product revenue		149,418		442,814		471,060
Others		5,756		33,066		154,907

Total		2,260,652		6,741,780		5,556,482

Loan products—In 2016, 2017 and 2018, loan products represented product offerings tailored to the needs of the borrowers. Loan product revenues in the above table represented the portion of the service fees that were charged to borrowers through the Group's online lending platform business. Loan product revenues also included service fees charged to financial institution partners under the direct lending program amounted to nil, nil, and RMB21,539 in 2016, 2017 and 2018, respectively.

Wealth Management products—In 2016, 2017 and 2018, wealth management products represented product offerings tailored to the needs of the individual investors, including fixed income products and other wealth management products such as insurance and stock investment brokerage services, and fund investment products services. Fixed income products were offered to individual investors who desired to make investment to loans facilitated through the Group's online lending platform business. Revenues from wealth management products in the above table were mainly derived from fixed income products and represented the portion of service fees that was charged to investors in the Group's online lending platform business. Revenues recognized on other wealth management products were immaterial for the periods presented.

Deferred Revenue

Deferred revenue consists of post origination service fees received or receivable from borrowers and investors for which services have not yet been provided. Deferred revenue are recognized ratably as revenue when the post-origination services are delivered during the loan period. The balance of deferred revenue decreased from RMB384,070 as of December 31, 2017 to RMB346,847 as of December 31, 2018 due to business slowdown. Revenue recognized in the years ended December 31, 2016, 2017 and 2018 that was included in the deferred revenue balance at the beginning of the year amount RMB15,418, RMB49,558 and RMB268,436, respectively.

Contract assets, net

Contract assets are attributable to new loan products to borrowers with financial institution partners as lenders under the direct lending program launched in 2018. Under the direct lending program, the Group is entitled to payment of service fees when the financial institution partners received repayment of loans from the borrowers. Contracts assets are recorded under these

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2016, 2017 AND 2018

(Amounts in thousands except for number of shares and per share data, or otherwise noted)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

arrangements when the Group provided the loan facilitation and post origination services but before the payments are due from the financial institution partners.

Contract assets are stated at the historical carrying amount net of write-off and allowance for collectability in accordance with ASC Topic 310. The Group established an allowance for uncollectible contract assets at inception based on estimates, historical experience and other factors surrounding the credit risk of specific customers similar to borrowers related to the financial institution partners. The Group evaluates and adjusts its allowance for uncollectible contract assets on a quarterly basis or more often as necessary. Uncollectible contract assets are written off when the consideration entitled by the Group is due and the Group has determined the balance will not be collected. The Company recognizes contract assets only to the extent that the Group believes it is probable that they will collect substantially all of the consideration to which it will be entitled in exchange for the services transferred to the customer.

The following table presents the contract assets from loan facilitation services and post origination services:

	December 31, 2018

	RMB
Contract assets from loan facilitation services and post origination services		12,971
Less: Allowance for contract assets		(329	)

Total		12,642

The following table presents the movement of allowance for contract assets for the year ended December 31, 2018:

		RMB

As of December 31, 2017			—
Provision for allowance for contract assets during the year ended December 31, 2018			329
Write-offs during the year ended December 31, 2018			—
As of December 31, 2018			329

Practical Expedients and Exemptions

The Group generally expense sales commissions when incurred because the amortization period would have been one year or less. These costs are recorded as sales and marketing expenses.

Quality assurance fund liability

In order to provide assurance for investors, the Group established an investors' protection plan.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2016, 2017 AND 2018

(Amounts in thousands except for number of shares and per share data, or otherwise noted)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

From December 2013 to December 2016, the Group provided an investor protection service in the form of a quality assurance fund under which when a new loan is facilitated, the Group collected quality assurance fund from borrowers and deposited it in a custodian bank account. Historically, the quality assurance fund collected from the borrowers equals 6% to 7% of the total loan facilitation amount, although the Group reserved the right to revise the percentage of quality assurance fund collected from the borrowers upwards or downwards as a result of the Group's continuing evaluation of factors such as market conditions. In addition, if the actual interest income from the loans invested by an investor is higher than the expected return provided to the investor, the excess will also be contributed to the quality assurance fund. If a loan facilitated by the Group defaulted, the Group was obligated to repay unpaid principal and interest repayment of the defaulted loan up to the balance of the quality assurance fund on a portfolio basis, as stipulated in the investment consultation and management service contracts. If the quality assurance fund balance was not sufficient to compensate all the defaults, the investors with default loans would be repaid on a pro rata basis, and the un-compensated amount would be rolled into the repayment of the next month. If the quality assurance fund was continually underfunded, investors may need to wait for extended periods to receive a full distribution from the quality assurance fund, or incur a loss on their investment as the investor was only subject to compensation for six consecutive months.

In accordance with ASC 460-10-55-23 (b), when a loan is facilitated, the Group recognizes a stand-ready liability measured as the fair value of the quality assurance fund service, which approximately the quality assurance fund amount collected from borrowers. The Group estimated the fair value of the quality assurance fund liability which is based on the Group's estimated expected defaults. Expected defaults is a modeled estimate based historical loan level information, and the underlying borrower risk characteristics. Regularly, the Group compares the modeled default estimate against the actual defaults experienced in order to assess if such estimate is appropriate.

According to ASC 460, Guarantees, the quality assurance fund liability initially recognized would typically be reduced as the Group is released from risk under the guarantee either through expiry or performance. The Group tracks its quality assurance fund liability on a loan-by-loan basis to monitor the expiration. On a portfolio basis, when the aggregate contingent liability required to be recognized under ASC 450-20-25 exceeds the quality assurance fund liability balance, the Group will record the excess as expense, as long as the total liability does not exceed the quality assurance fund.

In August 2016, the Group cooperated with Guangdong Nanfeng Guarantee Ltd. ("Nanfeng Guarantee") and Taiping General Insurance Co., Ltd, ("China Taiping") to launch an investors' protection plan to replace the former quality assurance fund model. As part of the agreement with Nanfeng Guarantee and China Taiping, the Group transferred its legal responsibility to guarantee the existing loans (i.e., existing and future defaults) to Nanfeng Guarantee and China Taiping. The Group agreed to pay the whole balance of the quality assurance fund as of August 25, 2016 of RMB287 million from its own special account to a depository account set up by Nanfeng Guarantee and supervised by China Taiping. For all new loans facilitated, the borrowers paid the quality assurance fund to Nanfeng Guarantee to manage as part of the guarantee fund reserve going forward. A separate insurance policy was entered into by each borrower and the insurance company (i.e., China Taiping), where the insurance company charged an insurance premium to the borrower to cover additional

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2016, 2017 AND 2018

(Amounts in thousands except for number of shares and per share data, or otherwise noted)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

default risks. Nanfeng Guarantee used the quality assurance fund in the depository account to compensate the defaulted loans. China Taiping will not cover the repayment until the balance of the depository account at the depository bank becomes insufficient. As a result, the Group no longer have legal obligation to make compensation payments to investors for defaults (both incurred and future) related to its existing loan portfolio as well as loans originated subsequent to August 25, 2016.

In September 2017, the Group launched an enhanced investors' protection plan with China Taiping and Nanfeng Guarantee. For loans with terms of 12 months or less, the borrower signed "Loan Performance Guarantee Insurance Policy" with China Taiping and pay insurance premium to China Taiping. In the event that default of the insured loan happens, China Taiping will repay the outstanding principal and the interests to the investors. For loans over 12 months, and for loans with terms of 12 months or less but not covered by China Taiping's insurance protection, the borrower signed "Confirmation to Participation in Guarantee Plan" and Nanfeng Guarantee will provide guarantee service. The borrower pay guarantee fund to Nanfeng Guarantee, which will be deposited in the guarantee fund depository account set up by Nanfeng Guarantee. The Group and Nanfeng Guarantee will determine the guarantee fund rate charged with borrower based on the credit characteristics of the borrower as well as the underlying loan characteristics. If default of any loan protected by Nanfeng Guarantee happens, Nanfeng Guarantee will withdraw the fund from the guarantee fund reserve account to repay the investor within fund balance as the upper limit.

In January 2018, the Group announced new updates to the arrangements regarding loans with terms of more than 12 months. The borrower signs a guarantee contract with Guangdong Success Finance Guarantee Company Limited ("Guangdong Success"). According to the contract, when the borrower defaults and meanwhile, if the balance of the guarantee fund reserve account is insufficient to cover the unpaid amounts, Guangdong Success will make additional repayment with a upper limit of a cap of five times of the guarantee fee paid by the borrowers. For loans with the terms of 12 months or less, the borrower paid insurance premium and signed "Loan Performance Guarantee Insurance Policy" with either China Taiping or PICC with whom the Group began to collaborate in March 2018.

Starting from August 25, 2016, the Group no longer has legal obligation to make compensation payments to investors on default loans, and therefore no longer records quality assurance fund liability in accordance with ASC 405-20, Extinguishments of liabilities.

The movement of quality assurance fund liability during the year ended December 31, 2016 is as follows:



As of December 31, 2015	258,510
Additions due to origination of new loans	417,949
Net payout	(388,983	)
Transferred out to third party guarantee company	(287,476	)

As of December 31, 2016	—

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2016, 2017 AND 2018

(Amounts in thousands except for number of shares and per share data, or otherwise noted)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Fair value

Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Group considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability.

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 upon unadjusted quoted prices for identical assets or liabilities traded in active markets.
•: Level 2—inputs are based upon quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
•: Level 3—inputs are generally unobservable and typically reflect management's estimates of assumptions that market participants would use in pricing the asset or liability. The fair value are therefore determined using model-based valuation techniques that include option pricing models, discounted cash flow models, and similar techniques.

Cash and cash equivalents

Cash and cash equivalents represent cash on hand, demand deposits and highly liquid investments placed with banks or other financial institutions, with original maturities of less than three months. The Group considers all highly liquid investments with stated maturity dates of three months or less from the date of purchase to be cash equivalents.

Restricted cash

Restricted cash mainly represents cash deposited in a custodian bank account under the former quality assurance model operated by the Group. In August 2016, the Group entered into an agreement to transfer the entire balance of the quality assurance fund to Nanfeng Guarantee, a third party guarantee service provider, and the transfer was completed in early 2018.

Term deposits

Term deposits consist of deposits placed with financial institutions with an original maturity of greater than three months and less than one year.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2016, 2017 AND 2018

(Amounts in thousands except for number of shares and per share data, or otherwise noted)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Loan receivables

Loan receivables are measured at amortized cost with interest accrued based on the contract rate. The Group evaluates the credit risk associated with the loans, and estimates the cash flow expected to be collected over the life of loans on an individual basis based on the Group's past experiences, the borrowers' financial position, their financial performance and their ability to continue to generate sufficient cash flows. A valuation allowance will be established for the loans unable to collect. No valuation allowance has been recorded for the year ended December 31, 2016, 2017 and 2018 based on the result of the assessment.

Allowance for doubtful accounts

Accounts receivable and other receivables are stated at the historical carrying amount net of write-offs and allowance for uncollectible accounts. The Group establishes an allowance for uncollectible accounts receivable and other receivables based on estimates, historical experience and other factors surrounding the credit risk of specific customers. Uncollectible receivables are written off when a settlement is reached for an amount that is less than the outstanding historical balance or when the Group has determined it is probable that the balance will not be collected. The movement of the allowance for doubtful accounts is as follows:

	Accounts receivable			Other receivables		Total

	RMB			RMB		RMB
Balance at December 31, 2015		—			—		—
Provision for doubtful accounts		27,730			5,010		32,740

Balance at December 31, 2016		27,730			5,010		32,740
Provision for doubtful accounts		1,881			—		1,881

Balance at December 31, 2017		29,611			5,010		34,621
Reversal		(2,966	)		—		(2,966	)
Write off		(25,592	)		—		(25,592	)

Balance at December 31, 2018		1,053			5,010		6,063

Long-term investments

The Group's long-term investments consist of equity securities without readily determinable fair value , equity method investments and available-for-sale investment.

a.: Equity securities without readily determinable fair value

Historically, for investee companies over which the Group did not have significant influence and a controlling financial interest, the Group accounted for these as cost method investments under ASC 325-20. In January, 2018, the Company adopted Accounting Standards Update ("ASU") 2016-01, Financial Instruments—Recognition and Measurement of Financial Assets and

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2016, 2017 AND 2018

(Amounts in thousands except for number of shares and per share data, or otherwise noted)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Financial Liabilities, and elected to account for equity investments that do not have a readily determinable fair value under the measurement alternative prescribed within ASU 2016-01, to the extent such investments are not subject to consolidation or the equity method. Under the measurement alternative, these financial instruments are carried at cost, less any impairment (assessed quarterly), plus or minus changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer. In addition, income is recognized when dividends are received only to the extent they are distributed from net accumulated earnings of the investee. Otherwise, such distributions are considered returns of investment and are recorded as a reduction of the cost of the investment. The impairment losses on the equity securities without readily determinable fair value during the years ended December 31, 2016, 2017 and 2018 are nil, nil and RMB23,140, respectively.

b.: Equity method investments

Investee companies over which the Group has the ability to exercise significant influence, but does not have a controlling interest, are accounted for using the equity method. Significant influence is generally considered to exist when the Group has an ownership interest in the voting stock of the investee between 20% and 50%. Other factors, such as representation on the investee's board of directors, voting rights and the impact of commercial arrangements, are also considered in determining whether the equity method of accounting is appropriate.

An impairment charge is recorded if the carrying amount of the investment exceeds its fair value and this condition is determined to be other-than temporary. The Group estimated the fair value of the investee company based on comparable quoted price for similar investment in active market, if applicable, or discounted cash flow approach which requires significant judgments, including the estimation of future cash flows, which is dependent on internal forecasts, the estimation of long term growth rate of a company's business, the estimation of the useful life over which cash flows will occur, and the determination of the weighted average cost of capital. The Company did not record an impairment on its equity method investment during the years ended December 31, 2016, 2017 and 2018.

c.: Available-for-sale investment

For investments which are determined to be debt securities, the Group accounts for it as long-term available-for-sale investments when they are not classified as either trading or held-to-maturity investments. The available-for-sale investments are carried at its fair values and the unrealized gains or losses from the changes in fair values are included in accumulated other comprehensive income.

The Group reviews its investment for other than temporary impairment ("OTTI") based on the specific identification method. The Group considers available quantitative and qualitative evidence in evaluating potential impairment of its investments. If the cost of an investment exceeds the investment's fair value, the Group considers, among other factors, general market conditions, government economic plans, the duration and the extent to which the fair value of the investment

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2016, 2017 AND 2018

(Amounts in thousands except for number of shares and per share data, or otherwise noted)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

is less than the cost, the Group's intent and ability to hold the investment, and the financial condition and near term prospects of the issuers.

If there is OTTI on debt securities, the Group separates the amount of the OTTI into the amount that is credit related (credit loss component) and the amount due to all other factors. The credit loss component is recognized in earnings, which represents the difference between a security's amortized cost basis and the discounted present value of expected future cash flows. The amount due to other factors is recognized in other comprehensive income if the entity neither intends to sell and will not more likely than not be required to sell the security before recovery. The difference between the amortized cost basis and the cash flows expected to be collected is accreted as interest income. The Company did not record any impairment losses on its available-for-sale investment during the years ended December 31, 2016, 2017 and 2018.

Property, equipment and software, net

Property, equipment and software consists of computer and transmission equipment, furniture and office equipment, office building, software, and leasehold improvements, which are recorded at cost less accumulated depreciation and amortization. Depreciation and amortization are calculated on a straight-line basis over the following estimated useful lives:


Computer and electronic equipment		3 years
Furniture and office equipment		5 years
Office Building		20 years
License		20 years
Software		5 years
Leasehold improvements		Over the shorter of the lease term or estimated useful lives

Origination and servicing expense

Origination and servicing expense consists primarily of variable expenses and vendor costs, including costs related to credit assessment, customer and system support, payment processing services and collection associated with facilitating and servicing loan.

Government subsidy income

The Group receives government grants and subsidies in the PRC from various levels of local governments from time to time which are granted for general corporate purposes and to support its ongoing operations in the region. The grants are determined at the discretion of the relevant government authority and there are no restrictions on their use. The government subsidies are recorded as non-operating income in the consolidated statement of operations in the period the cash is received. The government grants received by the Group amount to RMB6,280, RMB20,647 and RMB23,364 for the years ended December 31, 2016, 2017 and 2018, respectively.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2016, 2017 AND 2018

(Amounts in thousands except for number of shares and per share data, or otherwise noted)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Income taxes

Deferred income taxes are provided using asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.

Deferred tax assets are recognized to the extent that these assets are more likely than not to be realized. In making such a determination, management consider all positive and negative evidence, including future reversals of projected future taxable income and results of recent operation.

In order to assess uncertain tax positions, the Group applies a more likely than not threshold and a two-step approach for the tax position measurement and financial statement recognition. Under the two-step approach, the first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon settlement. The Group recognizes interest and penalties, if any, under accrued expenses and other current liabilities on its consolidated and combined balance sheet and under other expenses in its consolidated and combined statement of comprehensive loss. The Group did not have any significant unrecognized uncertain tax positions as of and for the years ended December 31, 2016, 2017 and 2018.

Net income per ordinary share

Basic net income per ordinary share is computed by dividing net income attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period.

The Group's convertible redeemable preferred shares are participating securities as they participate in undistributed earnings on an as-if converted basis. Accordingly, the Group uses the two-class method, whereby undistributed net income is allocated on a pro rata basis to the ordinary shares and preferred shares to the extent that each class may share income in the year; whereas the undistributed net loss for the year is allocated to ordinary shares only because the convertible redeemable participating preferred shares are not contractually obligated to share the loss.

Diluted net income per ordinary share reflect the potential dilution that would occur if securities were exercised or converted into ordinary shares. The Group had participating convertible redeemable preferred shares and share options which could potentially dilute basic net income per ordinary share in the future. Diluted net income per ordinary share is computed using the two-class method or the as-if-converted method, whichever is more dilutive.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2016, 2017 AND 2018

(Amounts in thousands except for number of shares and per share data, or otherwise noted)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Foreign currency translation

The Group's reporting currency is RMB. The functional currency of the Company is the United States dollar ("US$"). The functional currency of the Group's entities in Hong Kong is Hong Kong dollars. The functional currency of the Group's subsidiaries and VIEs in the PRC is Renminbi ("RMB").

Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at the rates of exchange ruling at the balance sheet date. Transactions in currencies other than the functional currency during the year are converted into functional currency at the applicable rates of exchange prevailing when the transactions occurred. Transaction gains and losses are recognized in the consolidated statements of operations.

Assets and liabilities are translated from each entity's functional currency to the reporting currency using the exchange rates in effect on the balance sheet date. Equity amounts are translated at historical exchange rates. Revenues, expenses, gains and losses are translated using the average rates for the year. Translation adjustments are reported as cumulative translation adjustments and are shown as a separate component in the consolidated statements of comprehensive income.

Convenience translation

Translations of amounts from RMB into US$ are presented solely for the convenience of the reader and were calculated at the rate of US$1.00 = RMB6.7112 on March 29, 2019, the last business day for the period ended March 31, 2019, representing the exchange rate published by the Federal Reserve Board. No representation is intended to imply that the RMB amounts could have been, or could be, converted, realized or settled into US$ at such rate, or at any other rate.

Significant risks and uncertainties

i): Foreign currency risk

RMB is not a freely convertible currency. The State Administration for Foreign Exchange, under the authority of the People's Bank of China, controls the conversion of RMB into foreign currencies. The value of RMB is subject to changes in central government policies and to international economic and political developments affecting supply and demand in the China Foreign Exchange Trading System market. The cash and cash equivalents of the Group included aggregate amounts of RMB1,222,267, RMB3,124,752 and RMB5,281,635, which were denominated in RMB at December 31, 2016, 2017 and 2018, respectively, representing 88.27%, 82.69% and 96.57% of the cash and cash equivalents at December 31, 2016, 2017 and 2018, respectively.

ii): Concentration of credit risk

Financial instrument that potentially expose the Group to significant concentration of credit risk primarily included in the balance sheet line item cash and cash equivalents, accounts receivable, prepaid expenses and other assets. As of December 31, 2016, 2017 and 2018, substantially all of the Group's cash and cash equivalents were deposited in financial institutions located in the PRC. Accounts

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2016, 2017 AND 2018

(Amounts in thousands except for number of shares and per share data, or otherwise noted)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

receivable are typically unsecured and are derived from revenue earned from customers in the PRC. The risk with respect to accounts receivable is mitigated by credit evaluations the Group performs on its customers and its ongoing monitoring process of outstanding balances.

There are no revenues from customers which individually represent greater than 10% of the total net revenues for any year of the three years period ended December 31, 2018.

There are no customers of the Group that accounted for greater than 10% of the Group's carrying amount of accounts receivable as of December 31, 2016, 2017 and 2018.

Recent accounting pronouncements

In November 2015, the Financial Accounting Standard Board ("FASB") issued ASU No. 2015-17, "Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes" ("ASU 2015-17"). The FASB issued ASU 2015-17 as part of its ongoing Simplification Initiative, with the objective of reducing complexity in accounting standards. The amendments in ASU 2015-17 require entities that present a classified balance sheet to classify all deferred tax liabilities and assets as a noncurrent amount. This guidance does not change the offsetting requirements for deferred tax liabilities and assets, which results in the presentation of one amount on the balance sheet. Additionally, the amendments in ASU 2015-17 align the deferred income tax presentation with the requirements in International Accounting Standards (IAS) 1, Presentation of Financial Statements. The guidance is effective for public entities for annual periods beginning after December 15, 2016, and interim periods within those annual periods with early adoption being permitted. The Group early adopted this guidance on January 1, 2016. The adoption of this guidance did not have a material impact on the Group's financial position, results of operations or cash flows.

In January 2016, the FASB issued ASU 2016-01, "Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities" This guidance revises the accounting related to the classification and measurement of investments in equity securities as well as the presentation for certain fair value changes in financial liabilities measured at fair value, and amends certain disclosure requirements. The guidance requires that all equity investments, except those accounted for under the equity method of accounting or those resulting in the consolidation of the investee, be accounted for at fair value with all fair value changes recognized in income. For financial liabilities measured using the fair value option, the guidance requires that any change in fair value caused by a change in instrument-specific credit risk be presented separately in other comprehensive income until the liability is settled or reaches maturity. The guidance is effective for interim and annual reporting periods in fiscal years beginning after December 15, 2017, with early adoption permitted for certain provisions. A reporting entity would generally record a cumulative-effect adjustment to beginning retained earnings as of the beginning of the first reporting period in which the guidance is adopted. The Group adopted ASU 2016-01 on January 1, 2018 and the adoption did not have a material impact on the Group's consolidated financial statements and the related disclosures.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2016, 2017 AND 2018

(Amounts in thousands except for number of shares and per share data, or otherwise noted)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

measured at the present value of the lease payments. For operating leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election not to recognize lease assets and liabilities. For public companies, the guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early application of the guidance is permitted. In July 2018, ASU 2016-02 was updated with ASU No. 2018-11, Targeted Improvements to ASC 842, which provides entities with relief from the costs of implementing certain aspects of the new leasing standard. Specifically, under the amendments in ASU 2018-11, (1) entities may elect not to recast the comparative periods presented when transitioning to ASC 842 (the "optional transition method") and (2) lessors may elect not to separate lease and nonlease components when certain conditions are met. Before ASU 2018-11 was issued, transition to the new lease standard required application of the new guidance at the beginning of the earliest comparative period presented in the financial statements. The Group will adopt the new lease standard using the optional transition method as of January 1, 2019. The Group has evaluated the effect of the adoption of this ASU and expects the adoption will result in an increase in the assets and liabilities on the consolidated balance sheet for the operating leases and will have an insignificant impact on the consolidated statements of operations.

In March, 2016, the FASB issued a new pronouncement ASU 2016-09, Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting, which is intended to improve the accounting for employee share-based payments and affect all organizations that issue share-based payment awards to their employees. Several aspects of the accounting for share-based payment award transactions are simplified, including: (a) income tax consequences; (b) classification of awards as either equity or liabilities; and (c) classification on the statement of cash flows. Additionally, under ASU 2016-09, an election can be made to reduce share-based compensation expense for forfeitures as they occur instead of estimating forfeitures that are expected to occur. For public companies, the amendments are effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is permitted. The Group decided to early adopt ASU 2016-09 in 2016. In connection with the adoption of this standard, the Group elected to no longer apply an estimated forfeiture rate and instead accounted for forfeitures as they occur. Accordingly, the Group applied the full retrospective adoption approach, which did not result in any material difference to the consolidated financial statements.

In June, 2016, the FASB issued a new pronouncement ASU 2016-13, Financial Instruments—Credit Losses (Topic 326):Measurement of Credit Losses on Financial Instruments, which is intended to improve financial reporting by requiring timelier recording of credit losses on loans and other financial instruments held by financial institutions and other organizations. The ASU requires the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Financial institutions and other organizations will now use forward-looking information to better inform their credit loss estimates. Many of the loss estimation techniques applied today will still be permitted, although the inputs to those techniques will change to reflect the full amount of expected credit losses. Organizations will continue to use judgment to determine which loss estimation method is appropriate for their circumstances. The ASU requires enhanced disclosures to help investors and other financial statement users better understand significant estimates and judgments used in estimating credit losses,

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2016, 2017 AND 2018

(Amounts in thousands except for number of shares and per share data, or otherwise noted)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

as well as the credit quality and underwriting standards of an organization's portfolio. These disclosures include qualitative and quantitative requirements that provide additional information about the amounts recorded in the financial statements. In addition, the ASU amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration. The ASU is effective for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early application will be permitted for all organizations for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Group is in the process of evaluating the impact that this guidance will have on its consolidated and combined financial statements.

In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (230): Restricted Cash. The amendments in this Update require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. For public business entities, the amendments in this update are effective for fiscal years beginning after December 15, 2017, and interim periods within those annual periods. Earlier adoption is permitted. The amendments in this Update should be applied using a retrospective transition method to each period presented. The Group elected to early adopt this guidance on a retrospective basis and have applied the changes to the consolidated statements of cash flows during the years ended December 31, 2016 and December 31, 2017.

In May 2017, the FASB issued ASU 2017-09, "Compensation—Stock Compensation (Topic 718), Scope of Modification Accounting", which clarifies and reduces both (1) diversity in practice and (2) cost and complexity when applying the guidance in Topic 718, to a change to the terms or conditions of a share-based payment award. The amendments are effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years, with early adoption is permitted. The amendments should be applied prospectively to modifications that occur on or after the adoption date. The Group adopted this standard in January 2018 and the adoption did not have a significant impact on its consolidated financial statements.

In June 2018, the FASB issued ASU 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, which more closely aligns the accounting for share-based payments to nonemployees with the guidance for employees. The ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018, with early adoption permitted. The Group does not expect the adoption of this standard will have a material impact on its consolidated financial statements.

In October 2018, the FASB issued ASU 2018-17, Consolidation (Topic 810): Targeted Improvements to the Related Party Guidance for Variable Interest Entities. ASU 2018-17 changes how entities evaluate decisionmaking fees under the variable interest entity guidance. To determine whether decision-making fees represent a variable interest, an entity considers indirect interests held through related parties under common control on a proportional basis, rather than in their entirety. This guidance will be adopted using a retrospective approach and is effective for the Group on January 1, 2020. The Group is evaluating the effect that adoption of this guidance will have on its consolidated financial statements and related disclosures.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2016, 2017 AND 2018

(Amounts in thousands except for number of shares and per share data, or otherwise noted)

3. DISPOSAL/DECONSOLIDATION OF SUBSIDIARIES

Disposal of Shenzhen Chaoneng

As a subsidiary of the Group, Shenzhen Chaoneng Information Technology Co., Ltd. ("Shenzhen Chaoneng") provide customer referral services to companies with in the Group.

On July 26, 2017, pursuant to a share purchase agreement, the Group transferred 100% ownership interest in Shenzhen Chaoneng to third parties in return for cash consideration of RMB0.1. As a result, the Group lost control over Shenzhen Chaoneng. A disposal gain of RMB15,021 was recognized, which is the difference between the disposal consideration of RMB0.1 and the carrying value in Shenzhen Chaoneng, amounted to net liabilities of RMB15,021.

Deconsolidation of Shenzhen Boya

Shenzhen Boya Chengxin Financial Service Limited ("Shenzhen Boya") is engaged in providing consumer finance services based on artificial intelligence and block chain technology.

On January 2016, Jiufu Shuke acquired 51% equity interest in Shenzhen Boya. On September 27, 2017, Shenzhen Boya issued equity interests to new shareholders, thereby diluted Jiufu Shuke's ownership percentage from 51% to 40%. Such transaction was accounted for as a disposal of business. The Group re-measured its remaining 40% equity interests in Shenzhen Boya at fair value amounted to RMB289,831 on the disposal date with a disposal loss of RMB23,156. The Group accounts for it remaining equity interest of 40% in Shenzhen Boya as an equity method investment going forward as the Group no longer controls Shenzhen Boya but can still exercise significant influence.

4. BUSINESS ACQUISITIONS

In 2016 and 2017, the Group completed several business combinations to complement its existing businesses. There was no business combination in 2018. Total consideration for these acquisitions amounted to RMB35,850 and RMB33,581, respectively, which were paid in cash. Goodwill recognized in these acquisitions were RMB10,370 and RMB2,704 during the years ended December 31, 2016 and 2017, respectively.

The Group completed the valuations necessary to assess the fair values of the tangible and intangible assets acquired and liabilities assumed and the fair value of non-controlling interests, resulting from which the amount of goodwill was determined and recognized as of the respective acquisition dates. The following table summarizes the aggregated fair values of the assets acquired,

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2016, 2017 AND 2018

(Amounts in thousands except for number of shares and per share data, or otherwise noted)

4. BUSINESS ACQUISITIONS (Continued)

liabilities assumed and the non-controlling interest arising from acquisitions as of the respective dates of acquisition:

	Year ended December 31

	2016			2017
				RMB
Cash acquired		15,050			2,960
Property and equipment		459			503
Intangible assets—brokerage licenses		17,589			31,501
Goodwill		10,370			2,704
Other assets		139,307			51,331

Total assets acquired		182,775			88,999

Current liabilities		(139,618	)		(48,459	)
Deferred tax liabilities		(2,902	)		(6,959	)

Total liabilities assumed		(142,520	)		(55,418	)

Net assets acquired		40,255			33,581



Non-controlling interest arising from acquisitions		4,405			—

Neither the results of operations since the acquisition dates nor the pro forma results of operations of the acquirees were presented because the effects of these business combinations, individually and in the aggregate, were not significant to the Group's consolidated results of operations.

5. LOAN RECEIVABLES



Loan receivables	84,770	126,200	593,943

Total	84,770	126,200	593,943

In 2016, the Group has extended interest-free loans to several third party borrowers totaling RMB85 million. The terms of loans ranged from 2 months to 2 years. During the year ended Decemeber 31, 2017, RMB55 million was repaid to the Group with the remaining loans repaid to the Group in 2018.

In 2017, the Group has extended interest-free loans to several third party borrowers totaling RMB130 million. The term of the loans ranged from 1 month to 1 year. During the year ended Decmeber 31, 2017, RMB34 million was repaid to the Group, and the remaining loan receivables were repaid in full to the Group in 2018.

In April 2018, the Group entered into several loan agreements with Zhongguo Factoring (Shenzhen) Co., Ltd. ("Zhongguo Factoring"), a third party borrower, with total loans amounting to RMB1,431.8 million. The loans bear interest rates ranging from 4.35% to 10% per annum. The terms

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2016, 2017 AND 2018

(Amounts in thousands except for number of shares and per share data, or otherwise noted)

5. LOAN RECEIVABLES (Continued)

of loans ranged from 3 months to 2 years. During the year ended Decmeber 31, 2018, RMB860.0 million was repaid to the Group.

As the Group believes the loans are fully collectible given the repayment history and financial conditions of these borrowers, there were no allowance for loan loss recorded for these loan receivables at December 31, 2016, 2017 and 2018.

As of December 31, 2016, 2017 and 2018, all of the loan receivables outstanding were current with its payment.

Interest-earning loan receivables are in non-accrual bases if loans are past due for more than 90 days. As of December 31, 2016, 2017 and 2018, there were no loan receivables in non-accrual bases.

The fair value of loan receivables was RMB83,389, RMB125,251 and RMB617,618 as of December 31, 2016, 2017 and 2018. The fair value of loan receivables is estimated as present value of the loans using market interest rates. These loan receivables are categorized in Level 2 of the fair value hierarchy.

6. PREPAID EXPENSE AND OTHER ASSETS



Deposits ⁽ⁱ⁾	88,372	96,975	102,155
Advances to suppliers	2,656	276,150	289,679
Segregated bank balances held on behalf of customers ⁽ⁱⁱ⁾	32,065	20,024	47,497
Prepaid taxes	775	78,338	85,486
Prepaid service fee	7,415	37,443	8,869
Others	8,235	15,391	9,402

Total	139,518	524,321	543,088

(i): Deposits mainly include rent deposits and deposits to third-party vendors.
(ii): The Group's subsidiary, 9F Primasia Securities Limited ("9F Primasia") receives funds from investors for purpose of buying or selling securities on behalf of its customers. The funds are deposited in 9F Primasia bank account restricted only for the use of purchasing securities on behalf of the investors and the use of the funds within this account are monitored by the bank. Such bank balance represents an asset of the Group for the amounts due to customers for the segregated bank balance held and payable to customers on demand. The Group also recognizes a corresponding liability for the same amount.

7. FAIR VALUE OF ASSETS AND LIABILITIES

For a description of the fair value hierarchy and the Group's fair value methodologies, see "Note 2—Summary of Significant Accounting Policies."

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2016, 2017 AND 2018

(Amounts in thousands except for number of shares and per share data, or otherwise noted)

7. FAIR VALUE OF ASSETS AND LIABILITIES (Continued)

Financial instruments recorded at fair value

1) Assets and Liabilities Recorded at Fair Value

The Group does not have assets or liabilities measured at fair value on a non-recurring basis.

The following tables present the fair value hierarchy for assets and liabilities measured at fair value on a recurring basis subsequent to initial recognition:

December 31, 2016	Level 1		Level 2		Level 3		Balance at Fair Value

	RMB		RMB		RMB		RMB
Assets
Available-for-sale investment		—		—		34,918		34,918

Total Assets		—		—		34,918		34,918

December 31, 2017

Assets
Available-for-sale investment	—	—	33,753	33,753

Total Assets	—	—	33,753	33,753

December 31, 2018

Assets
Available-for-sale investment	—	—	34,476	34,476

Total Assets	—	—	34,476	34,476

The Group did not transfer any assets or liabilities in or out of level 3 during the years ended December 31, 2016, 2017 and 2018.

The Group's available-for-sale investment consists of a convertible note receivable from a third-party private company and its fair value is measured on a recurring basis based on the binomial model using significant unobservable inputs disclosed below. The Group classified the valuation technique that use these inputs as Level 3 measurement.

2) Significant Unobservable Inputs

Financial Instrument	Unobservable Input

Available-for-sale investment	Discounted rates	6.61	%
	Volatility of underlying	12.58	%
	Cumulative redemption rate	12.00	%
	Cumulative prepayment rates	6.00	%

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2016, 2017 AND 2018

(Amounts in thousands except for number of shares and per share data, or otherwise noted)

7. FAIR VALUE OF ASSETS AND LIABILITIES (Continued)

Financial Instruments Not Recorded at Fair Value

Financial instruments, including cash and cash equivalents, restricted cash, term deposits, accounts receivable, other receivables, loan receivables prepaid expenses and other assets, accrued expenses and other liabilities and amounts due from/to related parties are not recorded at fair value. The fair values of these financial instruments, other than loan receivables, are approximate their carrying value reported in the consolidated balance sheets due to the short term nature of these assets and liabilities. The fair value of loan receivables is disclosed in Note 5.

8. LONG-TERM INVESTMENTS

	Equity securities without readily determinable fair value			Equity method investments			Available for sales investment			Total

	RMB			RMB			RMB			RMB
Balance at December 31, 2015		39,433			8,922			—			48,355
Additions		47,515			4,100			34,715			86,330
Share of profit in equity method investments		—			15,047			—			15,047
Unrealized gains recorded in accumulated other comprehensive income		—			—			194			194
Foreign currency translation adjustment		1,396			697			9			2,102

Balance at December 31, 2016		88,344			28,766			34,918			152,028

Additions		94,150			89,790			—			183,940
Shenzhen Boya		—			115,932			—			115,932
Share of profit in equity method investments		—			64,701			—			64,701
Unrealized gains recorded in accumulated other comprehensive income		—			—			1,071			1,071
Foreign currency translation adjustment		(1,736	)		(3,964	)		(2,236	)		(7,936	)

Balance at December 31, 2017		180,758			295,225			33,753			509,736

Additions		437,373			63,718			—			501,091
Disposal		—			(2,035	)		—			(2,035	)
Share of loss in equity method investments		—			(41,143	)		—			(41,143	)
Impairment		(23,140	)		—			—			(23,140	)
Unrealized losses recorded in accumulated other comprehensive income		—			—			(1,146	)		(1,146	)
Foreign currency translation adjustment		6,755			671			1,869			9,295
Change in fair value		1,500			—			—			1,500
Reclassification of equity securities without readily determinable fair value from equity method investment		96,501			(96,501	)		—			—

Balance at December 31, 2018		699,747			219,935			34,476			954,158

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2016, 2017 AND 2018

(Amounts in thousands except for number of shares and per share data, or otherwise noted)

8. LONG-TERM INVESTMENTS (Continued)

Equity securities without readily determinable fair value

The following table sets forth the Company's equity securities without readily determinable fair value:

	December 31, 2016		December 31, 2017		December 31, 2018

	RMB		RMB		RMB
Nanjing Banghang Information Consulting Limited ("Nanjing Banghang") ⁽ⁱ⁾		31,236		31,236		281,236
Shanghai Xinzheng financial information consulting Co., Ltd. ⁽ⁱⁱ⁾		—		—		129,786
WeCash Holdings Ltd. (Cayman) ⁽ⁱⁱⁱ⁾		—		—		106,235
EZhou Rural Commercial Bank		—		40,000		40,000
Dawanjia Inc.		—		34,306		34,306
BitPay, Inc. (Delaware) ^(iv)		—		—		27,472
GoopalGroup ^(v)		—		—		18,681
Shenzhen lingxian Internet financial service Co., Ltd. ("Shenzhen Lingxian")		—		3,000		—
Others ^(vi)		57,108		72,216		62,031

Total		88,344		180,758		699,747

(i): In March 2018, the Group purchase an additional 21.28% equity interest of Nanjing Banghang for a cash consideration of RMB 250,000. The Group held a 30.53% equity interest as of December 31, 2018. The investments contains various right, protection, and a liquidation preference. The investment is accounted for under the equity securities without readily determinable fair value of accounting as it is not considered to be in-substance common stock. No impairment existed at December 31, 2018, 2017 and 2016, and there were no observable price changes for the year ended December 31, 2018.
(ii): In September 2018, the Group purchased a 15% equity interest of Shanghai Xinzheng Financial Information Consulting Co., Ltd. for a total consideration of RMB 129,786. The Group held a 15% equity interest as of December 31, 2018. No impairment existed at December 31, 2018 and there were no observable price changes for the year ended December 31, 2018.
(iii): In December 2014, the Group subscribed to 3,579,000 ordinary shares of WeCash for a cash consideration of RMB 6,500. The Group held 24.90%, 22.17% and 19.30% equity interest as of December 31, 2016, 2017 and 2018, respectively. The Group recognized its share of profit in WeCash of RMB15,288, RMB 80,236 and RMB 2,261 for the year ended December 31, 2016, 2017 and 2018, respectively. In February 2018, due to issuance of equity interests to new shareholders, the Group's equity interest in WeCash was diluted from 22.17% to 19.86% and lost its ability to exercise significance influence. The investment in WeCash was accounted for under equity method prior to the dilution in the Group's equity interest. The investment is accounted for under the equity securities without readily determinable fair value of accounting upon the cessation of the Group's significant influence in February 2018. No impairment existed at December 31, 2018, 2017 and 2016, and there were no observable price changes for the year ended December 31, 2018.
(iv): In March 2018, the Group acquired a 1.11% of equity interest in BitPay, Inc. (Delaware) for a cash consideration of US$ 4,000. The Group held 1.11% equity interest as of December 31, 2018. No impairment existed at December 31, 2018, and there were no observable price changes for the year ended December 31, 2018.
(v): In January 2018, the Group purchased a 1.94% equity interest in Goopal Group for a cash consideration of USD 2,720. The Group held 1.94% equity interest as of December 31, 2018. No impairment existed at December 31, 2018 and there were no observable price changes for the year ended December 31, 2018.
(vi): Other investments represent several insignificant investments as of December 31, 2016, 2017 and 2018. Impairment losses of nil, nil and RMB 23,140 were reported in consolidated statements of operations for the years ended December 31, 2016, 2017 and 2018 related to investments in Shanghai Wujiu Information Technology Company Limited ("Shanghai Wujiu") and Ofo International Limited ("OFO"). The Group determined that Shanghai Wujiu and OFO had encountered going concern issues due to their working capital deficiencies and poor operating results. As a result, the Group fully impaired the investments during the year ended December 31, 2018.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2016, 2017 AND 2018

(Amounts in thousands except for number of shares and per share data, or otherwise noted)

8. LONG-TERM INVESTMENTS (Continued)

Equity method investments

	December 31, 2016		December 31, 2017		December 31, 2018

	RMB		RMB		RMB
WeCash Holdings Ltd. (Cayman) ("WeCash")		22,485		98,740		—
Xianhua Information Technology (Beijing) Limited ("Xianhua") ⁽ⁱ⁾		—		21,503		21,590
CSJ Golden Bull (Beijing) Investment Consulting Co., Ltd ("CSJ Golden Bull") ⁽ⁱⁱ⁾		—		39,620		33,439
Shenzhen Boya Chengxin Financial Service Limited ⁽ⁱⁱⁱ⁾ ("Shenzhen Boya")		—		102,177		71,531
Yoquant Technology (Beijing) Limited ("Yoquant") ^(iv)		—		14,409		12,891
Suzhou Qingyu Technology Limited ("Suzhou Qingyu") ^(v)		—		8,790		23,707
Shenzhen Lingxian ^(vi)		—		—		36,484
Others		6,281		9,986		20,293

Total		28,766		295,225		219,935

(i): In March 2017, the Group purchased an equity interest in Xianhua Information Technology (Beijing) Limited for a total cash consideration of RMB 20,000. The Group held 20% equity interest as of December 31, 2017 and 2018 and recognized its share of profit of RMB 1,503 and RMB 87 for the years ended December 31, 2017 and 2018, respectively.
(ii): In September 2017, the Group purchased an equity interest of CSJ Golden Bull for a total cash consideration of RMB 40,900. The Group held a 25% equity interest as of December 31, 2017 and 2018 and recognized its share of loss of RMB 1,280 and RMB 6,181 for the years ended December 31, 2017 and 2018, respectively.
(iii): In January 2016, the Group purchased a 51% equity interest in Shenzhen Boya for a cash consideration RMB nil. On September 27, 2017, due to additional capital funding provided by outside investor, the Group's ownership percentage was diluted to 40% and loss control of Shenzhen Boya. The Group held 40% equity interest as of December 31, 2017 and 2018 and recognized its share of loss of RMB 13,755 and RMB 30,646 for the years ended December 31, 2017 and 2018, respectively.
(iv): In June 2017, the Group entered into an agreement to purchase 21.07% capital of Yoquant for a total consideration of RMB 15,440. The Group held 21.07% equity interest as of December 31, 2017 and 2018 and recognized its share of loss of RMB 1,031 and RMB 1,518 for the years ended December 31, 2017 and 2018, respectively.
(v): In July 2017, the Group purchased a 20% equity interest in Suzhou Qingyu for a total consideration of RMB 10,000. The Group's shareholding percentage decreased from 20% to 9.88% due to the issuance of equity interests to new shareholder. In June 2018, the Group purchased 3.15% equity interests of Suzhou Qingyu for a total consideration of RMB 20,000. The Group held a 13.03% equity interest as of December 31, 2018 and have ability to exercise significance influence. The Group recognized its share of loss of RMB 1,210 and RMB 5,083 for the years ended December 31, 2017 and 2018.
(vi): In March 2016, the Group entered into an agreement to purchase 5% equity interest of Shenzhen Lingxian for a total consideration of RMB 3,000 and the investment was accounted for at cost. In early 2018, the Group recorded a RMB 1,500 fair value increase as a result of observable price changes for an identical investment. In March 2018, the Group purchased an additional 23.75% equity interest of Shenzhen Lingxian for a total cash consideration of RMB 30,000. The Group held a 28.75% equity interest as of December 31, 2018. The Group recognized its share of profit of RMB 1,984 for the year ended December 31, 2018.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2016, 2017 AND 2018

(Amounts in thousands except for number of shares and per share data, or otherwise noted)

9. PROPERTY, EQUIPMENT AND SOFTWARE, NET

	December 31, 2016			December 31, 2017			December 31, 2018

	RMB			RMB			RMB
Office building		—			18,944			19,470
Computer and electronic equipment		16,242			19,389			29,145
Furniture and office equipment		3,221			4,474			9,559
Leasehold improvements		7,942			8,084			30,772
Software		4,775			24,051			32,903

Total property and equipment		32,180			74,942			121,849
Accumulated depreciation and amortization		(12,113	)		(20,273	)		(35,582	)

Property, equipment, net		20,067			54,669			86,267

Depreciation and amortization expense on property, equipment and software for the years ended December 31, 2016, 2017 and 2018 were RMB8,924, RMB 10,014 and RMB 16,123, respectively.

10. INTANGIBLE ASSETS, NET

	December 31, 2016			December 31, 2017			December 31, 2018

	RMB			RMB			RMB
Brokerage licenses		18,310			48,309			49,875

Total Intangible assets		18,310			48,309			49,875
Accumulated amortization		(458	)		(2,255	)		(5,142	)

Intangible assets, net		17,852			46,054			44,733

The amortization periods range from 10 years to 20 years. Amortization expense on intangible assets for the years ended December 31, 2016, 2017 and 2018 were RMB438, RMB 1,874 and RMB 2,640, respectively.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2016, 2017 AND 2018

(Amounts in thousands except for number of shares and per share data, or otherwise noted)

11. ACCRUED EXPENSES AND OTHER LIABILITIES

	December 31, 2016		December 31, 2017		December 31, 2018

	RMB		RMB		RMB
Accrued advertising and marketing fee		148,106		527,250		435,514
Payables related to services fee and others		52,772		152,805		155,622
Amounts due to customers for the segregated bank balances held on their behalf		32,065		20,024		47,497
Payable to guarantee company ⁽ⁱ⁾		145,879		671		—
Deposits		6,505		7,943		10,697
Value added tax and surcharges		96,607		56,739		23,884
Others		18,666		30,015		72,093

Total accrued expenses and other current liabilities		500,600		795,447		745,307

(i): In August 2016, the Group launch an "investors' protection plan" to replace the former quality assurance program. Payable to guarantee company reflects the balance of the quality assurance fund that has not been transferred to the depository account opened by Nanfeng Guarantee as of the balance sheet dates.

12. RELATED PARTY BALANCES AND TRANSACTIONS

The Group accounts for related party transactions based on various services agreements. Below summarizes the major related parties and their relationships with the Group, and the nature of their services provided to/by the Group:

Name of related parties	Relationship with the Group	Major transaction with the Group

Beijing Jiufu Weiban Technology Limited ("9F Weiban")	Equity method investee	Consulting services and related party loans
Beijing WeCash Qiyi Technology Limited ("WeCash Qiyi")	Equity method investee (until February 2018)	Borrower acquisition and referral services
Huoerguosi Wukong Digital Technology Limited ("Huoerguosi")	Entity controlled by Sun, Lei until November 2018	Advertising services
WeCash Xiangshan Information Technology Limited ("WeCash Xiangshan")	Subsidiary of equity method investee	Credit inquiry services
Shenzhen Boya	Equity method investee	Borrower acquisitioin and referral services
Kashi Boya Chengxin Internet Technology Limited ("Kashi Boya")	Subsidiary of equity method investee	Borrower acquisition and referral services
Shenzhen Lingxian	Equity method investee	Prepayment for merchandise
Shanghai Jiutai Financial Information Services Limited ("Shanghai Jiutai")	Entity controlled by Liu, Lei	Related party loan

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2016, 2017 AND 2018

(Amounts in thousands except for number of shares and per share data, or otherwise noted)

12. RELATED PARTY BALANCES AND TRANSACTIONS (Continued)

Name of related parties	Relationship with the Group	Major transaction with the Group

CSJ Golden Bull	Equity method investee	Investors acquisition, referral Services, and related party loan
Beijing Shunwei Wealth Technology Limited ("Beijing Shunwei")	Equity method investee	Borrower acquisition and referral services
Beijing Jiujia Wealth Management Limited ("Beijing Jiujia")	Equity method investee (until January 2018)	Investors acquisition and referral services and related party loans
Yoquant	Equity method investee	Consulting services
Zhejiang Lingchuang Food Limited	Subsidiary of equity method investee	Deposit
Qu, Jiachun	Principal shareholder of the Group	Related party loan
Ren, Yifan	Director of the Group	Related party loan
Liu, Lei	Chief Risk Officer of the Group	Related party loan
Zhuhai Hengqin Flash Cloud Payment Information Technolgy Limited ("Zhuhai Hengqin Payment")	Entity controlled by Sun, Lei	Payment processing service
Huoerguosi Flash Cloud Payment Information Technology Limited ("Huoerguosi Payment")	Entity controlled by Sun, Lei	Payment processing service
Nanjing Banghang	Investee with significant influence	Borrower acquisition and referral services purchased by the Group, and consulting service provided to Nanjing Banghang by the Group
Chen, Lixing	Vice President	Related party loan
Nine F Capital Limited ("Nine F")	Entity owned by Lei, Sun	Related party loan
Lin, Yanjun	Chief Financial Officer of the Group	Related party loan
Sun, Lei	Chief Executive Officer of the Group	Related party loan

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2016, 2017 AND 2018

(Amounts in thousands except for number of shares and per share data, or otherwise noted)

12. RELATED PARTY BALANCES AND TRANSACTIONS (Continued)

Details of related party balances and transactions as of and for the years ended December 31, 2016, 2017 and 2018 are as follows:

(1) Services provided by related parties

	Year ended December 31, 2016		Year ended December 31, 2017		Year ended December 31, 2018

	RMB		RMB		RMB
Consulting services:
9F Weiban		11,566		944		—
Investors and borrower acquisition and referral services:
Beijing Jiujia		125,928		334,309		9,965
WeCash Qiyi		38,934		3,892		—
Beijing Shunwei		3,408		5,283		5,133
Kashi Boya		—		73,575		—
Shenzhen Boya		—		—		9,781
Nanjing Banghang		—		—		12,890

Subtotal		168,270		417,059		37,769
Credit inquiry services:
WeCash Xiangshan		—		4,034		427

Payment processing service:
Zhuhai Hengqin Payment		—		20,048		17,808
Huoerguosi Payment		—		56,620		20,504

Subtotal		—		76,668		38,312
Others		3		116		261

Total		179,839		498,821		76,769

(2) Services provided to related parties

	Year ended December 31, 2016		Year ended December 31, 2017		Year ended December 31, 2018

	RMB		RMB		RMB
Beijing Shunwei		3,979		3		3,941
Nanjing Banghang		—		—		26,386
Kashi Boya		—		—		4,495
Others		—		78		179

Total		3,979		81		35,001

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2016, 2017 AND 2018

(Amounts in thousands except for number of shares and per share data, or otherwise noted)

12. RELATED PARTY BALANCES AND TRANSACTIONS (Continued)

(3) Amounts due from related parties

	December 31, 2016		December 31, 2017		December 31, 2018

	RMB		RMB		RMB
Nine F ⁽ⁱ⁾		—		—		137,510
Beijing Shunwei		4,214		4,214		5,378
Beijing Jiujia		15,850		11,350		—
9F Weiban		2,050		2,050		2,050
Huoerguosi		—		9		—
Liu, Lei		620		620		—
Shanghai Jiutai		2,113		2,113		—
Lin, Yanjun		—		—		200
Chen, Lixing		—		—		100
Nanjing Banghang		—		—		900
Shenzhen Lingxian		—		—		20
Sun Lei		—		—		115

Total		24,847		20,356		146,273

(i): On April 20, 2018, the Company extended a loan to Nine F of US$20 million with term of 3 years and an interest rate equals US dollar deposit rate for the same period as published by Bank of China. The purpose of the loan is to finance the purchase by Lei Sun of the ordinary shares of 9F Inc. from Yifan Ren, one of the Founders of the Company.

(4) Amounts due to related parties

	December 31, 2016		December 31, 2017		December 31, 2018

	RMB		RMB		RMB
Zhuhai Hengqin Payment		—		2,523		716
Huoerguosi Payment		—		26,372		6,437
Beijing Jiujia		3,166		2,658		—
WeCash Qiyi		516		516		—
Qu, Jiachun		300		300		300
Ren, Yifan		700		700		700
Zhejiang Lingchuang Food Limited		—		—		10
Nanjing Banghang		—		—		2,960
Beijing Shunwei		—		—		338
Shenzhen Boya		—		—		3,245

Total		4,682		33,069		14,706

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2016, 2017 AND 2018

(Amounts in thousands except for number of shares and per share data, or otherwise noted)

13. INCOME TAXES

9F Inc. is a company incorporated in the Cayman Islands. Under the current laws of the Cayman Islands, it is not subject to tax on either income or capital gain.

Under the current Hong Kong Inland Revenue Ordinance, Jiufu Financial Information Servie Limited is subject to 16.5% income tax on its taxable income generated from operations in Hong Kong.

Under the PRC Enterprise Income Tax Law (the "EIT Law"), the Group's subsidiaries and VIEs domiciled in the PRC are subject to 25% statutory rate unless they are qualified for preferential income tax rate status in accordance with the EIT Law. Certain of the Group's PRC subsidiaries and VIEs enjoy a preferential income tax rate of 15% or 20% under the EIT Law. A "high and new technology enterprise" is entitled to a favorable income tax rate of 15% and such qualification is reassessed by relevant governmental authorities every three years. In December 2016, Beijing Muyu Technology Development Co., Ltd. ("Beijing Muyu"), a subsidiary of Beijing Jiufu Puhui Information Technology Co., Ltd. ("Jiufu Puhui"), was qualified as a "high and new technology enterprise" and thus enjoyed a preferential income tax rate of 15% for 2016, 2017 and 2018. It would continue to enjoy such preferential income tax rate in 2019, provided it continues to meet the standards for "high and new technology enterprise". In 2017, each of Jiufu Shuke, Jiufu Lianyin, Jiufu Puhui and Jiufu Wukong (Beijing) Technology Co., Ltd. ("Jiufu Wukong"), a subsidiary of Jiufu Shuke, was qualified as a "high and new technology enterprise" and thus enjoyed a preferential income tax rate of 15% for 2017 and 2018. They would enjoy a preferential income tax rate of 15% for 2019, provided they continue to meet the standards for "high and new technology enterprise". In 2018, Yisi Hudong (Beijing) Technology Co.,Ltd. ("Yisi Hudong"), a subsidiary of Jiufu Puhui, was qualified as a "high and new technology enterprise" and thus enjoyed a preferential income tax rate of 15% for 2018. They would enjoy a preferential income tax rate of 15% for 2019 and 2020, provided they continue to meet the standards for "high and new technology enterprise". In addition, Zhuhai Hengqin Jiufu Technology Co., Ltd. ("Zhuhai Hengqin") has been recognized as an enterprise of encouraged industries in the Hengqin New Area of Guangdong Province and enjoyed a preferential income tax rate of 15% for 2016, 2017 and 2018. Zhuhai Jiufu Xiaojin Technology Co., Ltd. ("Zhuhai Xiaojin") has been recognized as an enterprise of encouraged industries in the Hengqin New Area of Guangdong Province and enjoyed a preferential income tax rate of 15% for 2017 and 2018. Shenzhen Boya has been recognized as encouraged industries in the Qianhai Shenzhen-Hong Kong modern service industry cooperation area of Guangdong Province and enjoyed a preferential income tax rate of 15% for 2017. Xizang Jiufu Dingdang Information Technology Co., Ltd. ("Jiufu Dingdang") has been recognized as encouraged industries in the Tibet autonomous region and enjoyed a preferential income tax rate of 15% for 2017 and 2018, the income tax shared by Tibet autonomous region was temporarily exempted. Each of Xinjiang Teyi Shuke Information Technology Co., Ltd. ("Xinjiang Shuke", formerly known as Xinjiang Jiufu Onecard Information Technology Co., Ltd.), Kashi Boya Chengxin Internet Technology Limited ("Kashi Boya") and Xinjiang Jiufu Chaoneng Information Technology Co., Ltd. ("Jiufu Chaoneng"), a subsidiary of Shenzhen Chaoneng has been recognized as encouraged industries in the Xinjiang Kashgar Special Economic Development Area and enjoyed a five-years exemption from enterprise income tax from 2017 to 2021. Huoerguosi Lexiangyiyang Technology Limited ("Lexiangyiyang") has been recognized as encouraged industries in the Huoerguosi Special Economic Development Area and enjoyed a five years exemption from enterprise income tax from 2017 to 2021.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2016, 2017 AND 2018

(Amounts in thousands except for number of shares and per share data, or otherwise noted)

13. INCOME TAXES (Continued)

Liangzi (Tianjin) Finance Lease Limited ("Liangzi") is was qualified as a "small enterprises with low profits" and thus enjoyed a preferential income tax rate of 20% for 2016, 2017 and 2018.

The current and deferred components of the income tax expense which were substantially attributable to the Group's PRC subsidiaries and VIEs and VIEs' subsidiaries, are as follows:

	Year ended December 31, 2016			Year ended December 31, 2017			Year ended December 31, 2018

	RMB			RMB			RMB
Current tax		320,007			409,657			376,177
Deferred tax		(48,875	)		(57,225	)		26,226

Total		271,132			352,432			402,403

The reconciliation of income tax expense at statutory tax rate to income tax expense recognized is as follows (in thousands):

	Year ended December 31, 2016			Year ended December 31, 2017			Year ended December 31, 2018

	RMB			RMB			RMB
Income before income tax expenses		417,711			1,011,484			2,418,729
Statutory tax rate in the PRC		25	%		25	%		25	%
Income tax expense at statutory tax rate		104,428			252,871			604,682
Non-deductible expenses ⁽ⁱ⁾		209,479			77,735			19,526
Change in valuation allowance		11,505			22,384			20,980
Effect of tax holiday and preferential tax rate		(79,469	)		(527,178	)		(375,632	)
Share-based compensation expenses		27,607			545,126			127,041
Effect of different tax rates of subsidiaries operating in other jurisdictions		(2,418	)		(18,506	)		5,806

Income tax expense		271,132			352,432			402,403

(i): The amount included in non-deductible expenses is as follows:

	Year ended December 31, 2016		Year ended December 31, 2017		Year ended December 31, 2018

	RMB		RMB		RMB
Non-deductible expenses—accrued quality assurance fund		202,415		—		—
Non-deductible expenses—excessive advertising fees		—		72,713		2,927
Other non-deductible expenses		7,064		5,022		16,599

Total		209,479		77,735		19,526

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2016, 2017 AND 2018

(Amounts in thousands except for number of shares and per share data, or otherwise noted)

13. INCOME TAXES (Continued)

The aggregate amount and per ordinary share effect of the tax holiday and preferential tax rate are as follows:

	December 31, 2016		December 31, 2017		December 31, 2018

	RMB		RMB		RMB
The aggregate amount of tax holiday and preferential tax rate		79,469		527,178		375,632
The aggregate effect on basic and diluted net income per ordinary share:
—Basic		64.14		423.73		230.91
—Diluted		59.17		380.73		202.24

The tax effects of temporary differences that gave rise to the deferred tax balances are as follows:

	December 31, 2016			December 31, 2017			December 31, 2018

	RMB			RMB			RMB
Deferred revenue		19,252			50,203			36,834
Accrued expenses		25,102			56,752			55,110
Allowance for doubtful accounts		6,933			4,159			4,335
Net operating loss carry forward		15,919			35,340			44,379
Less: valuation allowance		(12,956	)		(35,340	)		(56,320	)

Total deferred tax assets, net		54,250			111,114			84,338

The movements of valuation allowance for the years ended December 31, 2016, 2017 and 2018 are as follows:

	2016		2017		2018

	RMB		RMB		RMB
Balance at beginning of year		1,451		12,956		35,340
Additions		11,505		22,384		34,459
Reversal		—		—		(13,479	)

Balance at end of year		12,956		35,340		56,320

	December 31, 2016		December 31, 2017		December 31, 2018

	RMB		RMB		RMB
Deferred tax liabilities:
Intangible asset from acquisition		2,945		9,309		9,003

Total deferred liabilities		2,945		9,309		9,003

The Group considers positive and negative evidence to determine whether some portion or all of the deferred tax assets will more likely than not be realized. This assessment considers, among other

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2016, 2017 AND 2018

(Amounts in thousands except for number of shares and per share data, or otherwise noted)

13. INCOME TAXES (Continued)

matters, the nature, frequency and severity of recent losses, forecasts of future profitability, the duration of statutory carryforward periods, the Group's experience with tax attributes expiring unused and tax planning alternatives. The valuation allowance is considered on each individual entity basis. Considering all the above factors, valuation allowances were established to certain entities because the Group believes that it is more likely than not that its deferred tax assets will not be realized as it does not expect to generate sufficient taxable income in the near future.

Uncertainties exist with respect to how the current income tax law in the PRC applies to the Group's overall operations, and more specifically, with regard to tax residency status. The EIT Law includes a provision specifying that legal entities organized outside of the PRC will be considered residents for Chinese income tax purposes if the place of effective management or control is within the PRC. The implementation rules to the EIT Law provide that non-resident legal entities will be considered PRC residents if substantial and overall management and control over the manufacturing and business operations, personnel, accounting and properties, occurs within the PRC. Despite the present uncertainties resulting from the limited PRC tax guidance on the issue, the Group does not believe that the legal entities organized outside of the PRC within the Group should be treated as residents for EIT law purposes. If the PRC tax authorities subsequently determine that the Group and its subsidiaries registered outside the PRC should be deemed resident enterprises, the Group and its subsidiaries registered outside the PRC will be subject to the PRC income taxes, at a statutory income tax rate of 25%, the Group is not subject to any other uncertain tax position.

The EIT regulations (i.e. Caishui [2011] No. 112) specify that legal entities organized in the Xinjiang Huoerguosi Special Economic Development Area and Xinjiang Kashgar Special Economic Development Area upon meeting certain requirements can qualify for five years exemption on income tax. Uncertainties exist with regard to whether Xinjiang Shuke, Kashi Boya, Lexiangyiyang and Jiufu Chaoneng can meet the requirements stipulated under the current EIT regulations as well as whether the Group income allocation to entities in Xinjiang match with their business substance. Despite the present uncertainties resulting from the limited tax implementation guidance for the preferential tax treatment of the above regulation in Xinjiang and the tax authorities' view on the income allocation, the Group believes that the legal entities in the Xinjiang Huoerguosi Special Economic Development Area and Xinjiang Kashgar Special Economic Development Area meet the requirements as stipulated by the prevailing EIT laws and regulations and therefore can qualified for the income tax exemption and the current income allocation ratio can be sustained. If the PRC tax authorities subsequently determine that these entities do not qualified for the income tax exemption status or the income allocation ratio is not in compliance with arm's length principle, these entities will be subject to the PRC income taxes, at a statutory rate of 25%, or a transfer pricing adjustment would be made to increase the profit of other entities (subject to 25% or 15% EIT rate) in the Group, which will in turn increase our tax liability, late payment interest, and penalties of the Group.

Since January l, 2011, the relevant tax authorities of the Group's PRC subsidiaries, VIEs and VIEs' subsidiaries have not conducted a tax examination on the Group's subsidiaries, VIEs and VIEs' subsidiaries. In accordance with relevant PRC tax administration laws, tax years from 2012 to 2018 of the Group's PRC subsidiaries, VIEs and VIEs' subsidiaries remain subject to tax audits as of December 31, 2018, at the tax authority's discretion.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2016, 2017 AND 2018

(Amounts in thousands except for number of shares and per share data, or otherwise noted)

13. INCOME TAXES (Continued)

According to PRC Tax Administration and Collection Law, the statute of limitations is three years if the underpayment of taxes is due to computational errors made by the taxpayer or withholding agent. The statute of limitations will be extended five years under special circumstances, which are not clearly defined (but an underpayment of tax liability exceeding RMB0.1 million is specifically listed as a special circumstance). In the case of a related party transaction, the statute of limitations is ten years. There is no statute of limitations in the case of tax evasion. From inception to 2016, the Group is subject to examination of the PRC tax authorities.

Aggregate undistributed earnings of the Group's PRC subsidiaries and VIEs that are available for distribution was RMB5,685,489, RMB 3,423,684 and RMB817,494 as of December 31, 2018, 2017 and 2016, respectively.

In accordance with the EIT Law, dividends, which arise from profits of foreign invested enterprises ("FIEs") earned after January 1, 2008, are subject to a 10% withholding income tax. In addition, under tax treaty between the PRC and Hong Kong, if the foreign investor is incorporated in Hong Kong and qualifies as the beneficial owner, the applicable withholding tax rate is reduced to 5%, if the investor holds at least 25% in the FIE, or 10%, if the investor holds less than 25% in the FIE. A deferred tax liability should be recognized for the undistributed profits of PRC subsidiaries unless the Group has sufficient evidence to demonstrate that the undistributed dividends will be reinvested and the remittance of the dividends will be postponed indefinitely. The Group plans to indefinitely reinvest undistributed profits earned from its China subsidiaries in its operations in the PRC. Therefore, no withholding income taxes for undistributed profits of the Group's subsidiaries have been provided as of December 31, 2018, 2017 and 2016.

Under applicable accounting principles, a deferred tax liability should be recorded for taxable temporary differences attributable to the excess of financial reporting basis over tax basis in a domestic subsidiary. However, recognition is not required in situations where the tax law provides a means by which the reported amount of that investment can be recovered tax-free and the enterprise expects that it will ultimately use that means. The Group completed its feasibility analysis on a method, which the Group will ultimately execute if necessary to repatriate the undistributed earnings of the VIEs without significant tax costs. As such, the Group does not accrue deferred tax liabilities on the earnings of the VIEs given that the Group will ultimately use the means.

14. SHARE-BASED COMPENSATION

Share incentive plan

Share options

In 2015, the Group adopted the 2015 Share Incentive Plan (the "2015 Plan") and, in 2016, the Group adopted the 2016 Share Incentive Plan (the "2016 Plan"), which permits the grant of three types of awards: options, restricted shares and restricted share units. Persons eligible to participate in the 2015 Plan and 2016 Plan (collectively, the "Plans") includes employees, consultants and directors of the Group or any of affiliates, which include the Group's parent company, subsidiaries and the Group. Under the 2015 plan, a maximum ordinary shares available for issuance were 150,947. Under the 2016

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2016, 2017 AND 2018

(Amounts in thousands except for number of shares and per share data, or otherwise noted)

14. SHARE-BASED COMPENSATION (Continued)

Plan, a maximum of 167,719 ordinary shares were reserved for issuance. According to the resolutions of the board of director in 2017, the Group reserved additional 358,674 ordinary shares for the Plans. According to the resolutions of the board of director in 2018, the Group reserved additional 35,180 ordinary shares for the Plans.

During the year ended December 31 2018, the Group granted 11,184 share options at the exercise price of RMB2,406.42 per share, 9,611 share options at the exercise price of RMB1,432.39 per share. These grants are subject to the following vesting conditions:

•: 6,184 share options will vest annually in equal instalment at each calendar year end subsequent to the grant date over 5 years. In addition to the service requirement, 5007 share options will only vest upon IPO.
•: 4,000 share options will vest over 4 years based on vesting of 40%, 20%, 20% and 20% at each calendar year end subsequent to the grant date. In addition to the service requirement, the share options will only vest upon IPO.
•: 3,578 share options will vest over 4 years based on vesting of 20%, 20%, 30%, and 30% at each calendar year end subsequent to the grant date. In addition to the service requirement, 1,789 share options will only vest upon IPO.
•: 1,000 share options will vest over 5 years based on vesting of 16%,16%,16%,16%,16% and 20% of the options will be average vested on each year end of grant date. In addition to the service requirement, the share options will only vest upon IPO.
•: 6,033 hare options will vest over 3 years based on vesting of 60%,30% and 10% of the options will be average vested on each year end of grant date.

During the year ended December 31 2017, the Group granted 363,582 share options. 357,149 share options were granted at the exercise price of RMB1,432.39 per share and 6,433 share options were granted at the exercise price of RMB777.88 per share. These grants are subject to the following vesting conditions:

•: 349,580 share options will vest over 3 years based on vesting of 60%, 30% and 10% at each calendar year end subsequent to the grant date. In addition to the service requirement, 100,000 share options will only vest upon IPO.
•: 6,070 share options will vest over 4 years based on vesting of 15%, 20%, 25%, 25% with 15% of the share options vesting on first year end of the grant date and then each anniversary of the grant date.
•: 5,434 share options will vest over 3 years based on a vesting of 40%, 30% and 30% on each anniversary of the grant date.
•: 2,498 share options will vest annually in equal instalment over 3 or 4 years on each anniversary of the grant date.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2016, 2017 AND 2018

(Amounts in thousands except for number of shares and per share data, or otherwise noted)

14. SHARE-BASED COMPENSATION (Continued)

During the year ended December 31, 2016, the Group granted 164,611 share options at the exercise price of RMB777.88 per share under the 2016 Plan. These grants are subject to the following vesting conditions:

•: 96,000 share options will vest over 3 years based on vesting of 60%, 30% and 10% on each anniversary of the grant date.
•: 56,658 share options will vest annually in equal instalment on each anniversary of the grant date over 4 years.
•: 11,953 share options will vest over 3 years based on vesting of 30%, 30% and 40% on each anniversary of the grant date.

During the year ended December 31, 2015, the Group granted of 71,554 share options at the exercise price of RMB1,472.05 per share and 71,554 share options at the exercise price of nil per share under the 2015 Plan. These grants are subject to the following vesting conditions:

•: 78,869 share options will vest over 4 years based on vesting of 15%, 30%, 30% and 25% on each calendar year end of subsequent to the grant date.
•: 62,279 share options will vest over 3 years based on vesting of 60%, 30% and 10% on each calendar year end of the grant date.
•: 1,960 share options will vest over 5 years based on vesting of 10%, 25%, 20%, 20%, and 25% on each calendar year end subsequent to the grant date.

In February 2014, the Group granted 10,870 share options at the exercise price of RMB655.23 per share. Upon the termination of employment, all the share options that have not vested will be cancelled. The grantee has terminated his employment with the Group on October 2015 with 4,831 share options cancelled. The 6,039 vested options were exercised in May 2017.

The vesting of the share options granted during the years ended December 31 2016, 2017 and 2018 are also subject to certain annual performance targets established by the Group's Board of Directors and Chief Executive Officer("CEO"). The Group recognized compensation expenses related to the option linked to these performance targets during the vesting period based on the probable outcome of these performance conditions. The Group has determined that it is probable these conditions will be met; as such the share-based compensation is recognized over the vesting period.

On November 1, 2017 (the "repricing date"), board of directors of the Group approved the resolution to amend the terms of 269,627 vested options granted to Sun lei, CEO of the Group by reducing the exercise price of such vested share options to zero. The average original exercise price prior to the amendment was RMB1,147.32 per share. The amendments did not change the vesting provisions or any other option terms. This amendment was accounted for as a share option modification and required the re-measurement of the fair value of these share options. This re-measurement resulted in a total incremental share-based compensation of RMB333,100, which is recognized on the repricing date.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2016, 2017 AND 2018

(Amounts in thousands except for number of shares and per share data, or otherwise noted)

14. SHARE-BASED COMPENSATION (Continued)

The Group calculated the estimated fair value of the share options on the respective grant dates using the binomial option pricing model with the assistance from an independent valuation firm, with the following assumptions used in 2016, 2017 and 2018. The weighted-average grant-date fair value of the share options granted during 2016, 2017 and 2018 was RMB1,962.53, RMB5,454.89 and RMB6,934.07 respectively.

	Year ended December 31, 2016	Year ended December 31, 2017	Year ended December 31, 2018

Risk free rate of interest	1.00% - 1.18%	1.65% - 2.03%	2.45% - 2.98%
Volatility	48.7% - 48.9%	43.6% - 44.5%	43.5% - 48.3%
Dividend yield	—	—	—
Exercise multiples	2.2 / 2.8	2.2 / 2.8	2.2 / 2.8
Life of option (years)	5.0	4.0 - 5.0	4.0 - 6.0

(1) Risk free rate of interest

Based on the daily treasury long term rate of U.S. Department of the treasury with a maturity period close to the expected term of the option.

(2) Volatility

The volatility factor estimated was based on the annualized standard deviation of the daily return embedded in historical share prices of the selected guide line companies with a time horizon close to the expected expiry of the term.

(3) Dividend yield

The Company has never declared or paid any cash dividends on the Company's capital stock, and does not anticipate any dividend payments on the Company's ordinary shares in the foreseeable future.

(4) Exercise multiples

The expected exercise multiple was estimated as the average ratio of the stock price as at the time when employees would decide to voluntarily exercise their vested options. As the Company did not have sufficient information of past employee exercise history, it was estimated by referencing to academic research publications. For key management grantee and non-key management grantee, the exercise multiple was estimated to be 2.8 and 2.2 respectively.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2016, 2017 AND 2018

(Amounts in thousands except for number of shares and per share data, or otherwise noted)

14. SHARE-BASED COMPENSATION (Continued)

The activity in share options during period from December 31, 2016 to December 31, 2018 is set out below:

			Weighted Average Exercise Price		Weighted Average Grant-date Fair Value

			RMB		RMB
Outstanding as of December 31, 2015	149,147			732.76		417.68



Granted	164,611			777.88		1,926.53
Outstanding as of December 31, 2016	313,758			776.22		1,220.57



Granted	363,582			1,421.04		5,454.89
Exercised	(275,666	)		14.35		1,137.79
Outstanding as of December 31, 2017	401,674			1,042.79		3,478.30



Granted	20,795			1,961.02		6,541.60
Outstanding as of December 31, 2018	422,469			1,152.22		4,122.34



Vested and expected to vest as of December 31, 2018	368,660

The following table summarizes information with respect to share options outstanding as of December 31, 2018:

	Options Outstanding				Options Exercisable

Exercise Price	Number Outstanding		Weighted Average Remaining Contractual Life		Number Outstanding		Weighted Average Remaining Contractual Life
RMB
—		40,414		1.55		40,170		3.09
777.88		113,444		2.58		66,543		2.55
1,432.39		217,012		3.81		171,200		3.81
1,472.05		40,415		1.55		40,170		3.09
2,406.42		11,184		4.85		—		—

Total		422,469				318,083

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2016, 2017 AND 2018

(Amounts in thousands except for number of shares and per share data, or otherwise noted)

14. SHARE-BASED COMPENSATION (Continued)

The share-based compensation expenses recognized with each issuance of share options since January 1, 2015 are as follows:

	For the year ended December 31,

Date of Grant	2016		2017		2018
	RMB		RMB		RMB
10/07/2015		21,411		60,253		2,613
25/09/2015		377		197		111
01/07/2016		86,074		167,968		47,177
16/08/2016		91		246		241
23/08/2016		836		2,388		2,336
01/09/2016		515		1,581		1,546
06/09/2016		1,125		3,603		3,524
01/08/2017		—		4,124		9,686
11/09/2017		—		2,709		8,713
10/10/2017		—		628		2,732
20/10/2017		—		1,124,509		393,648
19/1/2018		—		—		33,623
7/3/2018		—		—		2,193
24/12/2018		—		—		19

Share-based compensation recognized for share options		110,429		1,368,206		508,162

Ordinary shares issued to management

On December 30, 2017, according to the resolution of the board of directors, the Group approved the issuance of 98,945 ordinary shares at par value to three individuals who are members of the executive management and board of directors of the Company. The Group has determined these issuances to be compensatory in nature and vested immediately at the date of the issuance. As such share based compensation of RMB812,299 was recorded on December 30, 2017 based on a determined per share fair value of ordinary share at RMB8,209.60.

A summary of share based compensation recognized related to share options granted and ordinary shares issued is as follows:

	Year ended December 31, 2016		Year ended December 31, 2017		Year ended December 31, 2018

	RMB		RMB		RMB
General and administrative expenses		110,429		2,180,505		508,162

Total		110,429		2,180,505		508,162

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2016, 2017 AND 2018

(Amounts in thousands except for number of shares and per share data, or otherwise noted)

14. SHARE-BASED COMPENSATION (Continued)

As of December 31, 2016, 2017 and 2018, unrecognized compensation cost related to unvested option awards granted to employees of the Group was RMB239,668, RMB1,190,075 and RMB 410,202, respectively. As of December 31, 2018, such cost was expected to be recognized over a weighted average period of 3.44 years.

15. CONVERTIBLE REDEEMABLE PREFERRED SHARES

On March 25, 2015, 9F issued 119,506 Series A preferred shares at a per-share purchase price of about US$293 (equivalent to RMB1,816) to certain third party shareholders ("Series A Preferred Shareholders") for a cash consideration of US$35 million (equivalent to RMB215 million).

On July 5, 2017, 9F issued 28,303 Series B preferred shares at a per-share purchase price of about US$1,060 (equivalent to RMB7,156) to certain third party shareholders ("Series B Preferred Shareholders") for a cash consideration of US$30 million (equivalent to RMB202 million).

On Nov 7, 2017, 9F issued 50,518 Series C preferred shares at a per-share purchase price of about US$1,060 (equivalent to RMB7,036) to certain third party shareholders ("Series C Preferred Shareholders") for a cash consideration of US$54 million (equivalent to RMB355 million).

On January 26, 2018, 9F issued 35,180 Series D preferred shares at a per-share purchase price of about US$1,848 (equivalent to RMB11,609) to certain third party shareholders ("Series D Preferred Shareholders") for a cash consideration of US$65 million (equivalent to RMB 408 million).

On September 14, 2018, 9F issued 10,825 Series E preferred shares at a per-share purchase price of about US$1,848 (equivalent to RMB12,648) to certain third party shareholders ("Series E Preferred Shareholders") for a cash consideration of US$20 million (equivalent to RMB 136 million).

The key terms of the equity interest with preferential feature are follows:

Voting Rights

The holders of preferred shares and the holders of ordinary shares shall vote together based on their shareholding percentages.

Dividends

The holder of each preferred share shall have the right to receive non-cumulative dividends, pari passu with the ordinary shares, on an as-converted basis, when, as and if declared by the Board.

Liquidation

If a Liquidation Event occurs, distributions to the shareholders of the Group shall be made in the following manner:

(a): Each holder of the Series D and E preferred shares shall be entitled to receive out of the remaining assets of the Group available for distribution to its Members, prior and in preference to any distribution of any assets or surplus funds of the Group to the holders of

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2016, 2017 AND 2018

(Amounts in thousands except for number of shares and per share data, or otherwise noted)

15. CONVERTIBLE REDEEMABLE PREFERRED SHARES (Continued)

the ordinary shares, Series A preferred shares, Series B preferred shares and Series C preferred shares of the Group, an amount equal to 115% of the Series D Issue Price for each Series D preferred share an amount equal to 115% of the Series E Issue Price for each Series E preferred share, plus all declared but unpaid dividends and distributions on such Series D and E preferred share. If the assets and surplus funds distributable are insufficient to permit the payment for the full Series D Preference Amount and Series E Preference Amount, then the entire assets and surplus funds of the Group available for distribution to such holders shall be distributed ratably among the holders of Series D and E preferred shares in proportion to the number of Series D and Series E preferred shares owned by each such holder.

(b)

Each holder of the Series C preferred shares shall be entitled to receive out of the remaining assets of the Group available for distribution to its Members, prior and in preference to any distribution of any assets or surplus funds of the Group to the holders of the ordinary shares, Series A preferred shares and Series B preferred shares of the Group, an amount equal to 115% of the Series C Issue Price for each Series C preferred share, plus all declared but unpaid dividends and distributions on such Series C preferred share. If the assets and surplus funds distributable are insufficient to permit the payment for the full Series C Preference Amount, then the entire assets and surplus funds of the Group available for distribution to such holders shall be distributed ratably among the holders of Series C preferred shares in proportion to the number of Series C preferred shares owned by each such holder.

(c)

Each holder of the Series B preferred shares shall be entitled to receive out of the remaining assets of the Group available for distribution to its shareholders, prior and in preference to any distribution of any assets or surplus funds of the Group to the holders of the ordinary shares and Series A preferred shares of the Group, an amount equal to 115% of the Series B Conversion Price for each Series B preferred share, plus all declared but unpaid dividends and distributions on such Series B preferred share.If the assets and surplus funds distributable are insufficient to permit the payment for the full Series B Preference Amount, then the entire assets and surplus funds of the Group available for distribution to such holders shall be distributed ratably among the holders of Series B preferred shares in proportion to the number of Series B preferred shares owned by each such holder.

(d)

Each holder of the Series A preferred shares shall be entitled to receive out of the remaining assets of the Group available for distribution to its shareholders, prior and in preference to any distribution of any assets or surplus funds of the Group to the holders of the ordinary shares and any other class of shares of the Group, an amount equal to the higher of

(i): 130% of the Series A issue price for each Series A preferred share, plus all declared but unpaid dividends and distributions on such Series A preferred share
(ii): an amount such holder of Series A preferred share is entitled to assuming pro rata distribution of the assets and surplus funds distributable among all the holders of the preferred shares and all the holders of the ordinary shares.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2016, 2017 AND 2018

(Amounts in thousands except for number of shares and per share data, or otherwise noted)

15. CONVERTIBLE REDEEMABLE PREFERRED SHARES (Continued)

If the assets and surplus funds distributable are insufficient to permit the payment for the full Series A preference amount, then the entire assets and surplus funds of the Group available for distribution to such holders shall be distributed ratably among the holders of Series A preferred shares in proportion to the number of Series A preferred shares owned by each such holder.

Conversion

Each holder of preferred shares have the right to convert any or all of its preferred shares into ordinary shares at the quotient of the original issue price divided by the then effective conversion price, which shall initially be the issue price per share of the preferred shares, as defined in the memorandum and articles of association being no less than par value. In addition, all outstanding preferred shares shall be automatically converted into ordinary shares upon the consummation of a Qualified IPO.

"Qualified IPO" means a firm commitment underwritten registered initial public offering by the Group of its ordinary shares (or securities of the Group representing the ordinary shares), representing no less than 10% of the Group's share capital on a fully-diluted basis, on New York Stock Exchange, NASDAQ, Hong Kong Stock Exchange or other internationally recognized stock exchange, as approved by the Shareholders in accordance with the Shareholders Agreement, the Memorandum and these Articles, pursuant to a registration statement that is filed with and declared effective in accordance with the securities laws of relevant jurisdiction at a public offering price per share (prior to customary underwriters' commissions and expenses) that is no less than the higher of (i) the product of 1.2 and the Series A Issue Price, and (ii) an amount that represents the Series A Issue Price plus 20% of compound internal rate per annum on the Series A Issue Price for the period from the Series A Issuance Date to the closing date of such offering.

IPO Adjustment Events

If the Group completes an IPO within 12 months, 24 months or 36 months after the Closing and the public offering price per ordinary share, in the IPO is less than the result of (A)130% (within 12 months), 150% (within 24 months) and 180% (within 36 months) of the Series B, C, D and E Conversion Price effective immediately prior to the completion of the IPO, minus (B) all dividends that have been declared on a Series B, C, D and E preferred share prior to the completion of the IPO (the "Declared Dividends"), then, at the option of the Group:

(i): the Series B, C, D and E Conversion Price of each Series B, C, D and E preferred share held by the Purchaser shall, immediately prior to the completion of the IPO, be adjusted in accordance with the following formula (such new Series B and C Conversion Price, the "Adjusted Conversion Price I, II and III"):

Adjusted Conversion Price I = (Per Share Offering Price + Declared Dividends) / 130% (within 12 months);

Adjusted Conversion Price II = (Per Share Offering Price + Declared Dividends) / 150% (within 24 months);

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2016, 2017 AND 2018

(Amounts in thousands except for number of shares and per share data, or otherwise noted)

15. CONVERTIBLE REDEEMABLE PREFERRED SHARES (Continued)

Adjusted Conversion Price IIII = (Per Share Offering Price + Declared Dividends) / 180% (within 36 months);

(ii): the Group shall, within thirty (30) Business Days from the completion of the IPO, pay, or cause to be paid, an amount calculated in accordance with the formula below (the "Adjustment Amount I") to the Purchaser for each Series B, C, D and E preferred share held by the Purchaser immediately prior to completion of the IPO in cash by wire transfer of immediately available funds to an account designated by the Purchaser:

Adjusted Amount I = Series B&C&D&E Conversion Price effective immediately prior to completion of the IPO—Adjusted Conversion Price I (within 12 months)

Adjusted Amount II = Series B&C&D&E Conversion Price effective immediately prior to completion of the IPO—Adjusted Conversion Price II (within 24 months)

Adjusted Amount III = Series B&C&D&E Conversion Price effective immediately prior to completion of the IPO—Adjusted Conversion Price III (within 36 months)

Performance Adjustments

The Group had entered certain performance adjustments for Series A preferred shares, Series C preferred sharesand Series E preferred shares, if the Group fail to meet the performance targets for 2015, 2016 revenue and 2017 Non-GAAP operating net profit, then the Group shall reduce the issuance price, reduce the conversion price or remit cash to the investors. As of December 31, 2016 and 2017, all the performance targets were reached.

The Group has determined that there was no beneficial conversion feature ("BCF") attributable to the preferred shares, as the effective conversion price was greater than the fair value of the ordinary shares on the respective commitment date. The Group will reevaluate whether additional BCF is required to be recorded upon adjustments to the effective conversion price of the preferred shares, if any.

Redemption

Redemption condition for Series A preferred shares

In the event that the Group has not consummated a Qualified IPO as of the date that is thirty-six (36) months after March 25, 2015, each holder of the then outstanding Series A preferred shares, may require that the Group redeem all of its preferred shares.

Redemption condition for Series B preferred shares

The Series B preferred shares is redeemable, at any time after the earlier of:

i): Thirty-six (36) months after July 5, 2017, if the Group has not consummated a Qualified IPO;
ii): Any willful misconduct by the Founder or the Group;

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2016, 2017 AND 2018

(Amounts in thousands except for number of shares and per share data, or otherwise noted)

15. CONVERTIBLE REDEEMABLE PREFERRED SHARES (Continued)

iii): Termination of the Founder by the Group;
iv): Any redemption required by other investors, then subject to the applicable laws of the Cayman Islands and if so requested by any holder of then issued, outstanding Series B preferred shares, the Group shall redeem all or part of the issued, outstanding Series B preferred shares of such holder in cash out of funds legally available.

Redemption condition for Series C preferred shares

The Series C preferred shares is redeemable, at any time after the earlier of:

i): Thirty-six (36) months after November 7, 2017, if the Group has not consummated a Qualified IPO;

The 2017 Actual Profit as defined by the provision of the preferred share agreement, is less than 80% of 2017 Target Profit (RMB1,000,000,000);

Redemption condition for Series D preferred shares

The Series D preferred shares is redeemable, at any time after thirty-six (36) months after January 26, 2018, if the Group has not consummated a Qualified IPO;

Redemption condition for Series E preferred shares

The Series E preferred shares is redeemable, at any time after the earlier of:

i): Thirty-six (36) months after September 14, 2018, if the Group has not consummated a Qualified IPO;
ii): The 2017 Actual Profit as defined by the provision of the preferred share agreement, is less than 80% of 2017 Target Profit (RMB1,000,000,000);

Redemption Price

The redemption price for Series A, B, C and D preferred share redeemed shall be equal to the applicable preferred share issue price plus a 8% annual return (simple interest), plus all declared but unpaid dividend thereon, for the period from the date of issuance of such preferred share up to the date of redemption, proportionally adjusted for share subdivisions, share dividend, reorganizations, reclassifications, consolidations or mergers. The redemption price for Series E preferred share redeemed shall be equal to the applicable preferred share issue price plus a 10% annual return (simple interest), plus all declared but unpaid dividend thereon, for the period from the date of issuance of such preferred share up to the date of redemption, proportionally adjusted for share subdivisions, share dividend, reorganizations, reclassifications, consolidations or mergers.

Series A redemption event triggered as the Group's failure to complete a Qualified IPO by March 24, 2018. The Group adjusted the carrying amount of Series A preferred shares to equal the

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2016, 2017 AND 2018

(Amounts in thousands except for number of shares and per share data, or otherwise noted)

15. CONVERTIBLE REDEEMABLE PREFERRED SHARES (Continued)

redemption value at December 31, 2018 and recognized accretion of the Series A preferred shares amounted to RMB 17,225 in retained earnings during the year ended December 31, 2018.

The movement in the carrying value of the preferred shares is as follows:

	Series A		Series B		Series C		Series D		Series E		Total

	RMB		RMB		RMB		RMB		RMB		RMB
Balance as of December 31, 2015		215,317		—		—		—		—		215,317



Balance as of December 31, 2016		215,317		—		—		—		—		215,317



Issuance of Series B preferred shares		—		202,086		—		—		—		202,086
Issuance of Series C preferred shares		—		—		355,248		—		—		355,248
Accretion on convertible redeemable preferred shares to redemption value		47,759		—		—		—		—		47,759

Balance as of December 31, 2017		263,076		202,086		355,248		—		—		820,410



Issuance of Series D preferred shares		—		—		—		408,358				408,358
Issuance of Series E preferred shares		—		—		—				136,427		136,427
Accretion on convertible redeemable preferred shares to redemption value		17,225		—		—		—		—		17,225

Balance as of December 31, 2018		280,301		202,086		355,248		408,358		136,427		1,382,420

16. ORDINARY SHARES

The Group's Amended and Restated Memorandum of Association authorizes the Group to issue 500,000,000 ordinary shares with a par value of US$0.0001 per share approximately. As of December 31, 2016, 2017 and 2018, the Group had 1,239,018, 1,514,684 and 1,626,728 ordinary shares issued and outstanding, respectively.

In connection with the above issuances, to provide anti-dilution protection to the preferred shareholders, the board of director further approved the issuance of a total of 13,099 ordinary shares at par value to the Series A, B and C Preferred Shareholders. A deemed dividend of RMB103,550 was recorded based on a determined per share fair value of ordinary share at RMB8,209.60.

These ordinary shares were subsequently issued on February 1, 2018.

17. SEGMENT INFORMATION

The Group's chief operating decision maker is our Chief Executive Officer who reviews the consolidated results of operations when making decisions about allocating resources and assessing performance of the Group. The Group operates and manages its business as a single segment.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2016, 2017 AND 2018

(Amounts in thousands except for number of shares and per share data, or otherwise noted)

17. SEGMENT INFORMATION (Continued)

Substantially all of the Group's revenues for the years ended December 31, 2016, 2017 and 2018 were generated from the PRC.

As of December 31, 2016, 2017 and 2018, respectively, all of long-lived assets of the Group were located in the PRC and Hong Kong.

18. EMPLOYEE BENEFIT 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 Group accrues for these benefits based on certain percentages of the employees' salaries. The total contribution for such employee benefits were RMB86,260, RMB110,521 and RMB116,281 for the years ended December 31, 2016, 2017 and 2018, respectively.

19. STATUTORY RESERVES AND RESTRICTED NET ASSETS

In accordance with the PRC laws and regulations, the Group's PRC subsidiaries and VIEs are required to make appropriation to certain statutory reserves, namely general reserve, enterprise expansion reserve, and staff welfare and bonus reserve, all of which are appropriated from net profit as reported in their PRC statutory accounts. The Group's PRC subsidiaries and VIEs are required to appropriate at least 10% of their after-tax profits to the general reserve until such reserve has reached 50% of their respective registered capital.

Appropriations to the enterprise expansion reserve and the staff welfare and bonus reserve are to be made at the discretion of the board of directors of each of the Group's PRC subsidiaries and VIEs. There were no appropriations to these reserves by the Group's PRC entities for the years ended December 31, 2016, 2017 and 2018.

As a result of PRC laws and regulations and the requirement that distributions by the PRC entity can only be paid out of distributable profits computed in accordance with the PRC GAAP, the PRC entity is restricted from transferring a portion of their net assets to the Company. Amounts restricted include paid-in capital and statutory reserves of the Group's subsidiaries and VIEs. As of December 31, 2018, the aggregate amounts of paid-in capital and statutory reserves represented the amount of net assets of the relevant entity in the Group not available for distribution amounted to RMB2,601,707.

20. NET INCOME PER ORDINARY SHARE

For the years ended December 31, 2016, 2017 and 2018, the Group has determined that its preferred shares are participating securities as the preferred shares participate in undistributed earnings on an as-if-converted basis. The holders of the preferred shares are entitled to receive dividends on a pro rata basis, as if their shares had been converted into ordinary shares. Accordingly, the Group uses the two-class method of computing net income per share, for ordinary shares, and preferred shares according to the participation rights in undistributed earnings.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2016, 2017 AND 2018

(Amounts in thousands except for number of shares and per share data, or otherwise noted)

20. NET INCOME PER ORDINARY SHARE (Continued)

Basic and diluted net loss per share for each of the years presented were calculated as follows:

	For the years ended December 31,

	2016			2017			2018
	RMB			RMB			RMB
Numerator:
Net income attributable to 9F Inc.		156,038			597,704			1,981,804
Less:
Change in redemption value in Series A preferred shares		—			(47,759	)		(17,225	)
Deemed dividend to preferred shareholders		—			(103,550	)		—
Undistributed earnings allocated to preferred shareholders		(13,726	)		(45,087	)		(244,589	)

Net income attributable to ordinary shareholders for computing net income per ordinary shares—basic		142,312			401,308			1,719,990

Denominator:
Weighted average ordinary shares outstanding used in computing net income per ordinary shares—basic		1,239,018			1,244,137			1,626,728
Net income per ordinary share attributable to ordinary shareholders—basic		114.86			322.56			1,057.33
Diluted net income per share calculation
Net income attributable to ordinary shareholders for computing net income per ordinary shares—basic		142,312			401,308			1,719,990
Add: adjustments to undistributed earnings to participating securities		976			4,157			27,007

Net income attributable to ordinary shareholders for computing net income per ordinary shares—dilute		143,288			405,465			1,746,997

Denominator:
Weighted average ordinary shares basic outstanding		1,239,018			1,244,137			1,626,728
Effect of potentially diluted stock options		104,034			140,518			230,624

Weighted average ordinary shares outstanding used in computing net income per ordinary shares—dilute		1,343,052			1,384,655			1,857,352

Net income per ordinary share attributable to ordinary shareholders—diluted		106.69			292.83			940.58

112,044 non-contingent ordinary shares approved for issuance by the board of director on December 30, 2017 (see Note 16) that were not issued as of December 31, 2017 have been included in the calculations of basic and diluted net income per share.

For the years ended December 31, 2016, 2017 and 2018, 79,665, 44,079 and nil share options were excluded from the computation of diluted earnings per share as their effects have been anti-diluted.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2016, 2017 AND 2018

(Amounts in thousands except for number of shares and per share data, or otherwise noted)

21. COMMITMENTS AND CONTINGENCIES

Operating lease commitments

The Group leases certain office premises and cloud infrastructure to support its core business system under non-cancelable leases. Rental expenses under operating leases for the years ended December 31, 2016, 2017 and 2018 were RMB43,352, RMB83,136 and RMB123,397, respectively.

Future minimum lease payments under non-cancelable operating leases agreements are as follows:

Years ending		RMB

2019			106,357
2020			78,480
2021			35,302
2022 and thereafter			5,962

Total			226,101

Contingencies

The Group is subject to period legal or administrative proceedings in the ordinary course of business. The Group does not believe that any currently pending legal or administrative proceeding to which the Group is a party will have a material effect on its business or financial condition.

22. SUBSEQUENT EVENTS

The Group has evaluated events subsequent to the balance sheet date of December 31, 2018 through April 29, 2019, which is the date the consolidated financial statements were available to be issued.

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SCHEDULE I—FINANCIAL INFORMATION OF PARENT COMPANY

CONDENSED BALANCE SHEETS

(Amounts in thousands except for number of shares and per share data, or otherwise noted)

	December 31, 2016		December 31, 2017			December 31, 2018		December 31, 2018

	RMB		RMB			RMB		US$
Assets:
Cash and cash equivalents		20,052		361,047			145,451		21,673
Amounts due from subsidiaries and VIEs		297,748		485,759			1,330,577		198,262
Prepaid expenses and other assets		—		137			688		102
Long term investments		884,221		3,661,955			6,153,725		916,935

Total assets		1,202,021		4,508,898			7,630,441		1,136,972



Liabilities:
Accrued expense and other liability		—		—			3,551		531

Amounts due to subsidiaries and VIEs		45		43			—		—

Total liabilities		45		43			3,551		531

Mezzanine equity:
Series A convertible redeemable preferred shares (US$0.0001 par value; 119,506 shares authorized, issued and outstanding as of December 31, 2016, 2017 and 2018; liquidation value of RMB296,032)		215,317		263,076			280,301		41,766
Series B convertible redeemable preferred shares (US$0.0001 par value; nil, 28,303 shares and 28,303 shares authorized, issued and outstanding as of December 31, 2016, 2017 and 2018; liquidation value of nil, RMB224,467, RMB224,467 as of December 31, 2016, 2017 and 2018)		—		202,086			202,086		30,112
Series C convertible redeemable preferred shares (US$0.0001 par value; nil, 50,518 shares and 50,518 shares authorized, issued and outstanding as of December 31, 2016, 2017 and 2018; liquidation value of nil, RMB400,652 and RMB400,652 as of December 31, 2016, 2017 and 2018)		—		355,248			355,248		52,934
Series D convertible redeemable preferred shares (US$0.0001 par value; nil, nil and 35,180 shares authorized, issued and outstanding as of December 31, 2016, 2017 and 2018, respectively; liquidation value of nil, nil and RMB469,654 as of December 31, 2016, 2017 and 2018,respectively)		—		—			408,358		60,847
Series E convertible redeemable preferred shares (US$0.0001 par value; nil, nil and 10,825 shares authorized, issued and outstanding as of December 31, 2016, 2017 and 2018, respectively; liquidation value of nil, nil and RMB157,447 as of December 31, 2016, 2017 and 2018,respectively)		—		—			136,427		20,327
Shareholders' Equity:
Ordinary shares (US$0.0001 par value; 500,000,000 shares authorized, 1,239,018 shares, 1,514,684 shares and 1,626,728 shares issued and outstanding as of December 31, 2016, 2017 and 2018, respectively)		—		—			—		—
Additional paid-in capital		251,178		2,538,563			3,046,725		453,976
Retained earnings		706,578		1,152,973			3,117,552		464,530
Accumulated other comprehensive income (loss)		28,903		(3,091	)		80,193		11,949

Total equity		986,659		3,688,445			6,244,470		930,455

Total liabilities, mezzanine equity and shareholders' equity		1,202,021		4,508,898			7,630,441		1,136,972

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SCHEDULE I—FINANCIAL INFORMATION OF PARENT COMPANY

CONDENSED STATEMENTS OF OPERATIONS

(Amounts in thousands except for number of shares and per share data, or otherwise noted)

	Year ended December 31, 2016			Year ended December 31, 2017			Year ended December 31, 2018			Year ended December 31, 2018

	RMB			RMB			RMB			US$
Equity in earnings of subsidiaries and VIEs		266,559			2,776,701			2,495,935			371,905
Operating costs and expenses		(110,521	)		(2,181,023	)		(514,144	)		(76,609	)
Interest income		—			2,026			13			2

Net income		156,038			597,704			1,981,804			295,298



Net income per ordinary shares
Basic		114.86			322.56			1,057.33			157.55
Diluted		106.69			292.83			940.58			140.15
Weighted average number of ordinary shares used in computing net income per ordinary share
Basic		1,239,018			1,244,137			1,626,728			1,626,728
Diluted		1,343,052			1,384,655			1,857,352			1,857,352

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SCHEDULE I—FINANCIAL INFORMATION OF PARENT COMPANY

CONDENSED STATEMENTS OF COMPREHENSIVE INCOME

(Amounts in thousands except for number of shares and per share data, or otherwise noted)

	Year ended December 31, 2016		Year ended December 31, 2017			Year ended December 31, 2018			Year ended December 31, 2018

	RMB		RMB			RMB			US$
Net income		156,038		597,704			1,981,804			295,298
Other comprehensive income
Foreign currency transaction adjustments		17,372		(33,065	)		84,430			12,580
Unrealized gains (losses) on available-for-sale investments		194		1,071			(1,146	)		(171	)

Comprehensive Income		173,604		565,710			2,065,088			307.707

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SCHEDULE I—FINANCIAL INFORMATION OF PARENT COMPANY

CONDENSED STATEMENTS of CASH FLOW

(Amounts in thousands except for number of shares and per share data, or otherwise noted)

	Year ended December 31, 2016			Year ended December 31, 2017			Year ended December 31, 2018			Year ended December 31, 2018

	RMB			RMB			RMB			US$
Cash Flows from Operating Activities:
Net income		156,038			597,704			1,981,804			295,298
Adjustments to reconcile net income to net cash used in operating activities:
Equity in earnings of subsidiaries and VIE		(266,559	)		(2,776,701	)		(2,495,935	)		(371,906	)
Share-based compensation expense		110,429			2,180,505			508,162			75,718
Changes in operating assets and liabilities:
Prepaid expenses and other assets		—			(136	)		(550	)		(82	)
Accrued expense and other liabilities		—			—			3,551			529
Amounts due to subsidiaries and VIEs		(5,053	)		(3	)		(43	)		(6	)
Amounts due from subsidiaries and VIEs		(28,919	)		(188,011	)		(707,308	)		(105,392	)

Net cash used in operating activities		(34,064	)		(186,642	)		(710,319	)		(105,841	)

Cash Flows from Investing Activities:
Loan to related parties		—			—			(137,510	)		(20,490	)

Net cash used in investing activities		—			—			(137,510	)		(20,490	)

Cash Flows from Financing Activities:
Proceeds from exercise of share options		—			4,277			—
Proceeds from convertible redeemable preferred shares		—			557,334			544,785			81,175

Net cash provided by financing activities		—			561,611			544,785			81,175

Effect of exchange rate changes on cash and cash equivalents		21,295			(33,974	)		87,448			13,031

Net increase (decrease) in cash and cash equivalents		(12,769	)		340,995			(215,596	)		(32,125	)

Cash and cash equivalents at beginning of year		32,821			20,052			361,047			53,798
Cash and cash equivalents at end of year		20,052			361,047			145,451			21,673

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SCHEDULE I—FINANCIAL INFORMATION OF PARENT COMPANY

NOTES TO CONDENSED FINANCIAL INFORMATION OF PARENT COMPANY

1.: Schedule I has been provided pursuant to the requirements of Rule 12-04(a) and 5-04(c) of Regulation S-X, which require condensed financial information as to the financial position, changes in financial position and results of operations of a parent company as of the same dates and for the same periods for which audited consolidated financial statements have been presented when the restricted net assets of consolidated subsidiaries exceed 25 percent of consolidated net assets as of the end of the most recently completed fiscal year.
2.: The condensed financial information of 9F Inc. has been prepared using the same accounting policies as set out in the accompanying consolidated financial statements except that the equity method has been used to account for investments in its subsidiaries.
3.: Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. The footnote disclosures contain supplemental information relating to the operations of the Group and, as such, these statements should be read in conjunction with the notes to the Consolidated Financial Statements of the Group. No dividend was paid by the Group's subsidiaries to their parent company in 2016, 2017 and 2018.
4.: As of December 31, 2018, there were no material contingencies, significant provisions of long-term obligations, and mandatory dividend or redemption requirements of redeemable shares or guarantees of the Group, except for those which have been separately disclosed in the Consolidated Financial Statement, if any.

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UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(All amounts in thousands, except for number of shares and per share data, or otherwise noted)

	December 31, 2018		March 31, 2019		March 31, 2019

	RMB		RMB		USD (Note 2)
ASSETS:
Cash and cash equivalents		5,469,077		6,452,209		961,409
Term deposits		833,478		276,768		41,240
Accounts receivable, net of allowance for doubtful accounts of RMB1,053 and RMB919 as of December 31, 2018 and March 31, 2019, respectively		180,141		246,818		36,777
Other receivables, net of allowance for doubtful accounts of RMB5,010 as of December 31, 2018 and March 31, 2019		146,438		141,790		21,127
Loan receivables, net of allowance for doubtful accounts of nil and RMB20,036 as of December 31, 2018 and March 31, 2019, respectively		593,943		551,976		82,247
Amounts due from related parties		146,273		142,125		21,177
Prepaid expenses and other assets		543,088		502,994		74,948
Contract assets, net of allowance for losses of RMB329 and RMB695 as of December 31, 2018 and March 31, 2019, respectively.		12,642		28,460		4,241
Long-term investments		954,158		936,861		139,597
Operating lease right-of-use assets		—		159,714		23,798
Property, equipment and software, net		86,267		89,248		13,298
Goodwill		13,385		78,194		11,651
Intangible assets, net		44,733		79,858		11,900
Deferred tax assets, net		84,338		99,732		14,861

TOTAL ASSETS		9,107,961		9,786,747		1,458,271



LIABILITIES, MEZZANINE EQUITY AND SHAREHOLDERS' EQUITY
Liabilities:
Deferred revenue (including deferred revenue of the consolidated VIEs and VIEs' subsidiaries without recourse to the Group of RMB280,512 and RMB 293,558 as of December 31, 2018 and March 31, 2019, respectively)		346,847		341,449		50,877
Payroll and welfare payable (including payroll and welfare payable of the consolidated VIEs and VIEs' subsidiaries without recourse to the Group of RMB28,115 and RMB4,649 as of December 31, 2018 and March 31, 2019, respectively)		38,890		5,894		878
Income tax payable (including income taxes payable of the consolidated VIEs and VIEs' subsidiaries without recourse to the Group of RMB297,785 and RMB310,947 as of December 31, 2018 and March 31, 2019, respectively)		315,868		318,828		47,507
Accrued expenses and other liabilities (including accrued expenses and other liabilities of the consolidated VIEs and VIEs' subsidiaries without recourse to the Group of RMB639,557 and RMB637,109 as of December 31, 2018 and March 31, 2019, respectively)		745,307		738,066		109,976
Operating lease liabilities (including operating lease liabilities of the consolidated VIEs and VIEs' subsidiaries without recourse to the Group of nil and RMB154,399 as of December 31, 2018 and March 31, 2019, respectively)		—		165,833		24,710
Amounts due to related parties (including amounts due to related parties of the consolidated VIEs and VIEs' subsidiaries without recourse to the Group of RMB14,702 and RMB17,164 as of December 31, 2018 and March 31, 2019, respectively)		14,706		17,169		2,558
Deferred tax liabilities (including deferred tax liabilities of the consolidated VIEs and VIEs' subsidiaries without recourse to the Group of RMB4,771 and RMB12,875 as of December 31, 2018 and March 31, 2019, respectively)		9,003		16,948		2,525

TOTAL LIABILITIES		1,470,621		1,604,187		239,031

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

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UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (Continued)

(All amounts in thousands, except for number of shares and per share data, or otherwise noted)

	December 31, 2018		March 31, 2019		March 31, 2019

	RMB		RMB		USD (Note 2)
Mezzanine equity:
Series A convertible redeemable preferred shares (US$0.0001 par value; 119,506 shares authorized, issued and outstanding as of December 31, 2018 and March 31, 2019; liquidation value of RMB296,032)		280,301		284,549		42,399
Series B convertible redeemable preferred shares (US$0.0001 par value; 28,303 shares authorized, issued and outstanding as of December 31, 2018 and March 31, 2019, respectively; liquidation value of RMB224,467)		202,086		202,086		30,112
Series C convertible redeemable preferred shares (US$0.0001 par value; 50,518 shares authorized, issued and outstanding as of December 31, 2018 and March 31, 2019, respectively; liquidation value of RMB400,652)		355,248		355,248		52,934
Series D convertible redeemable preferred shares (US$0.0001 par value; 35,180 shares authorized, issued and outstanding as of December 31, 2018 and March 31, 2019, respectively; liquidation value of RMB469,654)		408,358		408,358		60,847
Series E convertible redeemable preferred shares (US$0.0001 par value; 10,825 shares authorized, issued and outstanding as of December 31, 2018 and March 31, 2019, respectively; liquidation value of RMB157,447)		136,427		136,427		20,328
Shareholders' equity:
Ordinary shares (US$0.0001 par value; 500,000,000 shares authorized, 1,626,728 shares issued and outstanding as of December 31, 2018 and March 31, 2019)		—		—		—
Additional paid-in capital		3,046,725		3,080,385		458,992
Statutory reserves		446,277		443,777		66,125
Retained earnings		2,671,275		3,197,431		476,431
Accumulated other comprehensive income		80,193		46,977		7,000

Total 9F Inc. shareholders' equity		6,244,470		6,768,570		1,008,548

Non-controlling interest		10,450		27,322		4,072

Total shareholders' equity		6,254,920		6,795,892		1,012,620

TOTAL LIABILITIES, MEZZANINE EQUITY AND SHAREHOLERS'EQUITY		9,107,961		9,786,747		1,458,271

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

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UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(All amounts in thousands, except for number of shares and per share data, or otherwise noted)

	Three months ended March 31,

	2018			2019			2019
	RMB			RMB			USD (Note2)
Net revenues:
Loan facilitation services		931,727			1,042,820			155,385
Post-origination services		93,385			81,252			12,107
Others		67,320			79,932			11,910

Total net revenues		1,092,432			1,204,004			179,402
Operating costs and expenses:
Cost of products		—			(39,808	)		(5,932	)
Sales and marketing (including services provided by related parties of RMB11,870 and RMB7,676 in three months ended March 31, 2018 and 2019)		(403,627	)		(348,826	)		(51,977	)
Origination and servicing (including services provided by related parties of RMB17,153 and RMB2,925 in three months ended March 31, 2018 and 2019)		(117,582	)		(97,727	)		(14,562	)
General and administrative (including share-based compensation of RMB121,582 and RMB33,660 in three months ended March 31, 2018 and 2019)		(242,362	)		(229,388	)		(34,180	)

Total operating costs and expenses		(763,571	)		(715,749	)		(106,651	)
Interest income		29,947			75,782			11,292
Gain recognized on remeasurement of previously held equity interest in acquiree		—			16,272			2,425
Non-operating income (loss), net		6,066			(358	)		(53	)

Income before income tax expense and share of profit in equity method investments		364,874			579,951			86,415
Income tax expense		(65,711	)		(54,004	)		(8,047	)
Share of profit (loss) in equity method investments		(8,427	)		1,435			214

Net income		290,736			527,382			78,582
Net loss attributable to the non-controlling interest shareholders		866			522			78

Net income attributable to 9F Inc .		291,602			527,904			78,660

Change in redemption value of preferred shares		(4,247	)		(4,248	)		(633	)

Net income attributable to ordinary shareholders		287,355			523,656			78,027



Net income per ordinary share
Basic		156.25			279.87			41.70
Diluted		138.32			244.37			36.41
Weighted average number of ordinary shares used in computing net income per ordinary share
Basic		1,626,728			1,626,728			1,626,728
Diluted		1,942,492			2,006,017			2,006,017

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

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UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Amount in thousands, except for number of shares and per share data, or otherwise noted)

	Three months ended March 31,

	2018			2019			2019
	RMB			RMB			USD (Note2)
Net income		290,736			527,382			78,582
Other comprehensive income:
Foreign currency translation adjustment, net of tax of nil		(31,063	)		(33,715	)		(5,023	)
Unrealized gains(losses) on available for sale investments, net of tax of nil		(127	)		499			74

Total comprehensive income		259,546			494,166			73,633
Total comprehensive (income) loss attributable to the non-controlling interest shareholders		866			522			78

Total comprehensive income attributable to 9F Inc .		260,412			494,688			73,711

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

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UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

(All amounts in thousands, except for number of shares and per share data, or otherwise noted)

	9F Inc. shareholders' Equity

	Ordinary shares
	Ordinary shares												Accumulated other comprehensive income (loss)
	Number of shares		Amount		Additional paid-in capital		Statutory reserve			Retained earnings			Accumulated other comprehensive income (loss)			Total 9F Inc. shareholders' equity			Non- controlling interest			Total share-holders' equity
			RMB		RMB		RMB			RMB			RMB			RMB			RMB			RMB
Balance as of January 1, 2018		1,514,684		—		2,538,563		165,259			987,714			(3,091	)		3,688,445			16,196			3,704,641
Issuance of ordinary shares		112,044		—		—		—			—			—			—			—			—
Change in redemption value of preferred shares (Note 13)		—		—		—		—			(4,247	)		—			(4,247	)		—			(4,247	)
Share-based compensation		—		—		121,582		—			—			—			121,582			—			121,582
Net income		—		—		—		—			291,602			—			291,602			(866	)		290,736
Provision of statutory reserve		—		—		—		349,944			(349,944	)		—			—			—			—
Other comprehensive loss		—		—		—		—			—			(31,190	)		(31,190	)		—			(31,190	)

Balance as of March 31, 2018		1,626,728		—		2,660,145		515,203			925,125			(34,281	)		4,066,192			15,330			4,081,522
Balance as of January 1, 2019		1,626,728		—		3,046,725		446,277			2,671,275			80,193			6,244,470			10,450			6,254,920
Change in redemption value of preferred shares (Note 13)		—		—		—		—			(4,248	)		—			(4,248	)		—			(4,248	)
Share-based compensation		—		—		33,660		—			—			—			33,660			—			33,660
Net income		—		—		—		—			527,904			—			527,904			(522	)		527,382
Reclassification of statutory reserve in connection with the liquidation of a Group's subsidiary		—		—		—		(2,500	)		2,500			—			—			—			—
Capital contribution from a non-controlling shareholder		—		—		—		—			—			—			—			1,532			1,532
Non-controlling interest arising from an acquisition		—		—		—		—			—			—			—			15,862			15,862
Other comprehensive income		—		—		—		—			—			(33,216	)		(33,216	)		—			(33,216	)

Balance as of March 31, 2019		1,626,728		—		3,080,385		443,777			3,197,431			46,977			6,768,570			27,322			6,795,892

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

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UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(All amounts in thousands, except for number of shares and per share data, or otherwise noted)

	Three months ended March 31,

	2018			2019			2019
	RMB			RMB			USD
Cash Flows from Operating Activities:
Net income		290,736			527,382			78,582
Adjustments to reconcile net income to net cash provided in operating activities:
Depreciation		3,958			6,543			975
Amortization		645			1,990			297
Share-based compensation		121,582			33,660			5,016
Loss from disposals of property and equipment		15			462			69
Share of profit (loss) in equity method investments		8,427			(1,435	)		(214	)
Changes in fair value in long-term investment		(1,500	)		—			—
Gain recognized on remeasurement of previously held equity interest in acquiree		—			(16,272	)		(2,425	)
Loss from disposal of equity method investment		2,035			341			51
Provision (reversal of for allowance) for doubtful accounts		(335	)		19,902			2,965
Provision for losses on contract assets		—			366			54
Changes in operating assets and liabilities
Accounts receivable		(12,365	)		(58,168	)		(8,667	)
Other receivables		(66,879	)		4,263			634
Contract assets		—			(16,184	)		(2,411	)
Prepaid expenses and other assets		67,930			54,036			8,050
Deferred tax assets		(9,749	)		(15,393	)		(2,294	)
Amount due from/to related parties		128,596			3,391			505
Accrued expenses and other liabilities		5,552			(17,172	)		(2,559	)
Income tax payable		(25,857	)		2,546			379
Payroll and welfare payable		(53,239	)		(33,048	)		(4,924	)
Deferred revenue		(22,110	)		(5,398	)		(804	)
Deferred tax liabilities		(117	)		(460	)		(69	)

Net cash provided by operating activities		437,325			491,352			73,210

Cash Flows from Investing Activities:
Purchases of property, equipment and software		(12,857	)		(13,005	)		(1,938	)
Disposals of property and equipment		29			—			—
Purchase of term deposits		(481,356	)		—			—
Redemption of term deposits		350,000			542,687			80,863
Acquisitions of subsidiaries, net of cash acquired		—			(49,411	)		(7,362	)
Purchases of long-term investment		(335,359	)		(5,254	)		(783	)
Payment for the origination of loan receivables		(12,026	)		(8,085	)		(1,205	)
Proceeds from collection of loan receivables		50,000			30,000			4,470
Loans to related parties		(147,510	)		(2,482	)		(370	)
Repayment of loans to related parties		11,350			2,414			360

Net cash (used in)/ provided by investing activities		(577,729	)		496,864			74,035

Cash Flows from Financing Activities:
Capital contribution by non-controlling shareholders		—			1,532			228
Proceeds from issuance of convertible redeemable preferred shares, net of issuance cost of RMB36 and nil in three months ended March 31 2018 and 2019		408,358			—			—

Net cash provided by financing activities		408,358			1,532			228
Effect of foreign exchange rate changes on cash, cash equivalent		(24,123	)		(6,616	)		(982	)
Net increase in cash, cash equivalent		243,831			983,132			146,491
Cash, cash equivalent at the beginning of the period		3,778,786			5,469,077			814,918

Cash, cash equivalent at the end of the period		4,022,617			6,452,209			961,409



Supplemental disclosures of cash flow information:
Cash paid for income taxes		93,008			67,996			10,132

Supplemental disclosure of non-cash investing and financing activities:

In the three months ended March 31, 2019, the Group completed several business combinations. Details of non-cash activities arising from these acquisitions are set out in Note 3.

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2018 AND 2019

(All amounts in thousands, except for number of shares and per share data, or otherwise noted)

1. ORGANIZATION AND PRINCIPAL ACTIVITIES

9F Inc. (the "Company" or "9F") was incorporated under the laws of the Cayman Islands on January 24, 2014. The Group, its subsidiaries, its consolidated variable interest entities ("VIEs") and VIEs' subsidiaries (collectively referred to as the "Group") are digital platform integrating and personalizing financial services in the People's Republic of China ("PRC"). The Group provides a comprehensive range of financial products and services across online lending, wealth management, and payment facilitation, all integrated under a single digital financial account.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The unaudited condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission and accounting principles generally accepted in the United States of America ("U.S. GAAP") for interim financial reporting. Certain information and footnote disclosures normally included in financial statements prepared in conformity with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. Accordingly, these statements should be read in conjunction with the Group's audited consolidated financial statements as of and for the years ended December 31, 2016, 2017 and 2018.

In the opinion of the management, the accompanying unaudited condensed consolidated financial statements reflect all normal recurring adjustments, which are necessary for a fair presentation of financial results for the interim periods presented. The Group believes that the disclosures are adequate to make the information presented not misleading. The accompanying unaudited condensed consolidated financial statements have been prepared using the same accounting policies as used in the preparation of the Group's consolidated financial statements as of and for the years ended December 31, 2016, 2017 and 2018, except for the adoption of ASU2016-02, Leases (Topic 842). The Group adopted Topic 842 in the first quarter of 2019 using the modified retrospective transition approach allowed under ASU 2018-11, Leases (Topic 842), Targeted Improvements, as described in Note 2. The results of operations for the three months ended March 31, 2018 and 2019 are not necessarily indicative of the results for the full years. The financial information as of December 31, 2018 presented in the unaudited condensed consolidated financial statements is derived from the audited consolidated financial statements as of and for the year ended December 31, 2018.

Basis of consolidation

The unaudited condensed consolidated financial statements include the financial statements of the Company, its subsidiaries and its consolidated VIEs, including the VIEs' subsidiaries, for which the Group is the ultimate primary beneficiary.

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FOR THE THREE MONTHS ENDED MARCH 31, 2018 AND 2019

(All amounts in thousands, except for number of shares and per share data, or otherwise noted)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

All transactions and balances among the Company, its subsidiaries, the VIEs and the VIEs' subsidiaries have been eliminated upon consolidation.

The following table sets forth the assets, liabilities, results of operations and cash flows of the VIEs and its subsidiaries, which are included in the Group's unaudited condensed consolidated financial statements after the elimination of intercompany balances and transactions:

	As of December 31, 2018		As of March 31, 2019

	RMB		RMB
Assets:
Cash and cash equivalents		4,310,737		4,749,753
Term deposits		5,000		4,985
Accounts receivable, net		178,350		246,446
Other receivables, net		83,469		78,022
Loan receivables, net		593,255		543,637
Amount due from related parties		8,663		7,901
Prepaid expenses and other assets		458,833		424,519
Contracts assets, net		12,642		28,459
Long-term investments		569,066		552,186
Operating lease right-of-use assets		—		148,470
Property, equipment and software, net		72,696		75,244
Goodwill		7,351		72,304
Intangible assets, net		19,083		51,502
Deferred tax assets, net		84,338		99,732

Total assets		6,403,483		7,083,160



Liabilities:
Deferred revenue		280,512		293,558
Payroll and welfare payable		28,115		4,649
Income tax payable		297,785		310,947
Accrued expenses and other liabilities		639,557		637,109
Operating lease liabilities		—		154,399
Amount due to related parties		14,702		17,164
Deferred tax liabilities		4,771		12,875

Total liabilities		1,265,442		1,430,701

	For the three months ended March 31,

	2018		2019
	RMB		RMB
Net revenues		919,672		1,179,857
Net income		488,702		583,691

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FOR THE THREE MONTHS ENDED MARCH 31, 2018 AND 2019

(All amounts in thousands, except for number of shares and per share data, or otherwise noted)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

	For the three months ended March 31,

	2018			2019
	RMB			RMB
Net cash provided by operating activities		344,156			485,209
Net cash (used in)/provided by investing activities		(148,620	)		38,939
Net cash provided by financing activities		—			1,000

The VIE contributed an aggregate of 84.19% and 97.99% of the consolidated net revenues for the three-month periods ended March 31, 2018 and 2019, respectively. As of December 31, 2018 and March 31, 2019, the VIE accounted for an aggregate of 70.31% and 72.38%, respectively, of the consolidated total assets, and 86.05% and 89.19%, respectively, of the consolidated total liabilities. The assets that were not associated with the VIE primarily consist of cash and cash equivalents.

Revenue recognition

The Group has early adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606) and all subsequent ASUs that modified Topic 606 on January 1, 2017 and has elected to apply it retrospectively for the year ended December 31, 2016.

•: Step 1: Identify the contract(s) with a customer
•: Step 2: Identify the performance obligations in the contract
•: Step 3: Determine the transaction price
•: Step 4: Allocate the transaction price to the performance obligations in the contract
•: Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation

Online Lending Information Intermediary Services revenue

Through its online platform, the Group provides intermediary services on personal financing product, One Card, under which the holders of One Card can apply for loans on a revolving basis ("revolving loan product"). The Group also provides one-time loan facilitation services to meet various consumption needs ("non-revolving loan product"). For revolving loan products and non-revolving loan products, the Group's services provided consist of:

a): Matching marketplace investors to potential qualified borrowers and facilitating the execution of loan agreements between the parties (referred to as "loan facilitation service"); and

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FOR THE THREE MONTHS ENDED MARCH 31, 2018 AND 2019

(All amounts in thousands, except for number of shares and per share data, or otherwise noted)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

b): Providing repayment processing services for the marketplace investors and borrowers over the loan term, including repayment reminders and following up on late repayments (referred to as "post origination services").

The Group considers its customers to be both the investors and borrowers. The Group considers the loan facilitation service and post origination service as two separate services, which represent two separate performance obligations under Topic 606, as these two deliverables are distinct in that customers can benefit from each service on its own and the Group's promises to deliver the services are separately identifiable from each other in the contract.

The Group determines the total transaction price to be the service fees chargeable from the borrowers and investors. The transaction price is allocated to the loan facilitation services and post origination services using their relative standalone selling prices consistent with the guidance in Topic 606. The Group does not have observable standalone selling price information for the loan facilitation services or post origination services because it does not provide loan facilitation services or post origination services on a standalone basis. There is no direct observable standalone selling price for similar services in the market that is reasonably available to the Group. As a result, the estimation of standalone selling price involves significant judgments. The Group uses an expected cost plus margin approach to estimate the standalone selling prices of loan facilitation services and post origination services as the basis of revenue allocation. In estimating its standalone selling price for the loan facilitation services and post origination services, the Group considers the cost incurred to deliver such services, profit margin for similar arrangements, customer demand, effect of competitors on the Group's services, and other market factors.

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FOR THE THREE MONTHS ENDED MARCH 31, 2018 AND 2019

(All amounts in thousands, except for number of shares and per share data, or otherwise noted)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

combined as contract price to be allocated to the two performance obligations relating to loan facilitation services and post-origination services, and recognized as revenue when the relevant services are delivered. Revenue recognized related to service fees not yet received from investors that will be collected at the end of the investment commitment period and over the commitment period are recorded as accounts receivable. All service fees are fixed and not refundable. Revenue recognized is recorded net of value added tax ("VAT"). Remaining performance obligations represents the amount of the transaction price for which service has not been performed under post-origination services. As of March 31, 2019, the aggregate amount of the transaction price allocated for the remaining performance obligations was RMB341,449. The Group expects to recognize revenue of RMB228,525 and RMB94,214 on the remaining performance obligations over the next 12 and 24 months, respectively, with the remainder of RMB18,710 recognized thereafter.

Direct lending program revenue

Through its direct lending program, the Group provides traffic referral services to financial institutional partners, allowing the financial institutional partners to gain access to borrowers who passed the Group's risk assessment. The Group's services provided consist of:

a): Matching financial institutional partners to potential qualified borrowers, and facilitating the execution of loan agreements between the parties (also referred to as "loan facilitation service"); and
b): Providing repayment processing services for the financial institutional partners and borrowers over the loan term, including repayment reminders and loan collection (also referred to as "post origination services").

Consistent with the revenue recognition policy under the online lending information intermediary services model, the Group has determined that it is not the legal lender or borrower in the loan origination and repayment process, but acting as an intermediary to bring the lender and the borrower together. Therefore, the Group does not record the loans receivable or payable arising from the loans facilitated between the financial institutional partners and borrowers. The Group considers its customers to be both the financial institutional partners and borrowers. The Group considers the loan facilitation service and post origination service as two separate performance obligations.

The Group determines the total transaction price to be the service fees chargeable from the borrowers or the financial institutional partners, which is the contracted price adjusted for variable consideration such as potential loan prepayment by the borrows that could reduce the total transaction price, which is estimated using the expected value approach based on historical data and current trends of prepayments of the borrowers. Then the transaction price is allocated to the loan facilitation services and post origination services using their relative standalone selling prices consistent with the guidance in Topic 606, similar to online lending information intermediary services revenue.

For each type of service, the Group recognizes revenue when (or as) the entity satisfies the service/performance obligation by transferring the promised service to customers. Revenues from loan facilitation services are recognized at the time a loan is originated between the financial institutional

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FOR THE THREE MONTHS ENDED MARCH 31, 2018 AND 2019

(All amounts in thousands, except for number of shares and per share data, or otherwise noted)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

partners and the borrowers and the principal loan balance is transferred to the borrowers, at which time the facilitation service is considered completed. Revenues from post origination services are recognized on a straight line basis over the term of the underlying loans as the services are provided ratably on a monthly basis.

Other revenues

Other revenues mainly include product sales revenues from online sales of goods, penalty fees for late payment, and other service revenues.

The Group generates product sales revenues primarily through selling of merchandise via its online shopping platform, One Card Mall ("online agent model"), and through selling of upscale products via third party platforms ("online direct sales model"). Under online agent model, customers can buy merchandise provided by third-party merchandise suppliers on One Card Mall. The Group does not control the merchandise, but rather is acting as an agent for the suppliers. Revenue is recognized for the net amount of consideration the Group entitled to retain in exchange for the agent service. The Group commenced the operations of the online direct sales model in the first quarter of 2019. Under the online direct sales model, revenue is recognized on a gross basis as the Group controls the merchandise before it is transferred to the customers, which is indicated by (i) the Group is primarily responsible for fulfilling the promise to provide the specified upscale products to the customers; (ii) the Group bears inventory risk; and (iii) the Group has discretion in establishing price. Revenue recognized under online direct sales model is RMB nil and RMB 42,009 for three months ended March 31, 2018, and 2019, respective.

The penalty fee, which is the fee paid to the investors and assigned to us by the investors, will be received as a certain percentage of past due amounts collected. Starting from early 2018, penalty fees under the Group's online lending information intermediary services have been paid to the depository account managed by Guangdong Success, the third party guarantor, and none is assigned to the Group. Accordingly, they are no longer included in the Group's revenues thereafter.

Other revenue also includes revenue of services such as insurance agency, securities brokerage, consulting and customer referral.

Cash incentives

To expand market presence, the Group voluntarily provides cash incentives in the form of cash coupons to new and existing investors during its marketing activities. These coupons are not related to prior transactions, and can only be utilized in conjunction with subsequent lending activities. The cash incentives provided are accounted as a reduction of transaction price according to ASC 606-10-32-25. Cash incentives paid to existing investors, cash incentives paid to new investors, and cash incentives recognized as a reduction of revenue for three months ended March 31, 2018 was RMB4.5 million, RMB0.9 million and RMB5.8 million, respectively. Cash incentives paid to existing investors, cash incentives paid to new investors, and cash incentives recognized as a reduction of revenue for three months ended March 31, 2019 was RMB10.7 million, RMB0.2 million, and RMB10.7 million, respectively.

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FOR THE THREE MONTHS ENDED MARCH 31, 2018 AND 2019

(All amounts in thousands, except for number of shares and per share data, or otherwise noted)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Value added taxes ("VAT")

The Group is subject to VAT at the rate of 17%, 16%, 6% or 3%, depending on whether the entity is a general tax payer or small-scale taxpayer, and related surcharges on revenue generated from providing services. VAT is also reported as a deduction to revenue when incurred and amounted to RMB100,614 and RMB98,935 for the three months ended March 31, 2018 and 2019, respectively. Entities that are VAT general taxpayers are allowed to offset qualified input VAT paid to suppliers against their output VAT liabilities. Net VAT balance between input VAT and output VAT is recorded in the line item of accrued expenses and other liabilities on the face of balance sheet.

Disaggregation of revenues

The Group generates revenues primarily from loan facilitation and post-origination services provided to investors and borrowers through its online lending information intermediary services and direct lending program. The Group also generates other revenues, such as penalty fee charged to borrowers for late payment, product sales revenues from online sales of goods, and other service revenues. The following table provides further disaggregation by types of revenues recognized:

Three months ended March 31, 2018	Loan facilitation services		Post origination services		Other revenues		Total

	RMB		RMB		RMB		RMB
Online lending platform revenue
Online lending information intermediary services revenue
Revolving loan products (One Card)		871,522		66,565		—		938,087
Non-revolving loan products		59,982		26,808		—		86,790
Direct lending program revenue		223		12		—		235
Other revenue		—		—		67,320		67,320

Total		931,727		93,385		67,320		1,092,432

Three months ended March 31, 2019	Loan facilitation services		Post origination services		Other revenues		Total

	RMB		RMB		RMB		RMB
Online lending platform revenue
Online lending information intermediary services revenue
Revolving loan products (One Card)		896,798		68,200		—		964,998
Non-revolving loan products		66,679		11,785		—		78,464
Direct lending program revenue		79,343		1,267		—		80,610
Other revenue		—		—		79,932		79,932

Total		1,042,820		81,252		79,932		1,204,004

The Group manages its business through a comprehensive offering of financial products tailored to the needs of the investors and borrowers. These financial products are categorized by Group as loan

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FOR THE THREE MONTHS ENDED MARCH 31, 2018 AND 2019

(All amounts in thousands, except for number of shares and per share data, or otherwise noted)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

products, wealth management products and others. The following table illustrates the disaggregation of revenues by product offerings:

	Three month ended March 31,

	2018		2019
	RMB		RMB
Loan product revenue		975,520		1,007,079
Wealth management product revenue		96,331		134,197
Others		20,581		62,728

Total		1,092,432		1,204,004

Loan products—During the periods ended March 31, 2018 and 2019, loan products represented product offerings tailored to the needs of the borrowers. Loan product revenues in the above table represented the portion of the service fees that were charged to borrowers through the Group's online lending information intermediary services, and charged from borrowers with whom we have stopped charging service fees since April 2019 or financial institution partners under direct lending program business.

Wealth Management products—During the periods ended March 31, 2018 and 2019, wealth management products represented product offerings tailored to needs of the investors, including fixed income products and other wealth management products such as insurance and stock investment brokerage services, and fund investment products services. Fixed income products were offered to investors who desired to make investment to loans facilitated through the Group's online lending information intermediary services. Revenues from wealth management products in the above table were mainly derived from fixed income products and represented the portion of service fees that was charged to investors in the Group's online lending information intermediary services. Revenues recognized on other wealth management products were immaterial for the periods presented.

Deferred Revenue

Deferred revenue consists of post origination service fees received or receivable from borrowers, investors and financial institution partners for which services have not yet been provided. Deferred revenue are recognized ratably as revenue when the post-origination services are delivered during the loan period. The balance of deferred revenue decreased from RMB346,847 as of December 31, 2018 to RMB341,449 as of March 31, 2019 due to business slowdown. Revenue recognized in the periods ended March 31, 2018 and 2019 that was included in the deferred revenue balance at the beginning of the year amount RMB83,755 and RMB44,002, respectively.

Contract assets, net

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FOR THE THREE MONTHS ENDED MARCH 31, 2018 AND 2019

(All amounts in thousands, except for number of shares and per share data, or otherwise noted)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

received repayment of loans from the borrowers. Contracts assets are recorded under these arrangements when the Group provided the loan facilitation and post origination services but before the payments are due from the financial institution partners.

Contract assets are stated at the historical carrying amount net of write-off and allowance for collectability in accordance with ASC Topic 310. The Group established an allowance for uncollectible contract assets based on estimates, historical experience and other factors surrounding the credit risk of specific customers similar to borrowers related to the financial institution partners. The Group evaluates and adjusts its allowance for uncollectible contract assets on a quarterly basis or more often as necessary. Uncollectible contract assets are written off when the consideration entitled by the Group is due and the Group has determined the balance will not be collected. The Company recognizes contract assets only to the extent that the Group believes it is probable that they will collect substantially all of the consideration to which it will be entitled in exchange for the services transferred to the customer.

The following table presents the contract assets from loan facilitation services and post origination services:

	December 31, 2018

	RMB
Contract assets from loan facilitation services and post origination services		12,971
Less: Allowance for losses on contract assets		(329	)

Total		12,642

	March 31, 2019

	RMB
Contract assets from loan facilitation services and post origination services		29,155
Less: Allowance for losses contract assets		(695	)

Total		28,460

The following table presents the movement of allowance for losses on contract assets for the three months ended March 31, 2019:



As of January 1, 2019	329
Provision for losses on contract assets	735
Write-offs	(369	)
As of March 31, 2019	695

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FOR THE THREE MONTHS ENDED MARCH 31, 2018 AND 2019

(All amounts in thousands, except for number of shares and per share data, or otherwise noted)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Practical Expedients and Exemptions

The Group generally expenses sales commissions when incurred because the amortization period would have been one year or less. These costs are recorded within sales and marketing expenses.

Cost of products

Cost of products mainly consists of the purchase price of products sold and inventory write-downs under the online direct sales model. Cost of products does not include fulfillment expenses, therefore the Group's cost of products may not be comparable to other companies which include such expenses in their cost of revenues.

Allowance for doubtful accounts

Accounts receivable, other receivables and loan receivables are stated at the historical carrying amount net of write-offs and allowance for uncollectible accounts. The Group establishes an allowance for uncollectible accounts receivable, other receivables and loan receivables based on estimates, historical experience and other factors surrounding the credit risk of specific customers. Uncollectible receivables are written off when a settlement is reached for an amount that is less than the outstanding historical balance or when the Group has determined the balance will not be collected. The allowance for doubtful accounts for the three months ended March 31, 2018 and 2019 is as follows:

	Accounts receivable			Other receivables		Loan receivables		Total

	RMB			RMB		RMB		RMB
Balance at January 1, 2018		29,611			5,010		—		34,621
Reversal		(335	)		—		—		(335	)

Balance at March 31, 2018		29,276			5,010		—		34,286



Balance at January 1, 2019		1,053			5,010		—		6,063
Provision for doubtful accounts		—			—		20,036		20,036
Reversal		(134	)		—		—		(134	)

Balance at March 31, 2019		919			5,010		20,036		25,965

Government subsidy income

The Group receives government grants and subsidies in the PRC from various levels of local governments from time to time which are granted for general corporate purposes and to support its ongoing operations in the region. The grants are determined at the discretion of the relevant government authority and there are no restrictions on their use. The government subsidies are recorded as non-operating income in the unaudited condensed consolidated statements of operations in the period the cash is received. The government grants received by the Group amount to RMB6,228 and RMB4,766 for the three months ended March 31, 2018 and 2019, respectively.

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FOR THE THREE MONTHS ENDED MARCH 31, 2018 AND 2019

(All amounts in thousands, except for number of shares and per share data, or otherwise noted)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Leases

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). In January 2019, the Company adopted Topic 842. The Group elected the practical expedients under ASU 2016-02 which includes the use of hindsight in determining the lease term and the practical expedient package to not reassess whether any expired or existing contracts are or contain leases, to not reassess the classification of any expired or existing leases, and to not reassess initial direct costs for any existing leases. Upon adoption of Topic 842, the Group recognized both a right-of-use assets and corresponding lease liabilities of RMB177,042 and RMB175,422, respectively, on the balance sheet. The difference between the right-of-use assets and lease liabilities was due to prepaid rent. The adoption did not have a material impact on the Group's consolidated statements of operations or consolidated statements of cash flows upon adoption as described in Note 18. The adoption of Topic 842 also did not result in a cumulative-effect adjustment to retained earnings.

The Group leases certain office premises in different cities in the PRC and overseas under operating leases. The Group determines whether an arrangement constitutes a lease and records lease liabilities and right-of-use assets on its consolidated balance sheets at the lease commencement. The Group measures its lease liabilities based on the present value of the total lease payments not yet paid discounted based on the more readily determinable of the rate implicit in the lease or its incremental borrowing rate, which is the estimated rate the Group would be required to pay for a collateralized borrowing equal to the total lease payments over the term of the lease. The Group estimates its incremental borrowing rate based on an analysis of corporate debt of companies with credit and financial profiles similar to its own. The Group measures right-of-use assets based on the corresponding lease liability adjusted for payments made to the lessor at or before the commencement date, and initial direct costs it incurs under the lease. The Group begins recognizing rent expense when the lessor makes the underlying asset available for use by the Group.

For short-term leases, the Group records rent expense in its consolidated statements of operations on a straight-line basis over the lease term.

Convenience translation

Translations of amounts from RMB into USD are presented solely for the convenience of the reader and were calculated at the rate of USD1.00 = RMB 6.7112 on March 29, 2019, the last business day for the period ended March 31, 2019, representing the exchange rate published by the Federal Reserve Board. No representation is intended to imply that the RMB amounts could have been, or could be, converted, realized or settled into USD at such rate, or at any other rate.

Significant risks and uncertainties

i) Foreign currency risk

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FOR THE THREE MONTHS ENDED MARCH 31, 2018 AND 2019

(All amounts in thousands, except for number of shares and per share data, or otherwise noted)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

and political developments affecting supply and demand in the China Foreign Exchange Trading System market. The cash and cash equivalents of the Group included aggregate amounts of RMB5,281,635 and RMB5,758,495, which were denominated in RMB at December 31, 2018 and March 31, 2019, respectively, representing 96.57% and 89.25% of the cash and cash equivalents at December 31, 2018 and March 31, 2019, respectively.

ii) Concentration of credit risk

Financial instrument that potentially expose the Group to significant concentration of credit risk primarily included in the balance sheet line item cash and cash equivalents, term deposits, accounts receivable, other receivables, loan receivable, prepaid expenses and other assets. As of December 31, 2018 and March 31, 2019, substantially all of the Group's cash and cash equivalents were deposited in financial institutions located in the PRC. Accounts receivable are typically unsecured and are derived from revenue earned from customers in the PRC. The risk with respect to accounts receivable is mitigated by credit evaluations the Group performs on its customers and its ongoing monitoring process of outstanding balances. The Group made loans to third-party companies under loan agreements and is exposed to credit risk in case of defaults by the debtors. The maximum amount of loss due to credit risk is limited to the total outstanding principal plus accrued interest on the balance sheet date. As of March 31, 2018, and 2019, there were RMB88,226 and RMB551,976 of loans receivable outstanding. The Group evaluates and monitors the credit worthiness of the debtors and records an allowance for uncollectible accounts based on an assessment of the payment history, the existence of collateral, current information and events, and the facts and circumstances around the credit risk of the debtor.

There are no revenues from customers which individually represent greater than 10% of the total net revenues for any period of the two periods ended March 31, 2018 and 2019.

There are no customers of the Group that accounted for greater than 10% of the Group's carrying amount of accounts receivable as of December 31, 2018 and March 31, 2019.

Recent accounting pronouncements adopted

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FOR THE THREE MONTHS ENDED MARCH 31, 2018 AND 2019

(All amounts in thousands, except for number of shares and per share data, or otherwise noted)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

adjustment to beginning retained earnings as of the beginning of the first reporting period in which the guidance is adopted. The Group adopted this standard on January 1, 2018 and has elected to apply the measurement alternative to its equity investments that do not have readily determinable fair values. The adoption of this standard did not have a material impact on the Group's unaudited condensed consolidated financial statements. Refer to Long-term Investments in Note 2 for more details.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The guidance supersedes existing guidance on accounting for leases with the main difference being that operating leases are to be recorded in the statement of financial position as right-of-use assets and lease liabilities, initially measured at the present value of the lease payments. For operating leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election not to recognize lease assets and liabilities. For public business entities, the guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early application of the guidance is permitted. In July 2018, ASU 2016-02 was updated with ASU No. 2018-11, Targeted Improvements to ASC 842, which provides entities with relief from the costs of implementing certain aspects of the new leasing standard. Specifically, under the amendments in ASU 2018-11, (1) entities may elect not to recast the comparative periods presented when transitioning to ASC 842 (the "optional transition method") and (2) lessors may elect not to separate lease and nonlease components when certain conditions are met. Before ASU 2018-11 was issued, transition to the new lease standard required application of the new guidance at the beginning of the earliest comparative period presented in the financial statements. The Group adopted the new lease standard using the optional transition method as of January 1, 2019. The adoption resulted in an increase in the assets and liabilities on the unaudited condensed consolidated balance sheet for the operating leases and did not have a significant impact on the unaudited condensed consolidated statements of operations. The Group adopted Topic 842 in the first quarter of 2019 using the modified retrospective transition approach allowed under ASU 2018-11, without adjusting the comparative periods presented. Refer to Leases in Note 2 for more details.

In June 2018, the FASB issued ASU 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, which more closely aligns the accounting for share-based payments to nonemployees with the guidance for employees. The ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018, with early adoption permitted. The Group has early adopted the ASU, which did not result in any material difference to the unaudited condensed consolidated financial statements.

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FOR THE THREE MONTHS ENDED MARCH 31, 2018 AND 2019

(All amounts in thousands, except for number of shares and per share data, or otherwise noted)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Recent accounting pronouncements not yet adopted

In June 2016, the FASB issued a new pronouncement ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which is intended to improve financial reporting by requiring timelier recording of credit losses on loans and other financial instruments held by financial institutions and other organizations. The ASU requires the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Financial institutions and other organizations will now use forward-looking information to better inform their credit loss estimates. Many of the loss estimation techniques applied today will still be permitted, although the inputs to those techniques will change to reflect the full amount of expected credit losses. Organizations will continue to use judgment to determine which loss estimation method is appropriate for their circumstances. The ASU requires enhanced disclosures to help investors and other financial statement users better understand significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of an organization's portfolio. These disclosures include qualitative and quantitative requirements that provide additional information about the amounts recorded in the financial statements. In addition, the ASU amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration. The ASU is effective for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early application will be permitted for all organizations for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Group is in the process of evaluating the impact that this guidance will have on its consolidated and combined financial statements.

3. BUSINESS ACQUISITIONS

In the three months ended March 31, 2019, the Group completed several business acquisitions to complement its existing businesses. Total cash consideration transferred (net of cash acquired) for these acquisitions amounted to RMB49,411, which was net of cash acquired of RMB12,577. For business acquisition where the Group held investments accounted for under the equity method, the Group's existing equity interest in the entities were remeasured to a fair value of RMB35,040 with the excess over the carrying value recorded as gain recognized on remeasurement of previously held equity interest in acquiree of RMB16,272 on the consolidated statements of operations.

Based on a valuation performed by the Group with the assistance of third party valuer, the purchase price allocated to the fair value of assets acquired, liabilities assumed and non-controlling interest were RMB111,025, RMB10,712 and RMB15,862, respectively. The assets acquired from the acquisitions mainly include trade name of RMB6,400 and technologies of RMB27,600 to be amortized over 10 years and 5 years, respectively. Goodwill recognized in these acquisitions were RMB64,954, which was primarily attributable to the synergies expected to be achieved from these acquisitions.

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FOR THE THREE MONTHS ENDED MARCH 31, 2018 AND 2019

(All amounts in thousands, except for number of shares and per share data, or otherwise noted)

4. LOAN RECEIVABLES, NET



Loan receivables, net	593,943	551,976

Total	593,943	551,976

Allowance for loan loss of nil and RMB20,036 was recorded for these loan receivables as of December 31, 2018 and March 31, 2019, respectively.

As of December 31, 2018, all of the loan receivables outstanding were current with its payment. As of March 31, 2019, RMB20,036 loan receivables were overdue for 90 days and a full allowance was taken against the loan amount. The remaining loan receivables were current with its payment.

Interest-earning loan receivables are on non-accrual status if loans are past due for more than 90 days. As of December 31, 2018, there were no non-accrual loan receivables. As of March 31, 2019, RMB20,036 loan receivables were on non-accrual status.

The fair value of loan receivables was RMB617,618 and RMB599,420 as of December 31, 2018 and March 31, 2019, respectively. The fair value of loan receivables is estimated as present value of the loans using market interest rates. These loan receivables are categorized in Level 2 of the fair value hierarchy.

5. PREPAID EXPENSES AND OTHER ASSETS



Deposits ⁽ⁱ⁾	102,155	99,552
Advance to suppliers	289,679	243,143
Segregated bank balances held on behalf of customers ⁽ⁱⁱ⁾	47,497	47,493
Prepaid taxes	85,486	79,734
Prepaid service fee	8,869	13,719
Others	9,402	19,353

Total	543,088	502,994

(i): Deposits mainly include rent deposits and deposits to third-party vendors.
(ii): The Group's subsidiary, 9F Primasia Securities Limited ("9F Primasia") receives funds from investors for purpose of buying or selling securities on behalf of its customers. The funds are deposited in 9F Primasia bank account restricted only for the use of purchasing securities on behalf of the customers and the use of the funds within this account are monitored by the bank. Such bank balance represents an asset of the Group for the amounts due to customers for the segregated bank balance held and payable to customers on demand. The Group also recognizes a corresponding liability for the same amount.

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FOR THE THREE MONTHS ENDED MARCH 31, 2018 AND 2019

(All amounts in thousands, except for number of shares and per share data, or otherwise noted)

6. FAIR VALUE OF ASSETS AND LIABILITIES

Financial instruments recorded at fair value

1) Assets and Liabilities Recorded at Fair Value

The Group does not have assets or liabilities measured at fair value on a non-recurring basis.

The following tables present the fair value hierarchy for assets and liabilities measured at fair value on a recurring basis subsequent to initial recognition:

	Level 1		Level 2		Level 3		Balance at Fair Value

	RMB		RMB		RMB		RMB
December 31, 2018
Assets
Available-for-sale investment		—		—		34,476		34,476

Total Assets		—		—		34,476		34,476



March 31, 2019
Assets
Available-for-sale investment		—		—		34,047		34,047

Total Assets		—		—		34,047		34,047

The Group did not transfer any assets or liabilities in or out of level 3 during the three months ended March 31, 2018 and 2019.

2) Significant Unobservable Inputs

Financial Instrument	Unobservable Input

Available-for-sale investment	Discounted rates	6.25	%
	Volatility of underlying	9.47	%
	Cumulative redemption rate	12.00	%
	Cumulative prepayment rates	6.00	%

3) Financial Instruments Not Recorded at Fair Value

Financial instruments, including cash and cash equivalents, term deposits, accounts receivable, other receivables, loan receivables, prepaid expenses and other assets, accrued expenses and other liabilities and amounts due from/to related parties are not recorded at fair value. The fair values of these financial instruments, other than loan receivables, are approximate their carrying value reported

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FOR THE THREE MONTHS ENDED MARCH 31, 2018 AND 2019

(All amounts in thousands, except for number of shares and per share data, or otherwise noted)

6. FAIR VALUE OF ASSETS AND LIABILITIES (Continued)

in the consolidated balance sheets due to the short term nature of these assets and liabilities. The fair value of loan receivables is disclosed in Note 4.

7. LONG-TERM INVESTMENTS

	Equity securities without readily determinable fair value			Equity method investments			Available-for-sale investment			Total

	RMB			RMB			RMB			RMB
Balance at January 1, 2018		180,758			295,225			33,753			509,736
Additions		292,152			43,207			—			335,359
Disposal		—			(2,035	)		—			(2,035	)
Share of result of an equity investee		—			(8,427	)		—			(8,427	)
Unrealized gains recorded in accumulated other comprehensive income		—			—			(127	)		(127	)
Foreign currency translation adjustment		(4,352	)		(263	)		(1,210	)		(5,825	)
Change in fair value		1,500			—			—			1,500
Reclassification of equity securities without readily determinable fair value from equity method investments		96,501			(96,501	)		—			—

Balance at March 31, 2018		566,559			231,206			32,416			830,181



Balance at January 1, 2019		699,747			219,935			34,476			954,158
Additions		—			5,228			—			5,228
Disposal		—			(341	)		—			(341	)
Share of result of an equity investee		—			1,435			—			1,435
Unrealized gains recorded in accumulated other comprehensive income		—			—			499			499
Foreign currency translation adjustment		(4,118	)		(304	)		(928	)		(5,350	)
Gain recognized on remeasurement of previously held equity interest in acquiree(Note 3)		—			16,272			—			16,272
Business acquisitions achieved in stages		—			(35,040	)		—			(35,040	)

Balance at March 31, 2019		695,629			207,185			34,047			936,861

Available-for-sale investment

The Group's available-for-sale investment includes convertible note receivable from a third-party private company.

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FOR THE THREE MONTHS ENDED MARCH 31, 2018 AND 2019

(All amounts in thousands, except for number of shares and per share data, or otherwise noted)

7. LONG-TERM INVESTMENTS (Continued)

Equity securities without readily determinable fair value

The following table sets forth the Group's equity securities without readily determinable fair value:

	December 31, 2018		March 31, 2019

	RMB		RMB
Nanjing Lefang Intelligent Life Technology Development Co., Ltd ("Nanjing Lefang") ⁽ⁱ⁾		281,236		281,236
Shanghai Xinzheng financial information consulting Co., Ltd. ⁽ⁱⁱ⁾		129,786		129,786
WeCash Holdings Ltd. (Cayman) ⁽ⁱⁱⁱ⁾		106,235		103,906
EZhou Rural Commercial Bank		40,000		40,000
Dawanjia Inc.		34,306		34,306
BitPay, Inc. (Delaware) ^(iv)		27,472		26,845
Goopal Group ^(v)		18,681		18,254
Others ^(vi)		62,031		61,296

Total		699,747		695,629

(i): In March 2018, the Group purchase an additional 21.28% equity interest of Nanjing Lefang, formerly known as Nanjing Banghang Information Consulting Limited, for a cash consideration of RMB250,000. The Group held a 30.53% equity interest as of December 31, 2018 and March 31, 2019. The investments contains various right, protection, and a liquidation preference. The investment is accounted for under the cost method of accounting as it is not considered to be in-substance common stock. No impairment existed at December 31, 2018 or March 31, 2019 and there were no observable price changes during the three months ended March 31, 2019.
(ii): In September 2018, the Group purchased a 15% equity interest of Shanghai Xinzheng Financial Information Consulting Co., Ltd. for a total consideration of RMB129,786. The Group held a 15% equity interest as of December 31, 2018 and March 31, 2019. No impairment existed at December 31, 2018 or March 31, 2019 and there were no observable price changes during the three months ended March 31, 2019.
(iii): In December 2014, the Group subscribed to 3,579,000 ordinary shares of WeCash for a cash consideration of RMB6,500. The Group held 19.30% equity interest as of December 31, 2018 and March 31, 2019, respectively. The Group recognized its share of profit in WeCash of RMB2,261 for the three months ended March 31, 2018. In February 2018, due to issuance of equity interests to new shareholders, the Group's equity interest in WeCash was diluted from 22.17% to 19.86% and lost its ability to exercise significance influence. The investment in WeCash was accounted for under equity method prior to the dilution in the Group's equity interest. The investment is accounted for under the cost method of accounting upon the cessation of the Group's significant influence in February 2018. No impairment existed at December 31, 2018 or March 31, 2019 and there were no observable price changes during the three months ended March 31, 2019.
(iv): In March 2018, the Group acquired a 1.11% of equity interest in BitPay, Inc. (Delaware) for a cash consideration of US$ 4,000. The Group held 1.11% equity interest as of December 31, 2018 and March 31, 2019. No impairment existed at December 31, 2018 or March 31, 2019 and there were no observable price changes during the three months ended March 31, 2019.
(v): In January 2018, the Group purchased a 1.94% equity interest in Goopal Group for a cash consideration of US$ 2,720. The Group held 1.94% equity interest as of December 31, 2018 and March 31, 2019. No impairment existed at December 31, 2018 or March 31, 2019 and there were no observable price changes during the three months ended March 31, 2019.
(vi): Other investments represent several insignificant investments as of March 31, 2018 and 2019. Impairment losses of nil were reported in operating income for the three months ended March 31, 2018 and 2019 related to investments of Shanghai Wujiu Information Technology Company Limited ("Shanghai Wujiu") and OFO International Limited ("OFO"). The Group determined that Shanghai Wujiu and OFO had encountered going concern issues due to their working capital deficiencies and poor operating results. As a result, the Group fully impaired the investments during the three months ended March 31, 2018.

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FOR THE THREE MONTHS ENDED MARCH 31, 2018 AND 2019

(All amounts in thousands, except for number of shares and per share data, or otherwise noted)

7. LONG-TERM INVESTMENTS (Continued)

Equity method investments

	December 31, 2018		March 31, 2019

	RMB		RMB
Xianhua Information Technology (Beijing) Limited ⁽ⁱ⁾		21,590		21,594
CSJ Golden Bull (Beijing) Investment Consulting Co., Ltd. ("CSJ Golden Bull") ⁽ⁱⁱ⁾		33,439		31,640
Shenzhen Boya Chengxin Financial Service Limited ("Shenzhen Boya") ⁽ⁱⁱⁱ⁾		71,531		75,695
Yoquant Technology (Beijing) Limited("Yoquant") ^(iv)		12,891		—
Suzhou Qingyu Technology Limited("Suzhou Qingyu") ^(v)		23,707		22,602
Shenzhen lingxian Internet financial service Co., Ltd. ("Shenzhen Lingxian") ^(vi)		36,484		36,271
Others		20,293		19,383

Total		219,935		207,185

(i): In March 2017, the Group purchased an equity interest in Xianhua Information Technology (Beijing) Limited for a total cash consideration of RMB20,000. The Group held 20% equity interest as of December 31, 2018 and March 31, 2019 and recognized its share of profit/(loss) of RMB(2,288) and RMB4 for the three months ended March 31, 2018 and 2019.
(ii): In September 2017, the Group purchased an equity interest of CSJ Golden Bull for a total cash consideration of RMB40,900. The Group held a 25% equity interest as of December 31, 2018 and March 31, 2019 and recognized its share of loss of RMB1,528 and RMB1,799 for the three months ended March 31, 2018 and 2019.
(iii): In January 2016, the Group purchased a 51% equity interest in Shenzhen Boya for a cash consideration RMB nil. On September 27, 2017, due to additional capital funding provided by outside investor, the Group's ownership percentage was diluted to 40% and loss control of Shenzhen Boya. The Group held 40% equity interest as of December 31, 2018 and March 31, 2019 and recognized its share of profit/(loss) of RMB(5,187) and RMB4,164 for the three months ended March 31, 2018 and 2019.
(iv): In June 2017, the Group purchased 21.07% equity interest of Yoquant for a total consideration of RMB15,440. In January 2019, the Group purchased additional 78.93% equity interest of Yoquant for a total consideration of RMB48,358 and acquired control of Yoquant. The Group held 21.07% and 100% equity interest as of December 31, 2018 and March 31, 2019 and recognized its share of loss of RMB426 and RMB223 for the three months ended March 31, 2018 and 2019.
(v): In July 2017, the Group purchased a 20% equity interest in Suzhou Qingyu for a total consideration of RMB10,000. The Group's equity interest percentage decreased from 20% to 9.88% due to the issuance of equity interests to new shareholder. In June 2018, the Group purchased 3.15% capital of Suzhou Qingyu for a total consideration of RMB20,000. The Group held a 13.03% equity interest as of December 31, 2018 and March 31, 2019 and have ability to exercise significance influence. The Group recognized its share of loss of RMB172 and RMB1,105 for the three months ended March 31,2018 and 2019.
(vi): In March 2016, the Group purchased 5% capital of Shenzhen Lingxian for a total consideration of RMB3,000 and the investment was accounted for at cost. In early 2018, the Group recorded a RMB1,500 fair value increase as a result of observable price changes for an identical investment. In March 2018, the Group purchased an additional 23.75% equity interest of Shenzhen Lingxian for a total cash consideration of RMB30,000. The Group held a 28.75% equity interest as of December 31, 2018 and March 31, 2019. The Group recognized its share of loss of nil and RMB213 for the three months ended March 31, 2018 and 2019.

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FOR THE THREE MONTHS ENDED MARCH 31, 2018 AND 2019

(All amounts in thousands, except for number of shares and per share data, or otherwise noted)

8. INTANGIBLE ASSETS, NET

	December 31, 2018			March 31, 2019

	RMB			RMB
Brokerage and finance license		49,875			52,804
Trade name		—			6,400
Technology		—			27,600

Total intangible assets		49,875			86,804
Accumulated amortization		(5,142	)		(6,946	)

Intangible assets, net		44,733			79,858

Amortization expense on intangible assets for the three months ended March 31, 2018 and 2019 were RMB645 and RMB1,990 respectively.

9. ACCRUED EXPENSES AND OTHER LIABILITIES

	December 31, 2018		March 31, 2019

	RMB		RMB
Accrued advertising and marketing fee		435,514		459,149
Payables related to services fee and others		155,622		122,894
Amounts due to customers for the segregated bank balances held on their behalf		47,497		47,493
Deposits		10,697		12,344
Value added tax and surcharges		23,884		30,585
Others		72,093		65,601

Total accrued expenses and other current liabilities		745,307		738,066

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FOR THE THREE MONTHS ENDED MARCH 31, 2018 AND 2019

(All amounts in thousands, except for number of shares and per share data, or otherwise noted)

10. RELATED PARTY BALANCES AND TRANSACTIONS

Name of related parties	Relationship with the Group	Major transaction with the Group

Beijing Jiufu Weiban Technology Limited ("9F Weiban")	Equity method investee (up to January 2019)	Consulting services and related party loans
WeCash Xiangshan Information Technology Limited ("WeCash Xiangshan")	Subsidiary of an equity method investee	Credit inquiry services
Shenzhen Boya	Equity method investee	Borrower acquisition and referral services
Kashi Boya Chengxin Internet Technology Limited ("Kashi Boya")	Subsidiary of an equity method investee	Borrower acquisition and referral services
Shenzhen Lingxian	Equity method investee	Purchase of merchandise
CSJ Golden Bull	Equity method investee	Consulting services
Beijing Shunwei Wealth Technology Limited ("Beijing Shunwei")	Equity method investee	Borrower acquisition and referral services
Beijing Jiujia Wealth Management Limited ("Beijing Jiujia")	Equity method investee	Investors acquisition and referral services and related party loans
Zhuhai Hengqin Flash Cloud Payment Information Technology Limited ("Zhuhai Hengqin Payment")	Entity controlled by Sun, Lei	Third party payment service
Huoerguosi Flash Cloud Payment Information Technology Limited ("Huoerguosi Payment")	Entity controlled by Sun, Lei	Third party payment service
Nanjing Lefang	Investee with significant influence	Borrower acquisition and referral services purchased by the Group, and consulting service provided to Nanjing Lefang by the Group
Chen, Lixing	Vice President	Related party loan
Nine F Capital Limited ("Nine F")	Entity controlled by Lei, Sun	Related party loan
Qu, Jiachun	Principal shareholder of the Group	Related party loan
Ren, Yifan	Director of the Group	Related party loan
Sun, Lei	Chief Executive Officer of the Group	Related party loan
Lin, Yanjun	Chief Financial Officer of the Group	Related party loan
Li, Guisheng	Vice President	Related party loan
Jiuyin Weilai Information Consulting Limited	Equity method investee	Related party loan
Zhejiang Lingchuang Food Limited	Subsidiary of an equity method investee	Deposit

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FOR THE THREE MONTHS ENDED MARCH 31, 2018 AND 2019

(All amounts in thousands, except for number of shares and per share data, or otherwise noted)

10. RELATED PARTY BALANCES AND TRANSACTIONS (Continued)

Details of related party balances and transactions as of December 31, 2018 and March 31, 2019 are as follows:

(1) Transactions provided by related parties

	Three months ended March 31,

	2018		2019
	RMB		RMB
Investors and borrower acquisition and referral services:
Beijing Jiujia		9,965		—
Beijing Shunwei		1,895		1,152
Shenzhen Boya		10		2,721
Nanjing Lefang		—		3,803

Subtotal		11,870		7,676
Credit inquiry services:
WeCash Xiangshan		427		—

Third party payment service
Zhuhai Hengqin Payment		1,334		2,905
Huoerguosi Payment		15,392		—

Subtotal		16,726		2,905

Others		—		20

Total		29,023		10,601

(2) Transactions provided to related parties

	Three months ended March 31,

	2018		2019
	RMB		RMB
Nanjing Lefang		—		940
Kashi Boya		4,495		—
Others		172		1

Total		4,667		941

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FOR THE THREE MONTHS ENDED MARCH 31, 2018 AND 2019

(All amounts in thousands, except for number of shares and per share data, or otherwise noted)

10. RELATED PARTY BALANCES AND TRANSACTIONS (Continued)

(3) Amounts due from related parties

	December 31, 2018		March 31, 2019

	RMB		RMB
Nine F ⁽ⁱ⁾		137,510		134,224
Beijing Shunwei		5,378		5,368
9F Weiban		2,050		—
Chen, Lixing		100		—
Lin, Yanjun		200		200
Shenzhen Lingxian		20		—
Nanjing Lefang		900		—
Sun Lei		115		115
Jiuyin Weilai Information Consulting Limited		—		1,598
Li, Guisheng		—		620

Total		146,273		142,125

(i): On April 20, 2018, the Company extended a loan to Nine F of US$20 million which matures in 3 years with an interest rate equals US dollar deposit rate for the same period as published by Bank of China. The purpose of the loan is to facilitate Lei Sun to purchase ordinary shares of 9F Inc. from Yifan Ren, one of the Founders of the Company.

(4) Amounts due to related parties

	December 31, 2018		March 31, 2019

	RMB		RMB
Zhuhai Hengqin Payment		716		6,360
Huoerguosi Payment		6,437		—
Qu, Jiachun		300		300
Ren, Yifan		700		700
Zhejiang Lingchuang Food Limited		10		10
Nanjing Lefang		2,960		4,919
Beijing Shunwei		338		449
Shenzhen Boya		3,245		4,431

Total		14,706		17,169

11. INCOME TAXES

9F Inc. is a company incorporated in the Cayman Islands. Under the current laws of the Cayman Islands, it is not subject to tax on either income or capital gain.

Under the current Hong Kong Inland Revenue Ordinance, 9F Inc. Hong Kong is subject to 16.5% income tax on its taxable income generated from operations in Hong Kong.

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FOR THE THREE MONTHS ENDED MARCH 31, 2018 AND 2019

(All amounts in thousands, except for number of shares and per share data, or otherwise noted)

11. INCOME TAXES (Continued)

The current and deferred components of the income tax expense which were substantially attributable to the Group's PRC subsidiaries and VIEs and VIEs' subsidiaries, are as follows:

	Three months ended March 31,

	2018			2019
	RMB			RMB
Current tax		75,577			69,857
Deferred tax		(9,866	)		(15,853	)

Total		65,711			54,004

The reconciliation of income tax expense at statutory tax rate to income tax expense recognized is as follows:

	Three months ended March 31,

	2018			2019
	RMB			RMB
Income before income tax expenses		364,874			579,951
Statutory tax rate in the PRC		25	%		25	%
Income tax expense at statutory tax rate		91,218			144,988
Non-deductible expenses		3,684			5,041
Non-taxable income		—			(2,718	)
Change in valuation allowance		2,873			2,149
Effect of tax holiday and preferential tax rate		(63,074	)		(104,019	)
Share-based compensation expenses		30,396			8,415
Effect of different tax rates of subsidiaries operating in other jurisdictions		614			148

Income tax expense		65,711			54,004

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE THREE MONTHS ENDED MARCH 31, 2018 AND 2019

(All amounts in thousands, except for number of shares and per share data, or otherwise noted)

11. INCOME TAXES (Continued)

The aggregate amount and per ordinary share effect of the tax holiday and preferential tax rate are as follows:

	Three months ended March 31,

	2018		2019
	RMB		RMB
The aggregate amount of tax holiday and preferential tax rate		63,074		104,019
The aggregate effect on basic and diluted net income per ordinary share:
—Basic		38.77		63.94
—Diluted		32.47		51.85

The tax effects of temporary differences that gave rise to the deferred tax balances are as follows:

	December 31, 2018			March 31, 2019

	RMB			RMB
Deferred revenue		36,834			34,960
Accrued expenses		55,110			55,188
Allowance for doubtful accounts		4,335			9,344
Net operating loss carry forward		44,379			58,709

Total deferred tax assets		140,658			158,201
Less: valuation allowance		(56,320	)		(58,469	)

Total deferred tax assets, net		84,338			99,732

The movements of valuation allowance for the three months ended March 31, 2018 and 2019 are as follows:

	March 31, 2018			March 31, 2019

	RMB			RMB
Balance at beginning of the period		35,340			56,320
Additions		7,281			5,447
Reversal		(4,408	)		(3,298	)

Balance at end of the period		38,213			58,469

	December 31, 2018		March 31, 2019

	RMB		RMB
Deferred tax liabilities:
Intangible asset arising from acquisitions		9,003		16,948

Total deferred liabilities		9,003		16,948

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE THREE MONTHS ENDED MARCH 31, 2018 AND 2019

(All amounts in thousands, except for number of shares and per share data, or otherwise noted)

11. INCOME TAXES (Continued)

The Group considers positive and negative evidence to determine whether some portion or all of the deferred tax assets will more likely than not be realized. This assessment considers, among other matters, the nature, frequency and severity of recent losses, forecasts of future profitability, the duration of statutory carryforward periods, the Group's experience with tax attributes expiring unused and tax planning alternatives. The valuation allowance is considered on each individual entity basis. Considering all the above factors, valuation allowances were established to certain entities because the Group believes that it is more likely than not that its deferred tax assets will not be realized as it does not expect to generate sufficient taxable income in the near future.

Uncertainties exist with respect to how the current income tax law in the PRC applies to the Group's overall operations, and more specifically, with regard to tax residency status. The EIT Law includes a provision specifying that legal entities organized outside of the PRC will be considered residents for Chinese income tax purposes if the place of effective management or control is within the PRC. The implementation rules to the EIT Law provide that non-resident legal entities will be considered PRC residents if substantial and overall management and control over the manufacturing and business operations, personnel, accounting and properties, occurs within the PRC. Despite the present uncertainties resulting from the limited PRC tax guidance on the issue, the Group does not believe that the legal entities organized outside of the PRC within the Group should be treated as residents for EIT law purposes. If the PRC tax authorities subsequently determine that the Group and its subsidiaries registered outside the PRC should be deemed resident enterprises, the Group and its subsidiaries registered outside the PRC will be subject to the PRC income taxes, at a statutory income tax rate of 25%. The Group is not subject to any other uncertain tax position.

Aggregate undistributed earnings of the Group's PRC subsidiaries and VIEs that are available for distribution was RMB6,256,109 as of March 31, 2019.

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9F Inc.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE THREE MONTHS ENDED MARCH 31, 2018 AND 2019

(All amounts in thousands, except for number of shares and per share data, or otherwise noted)

11. INCOME TAXES (Continued)

12. SHARE-BASED COMPENSATION

Share incentive plan

Share options

During the three months ended March 31, 2019, the Group granted 1,347 share options. 215 share options were granted at the exercise price of RMB1,380.50 per share, 346 share options were granted at the exercise price of RMB2,406.42 per share and 786 share options were granted at the exercise price of RMB4,984.68 per share. These grants will vest annually in equal instalment at each calendar year end subsequent to the grant date over 3 or 4 years.

During the three months ended March 31, 2018, the Group granted 9,611 share options. All of them were granted at the exercise price of RMB1,380.50 per share. 3,578 share options will vest over 4 years based on vesting of 20%, 20%, 30%, and 30% at each calendar year end subsequent to the grant date, 6,033 hare options will vest over 3 years based on vesting of 60%,30% and 10% of the options.

The Group calculated the estimated fair value of the share options on the respective grant dates using the binomial option pricing model with the assistance from an independent valuation firm, with the following assumptions used in the three months ended March 31, 2018 and 2019. The weighted-average grant-date fair value of the share options granted during the three months ended March 31, 2019 was RMB4,547.46.

	Three months ended March 31,

	2018	2019
	RMB	RMB
Risk free rate of interest	2.45% - 2.63%	2.52% - 2.53%
Volatility	45.7% - 48.3%	43.4%
Dividend yield	—	—
Exercise multiples	2.2 / 2.8	2.2 / 2.8
Life of option (years)	5.0	4.0 - 5.0

(1) Risk free rate of interest

Based on the daily treasury long term rate of U.S. Department of the treasury with a maturity period close to the expected term of the option.

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9F Inc.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE THREE MONTHS ENDED MARCH 31, 2018 AND 2019

(All amounts in thousands, except for number of shares and per share data, or otherwise noted)

12. SHARE-BASED COMPENSATION (Continued)

(2) Volatility

(3) Dividend yield

The Company has never declared or paid any cash dividends on the Company's capital stock, and does not anticipate any dividend payments on the Company's ordinary shares in the foreseeable future.

(4) Exercise multiples

The activity in share options during three months from December 31, 2018 to March 31, 2019 is set out below:



Outstanding as of December 31, 2018	422,469	1,152.22	4,122.34



Granted	1,347	3,777.08	4,547.46

Outstanding as of March 31, 2019	423,816	1,183.77	4,222.22



Vested and expected to vest as of March 31, 2019	369,750

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9F Inc.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE THREE MONTHS ENDED MARCH 31, 2018 AND 2019

(All amounts in thousands, except for number of shares and per share data, or otherwise noted)

12. SHARE-BASED COMPENSATION (Continued)

The following table summarizes information with respect to share options outstanding as of March 31, 2019:

	Options Outstanding				Options Exercisable

Exercise Price	Number Outstanding		Weighted Average Remaining Contractual Life		Number Outstanding		Weighted Average Remaining Contractual Life
—		40,414		1.30		40,170		1.30
777.88		113,444		2.33		66,543		2.31
1,432.39		217,227		3.57		171,915		3.56
1,472.05		40,415		1.30		40,170		1.30
2,406.42		11,530		4.61		2,761		4.47
4,984.68		786		4.77		—		—

Total		423,816				321,559

The share-based compensation expenses recognized with each issuance of share options since January 1, 2015 are as follows:

	Three months ended March 31,

Date of grant	2018		2019
	RMB		RMB
10/7/2015		628		—
25/9/2015		27		14
1/7/2016		11,248		7,664
16/8/2016		57		61
23/8/2016		554		588
1/9/2016		367		389
6/9/2016		835		887
1/8/2017		2,296		2,437
11/9/2017		2,065		2,192
10/10/2017		648		688
20/10/2017		94,607		15,438
19/1/2018		8,081		2,071
7/3/2018		169		674
24/12/2018		—		263
7/1/2019		—		294



Share-based compensation recognized for share options		121,582		33,660

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE THREE MONTHS ENDED MARCH 31, 2018 AND 2019

(All amounts in thousands, except for number of shares and per share data, or otherwise noted)

12. SHARE-BASED COMPENSATION (Continued)

The following table summarizes information with respect to share-base compensation expense:

	Three months ended March 31,

	2018		2019
	RMB		RMB
General and administrative expenses		121,582		33,660

Total		121,582		33,660

As of March 31, 2019, unrecognized compensation cost related to unvested share-based compensation awards granted to employees of the Group was RMB373,004. This cost was expected to be recognized over a weighted average period of 3.17 years.

13. CONVERTIBLE REDEEMABLE PREFERRED SHARES

Series A redemption event was triggered by the Group's failure to complete a Qualified IPO by March 24, 2018. The Group adjusted the carrying amount of Series A preferred shares to equal the redemption value at December 31, 2018 and March 31, 2019. The Group recognized accretion of the Series A preferred shares amounting to RMB 4,247and 4,248 in retained earnings during the three months ended March 31, 2018 and 2019.

The movement in the carrying value of the preferred shares is as follows:

	Series A		Series B		Series C		Series D		Series E		Total

	RMB		RMB		RMB		RMB		RMB		RMB
Balance as of January 1, 2018		263,076		202,086		355,248		—		—		820,410
Issuance of Series D preferred shares		—		—		—		408,358		—		408,358
Accretion on convertible redeemable preferred shares to redemption value		4,247		—		—		—		—		4,247
Balance as of March 31, 2018		267,323		202,086		355,248		408,358		—		1,233,015



Balance as of January 1, 2019		280,301		202,086		355,248		408,358		136,427		1,382,420
Accretion on convertible redeemable preferred shares to redemption value		4,248		—		—		—		—		4,248
Balance as of March 31, 2019		284,549		202,086		355,248		408,358		136,427		1,386,668

14. SEGMENT INFORMATION

Substantially all of the Group's revenues for the three months ended March 31, 2018 and 2019 were generated from the PRC.

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9F Inc.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE THREE MONTHS ENDED MARCH 31, 2018 AND 2019

(All amounts in thousands, except for number of shares and per share data, or otherwise noted)

14. SEGMENT INFORMATION (Continued)

As of December 31, 2018 and March 31, 2019, respectively, all of long-lived assets of the Group were located in the PRC and Hong Kong.

15. EMPLOYEE BENEFIT 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 Group accrues for these benefits based on certain percentages of the employees' salaries. The total contribution for such employee benefits were RMB25,646 and RMB26,303 for the three months ended March 31, 2018 and 2019, respectively.

16. STATUTORY RESERVES AND RESTRICTED NET ASSETS

As a result of PRC laws and regulations and the requirement that distributions by the PRC entity can only be paid out of distributable profits computed in accordance with the PRC GAAP, the PRC entity is restricted from transferring a portion of their net assets to the Company. Amounts restricted include paid-in capital, capital reserve and statutory reserves of the Group's subsidiaries and VIEs. As of December 31, 2018, the aggregate amount of paid-in capital, capital reserve and statutory reserves represented the amount of net assets of the relevant entity in the Group not available for distribution amounted to RMB2,383,425.

17. NET INCOME PER ORDINARY SHARE

For the three months ended March 31, 2018 and 2019, the Group has determined that its preferred shares are participating securities as the preferred shares participate in undistributed earnings on an as-if-converted basis. The holders of the preferred shares are entitled to receive dividends on a pro rata basis, as if their shares had been converted into ordinary shares. Accordingly, the Group uses the two-class method of computing net income per share, for ordinary shares, and preferred shares according to the participation rights in undistributed earnings.

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9F Inc.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE THREE MONTHS ENDED MARCH 31, 2018 AND 2019

(All amounts in thousands, except for number of shares and per share data, or otherwise noted)

17. NET INCOME PER ORDINARY SHARE (Continued)

Basic and diluted net loss per share for each of the periods presented were calculated as follows:

	For the months ended March 31,

	2018			2019
	RMB			RMB
Numerator:
Net income attributable to 9F Inc.		291,602			527,904
Less:
Change in redemption value in Series A preferred shares		(4,247	)		(4,248	)
Undistributed earnings allocated to preferred shareholders		(33,186	)		(68,382	)

Net income attributable to ordinary shareholders for computing net income per ordinary shares—basic		254,169			455,274

Denominator:
Weighted average ordinary shares outstanding used in computing net income per ordinary shares—basic		1,626,728			1,626,728
Net income per ordinary share attributable to ordinary shareholders—basic		156.25			279.87
Diluted net income per share calculation
Net income attributable to ordinary shareholders for computing net income per ordinary shares—basic		254,169			455,274
Add: adjustments to undistributed earnings to participating securities		14,515			34,935

Net income attributable to ordinary shareholders for computing net income per ordinary shares—dilute		268,684			490,209

Denominator:
Weighted average ordinary shares basic outstanding		1,626,728			1,626,728
Effect of potentially diluted stock options		315,764			379,289

Weighted average ordinary shares outstanding used in computing net income per ordinary shares—dilute		1,942,492			2,006,017

Net income per ordinary share attributable to ordinary shareholders—diluted		138.32			244.37

For the three months ended March 31, 2018 and 2019, nil and 12,973 share options were excluded from the computation of diluted earnings per share as their effects have been anti-diluted.

18. LEASES

Operating leases

The Group leases certain office premises to support its core business system under non-cancelable leases. The Group determines if an arrangement is a lease at inception. Some lease agreements contain

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9F Inc.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE THREE MONTHS ENDED MARCH 31, 2018 AND 2019

(All amounts in thousands, except for number of shares and per share data, or otherwise noted)

18. LEASES (Continued)

lease and non-lease components, which the Group chooses not to account for as separate components as the Group has elected the practical expedient. As of March 31, 2019, the Group had no long-term leases that were classified as a financing lease. As of March 31, 2019, the Group did not have additional operating leases that have not yet commenced.

Total operating lease expenses for the three months ended March 31, 2019 were RMB20,674, and was recorded in general and administrative expense on the condensed consolidated statements of operations.



Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	12,936
Operating leases—Right-of-use assets obtained in exchange for new lease obligations:	—
Operating leases—Weighted average remaining lease term	1.56
Operating leases—Weighted average discount rate	6.06	%
Short-term lease cost	8,658

On March 31, 2019, the maturity of operating lease liabilities are as follows:

Years ending		RMB

Nine months remaining in 2019			62,023
2020			67,779
2021			38,414
2022			5,984
2023			997

			175,197

Less imputed interest			9,364

Total			165,833

Future minimum payments under non-cancelable operating leases consisted of the following at December 31, 2018:

Years ending		RMB

2019			106,357
2020			78,480
2021			35,302
2022 and thereafter			5,962
Total			226,101

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9F Inc.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE THREE MONTHS ENDED MARCH 31, 2018 AND 2019

(All amounts in thousands, except for number of shares and per share data, or otherwise noted)

18. LEASES (Continued)

Payments under operating leases are expensed on a straight-line basis over the periods of their respective leases. The terms of the leases do not contain rent escalation or contingent rents. For the three months ended March 31, 2018, total rental expense for all operating leases amounted to RMB11,820.

19. SUBSEQUENT EVENTS

The Group has evaluated events subsequent to the balance sheet date of March 31, 2019 through July 2, 2019, which is the date the unaudited condensed consolidated financial statements were available to be issued.

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Cayman Islands law does not limit the extent to which a company's articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences of committing a crime.

The post-offering amended and restated memorandum and articles of association that we expect to adopt and to become effective immediately prior to the completion of this offering provide that we shall indemnify our directors and officers (each an indemnified person) against all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by such indemnified person, other than by reason of such person's own dishonesty, willful default or fraud, in or about the conduct of our company's business or affairs (including as a result of any mistake of judgment) or in the execution or discharge of his duties, powers, authorities or discretions, including without prejudice to the generality of the foregoing, any costs, expenses, losses or liabilities incurred by such indemnified person in defending (whether successfully or otherwise) any civil proceedings concerning our company or its affairs in any court whether in the Cayman Islands or elsewhere.

Pursuant to the indemnification agreements the form of which is filed as Exhibit 10.4 to this registration statement, 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 such a director or officer.

The underwriting agreement, the form of which will be filed as Exhibit 1.1 to this registration statement, will also provide for indemnification by the underwriters of us and our officers and directors for certain liabilities.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Item 7. RECENT SALES OF UNREGISTERED SECURITIES.

During the past three years, we have issued the following securities. We believe that each of the following issuances was exempt from registration under the Securities Act pursuant to Section 4(2) of the Securities Act regarding transactions not involving a public offering or in reliance on Regulation S

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under the Securities Act regarding sales by an issuer in offshore transactions. No underwriters were involved in these issuances of securities.

Securities/Purchaser	Date of Sale or Issuance	Number of Securities	Consideration

Ordinary Shares
Zhenyu Jiang	June 2, 2017	5,585	US$582,495.65
Zhenyu Jiang	October 19, 2017	454	US$47,347.66
Nine F Capital Limited	December 29, 2017	269,627	Exercise of options
Nine F Capital Limited	February 1, 2018	88,647	At par value
DFM Capital Ltd.	February 1, 2018	5,721	At par value
JAS Investment Group Limited	February 1, 2018	5,318	At par value
Pacific Venture Partners LLC	February 1, 2018	4,577	At par value
SINOMAP INVESTMENTS LIMITED	February 1, 2018	2,696	At par value
TREASURE KNIGHT INVESTMENTS LIMITED	February 1, 2018	2,696	At par value
CINDA 9F INVESTMENT LP	February 1, 2018	1,490	At par value
Brilliant Code Investment Limited	February 1, 2018	899	At par value
Series B Preferred Shares
CINDA 9F INVESTMENT LP	July 19, 2017	28,303	US$30,000,000.00
Series C Preferred Shares
JAS Investment Group Limited	November 7, 2017	50,518	US$53,546,973.40
Series D Preferred Shares
FAMOUS VOYAGE GROUP LIMITED	February 23, 2018	27,062	US$50,000,000.00
PLENTIFUL BRIGHT INTERNATIONAL LIMITED	February 23, 2018	8,118	US$15,000,000.00
Series E Preferred Shares
SBI Hong Kong Holdings Co., Limited	September 20, 2018	10,825	US$20,000,000.00
Options
Certain directors, officers and employees	July 1, 2016 to July 1, 2019	Options to purchase 556,553 ordinary shares	Past and future services to us

Item 8. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a): Exhibits

See Exhibit Index beginning on page II-4 of this registration statement.

The agreements included as exhibits to this registration statement contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties were made solely for the benefit of the other parties to the applicable agreement and (i) were not intended to be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate; (ii) may have been qualified in such agreement by disclosure that was made to the other party in connection with the negotiation of the applicable agreement; (iii) may apply contract standards of "materiality" that are different from "materiality" under the applicable securities laws; and (iv) were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement.

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We acknowledge that, notwithstanding the inclusion of the foregoing cautionary statements, we are responsible for considering whether additional specific disclosure of material information regarding material contractual provisions is required to make the statements in this registration statement not misleading.

(b): Financial Statement Schedules

Schedules have been omitted because the information required to be set forth therein is not applicable or is shown in the Consolidated Financial Statements or the Notes thereto.

Item 9. UNDERTAKINGS.

The undersigned registrant hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreements, certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described in Item 6, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes that:

(1): For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to 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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9F INC.

Exhibit Index

		Description of Document

1.1	*	Form of Underwriting Agreement

3.1		Fifth Amended and Restated Memorandum and Articles of Association of the Registrant, as currently in effect

3.2		Form of Sixth Amended and Restated Memorandum and Articles of Association of the Registrant (effective upon the completion of this offering)

4.1	*	Registrant's Specimen American Depositary Receipt (included in Exhibit 4.3)

4.2	*	Registrant's Specimen Certificate for Class A Ordinary Shares

4.3	*	Form of Deposit Agreement, among the Registrant, the depositary and holder of the American Depositary Receipts

4.4		Fourth Amended and Restated Shareholders Agreement between the Registrant and other parties thereto dated September 20, 2018

5.1		Opinion of Maples and Calder (Hong Kong) LLP regarding the validity of the ordinary shares being registered and certain Cayman Islands tax matters

8.1		Opinion of Maples and Calder (Hong Kong) LLP regarding certain Cayman Islands tax matters (included in Exhibit 5.1)

8.2		Opinion of Han Kun Law Offices regarding certain PRC tax matters (included in Exhibit 99.2)

10.1		2015 Share Incentive Plan

10.2		2016 Share Incentive Plan

10.3		Form of Employment Agreement between the Registrant and its executive officers

10.4		Form of Indemnification Agreement between the Registrant and its directors and executive officers

10.5		English translation of executed form of master exclusive service agreement between a VIE and the WFOE of the Registrant, as currently in effect, and a schedule of all executed master exclusive service agreements adopting the same form in respect of each of the VIEs of the Registrant

10.6		English translation of executed form of exclusive option agreement among a VIE of the Registrant, its shareholder, the WFOE of the Registrant, and the Registrant, as currently in effect, and a schedule of all executed exclusive option agreements adopting the same form in respect of each of the VIEs of the Registrant

10.7		English translation of executed form of equity interest pledge agreement among a VIE of the Registrant, its shareholder, and the WFOE of the Registrant, as currently in effect, and a schedule of all executed equity interest pledge agreements adopting the same form in respect of each of the VIEs of the Registrant

10.8		English translation of executed form of proxy agreement and power of attorney among a VIE of the Registrant, its shareholder, and the WFOE of the Registrant, as currently in effect, and a schedule of all executed proxy agreements and powers of attorney adopting the same form in respect of each of the VIEs of the Registrant

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Exhibit Number			Description of Document

	10.9		English translation of executed form of loan agreement between the shareholder of a VIE and the WFOE of the Registrant, as currently in effect, and a schedule of all executed loan agreements adopting the same form in respect of each of the VIEs of the Registrant

	10.10		English translation of executed form of spousal consent letter of the spouse of an individual shareholder of Jiufu Shuke as currently in effect, and a schedule of all executed spousal consent letters adopting the same form in respect of each shareholder, if applicable, of Jiufu Shuke

	10.11		Share Subscription Agreement by and among the Registrant, Cinda 9F Investment LP, Nine Fortune Limited and certain other parties thereto dated July 5, 2017

	10.12		Share Subscription Agreement by and among the Registrant, JAS Investment Group Limited, Nine Fortune Limited and certain other parties thereto dated November 7, 2017

	10.13		Share Subscription Agreement by and between the Registrant and Plentiful Bright International Limited dated January 26, 2018

	10.14		Share Subscription Agreement by and between the Registrant and Famous Voyage Group Limited dated January 26, 2018

	10.15		Share Subscription Agreement by and between the Registrant and SBI Hong Kong Holdings Co., Limited dated September 14, 2018

	21.1		List of significant subsidiaries and consolidated affiliated entities of the Registrant

	23.1		Consent of Deloitte Touche Tohmatsu Certified Public Accountants LLP, an independent registered public accounting firm

	23.2		Consent of Maples and Calder (Hong Kong) LLP (included in Exhibit 5.1)

	23.3		Consent of Han Kun Law Offices (included in Exhibit 99.2)

	23.4		Consent of Miao & Co. (in Association with Han Kun Law Offices) (included in Exhibit 99.3)

	23.5		Consent of Fangxiong Gong

	23.6		Consent of David Cui

	23.7		Consent of Lei Liu

	24.1		Powers of Attorney (included on signature page)

	99.1		Code of Business Conduct and Ethics of the Registrant

	99.2		Opinion of Han Kun Law Offices regarding certain PRC law matters

	99.3		Opinion of Miao & Co. (in Association with Han Kun Law Offices) regarding certain Hong Kong law matters

	99.4		Consent of Oliver Wyman Consulting (Shanghai) Limited

*: To be filed by amendment.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Beijing, China, on July 25, 2019.

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POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints each of Lei Sun and Yanjun Lin as attorneys-in-fact with full power of substitution for him or her in any and all capacities to do any and all acts and all things and to execute any and all instruments which said attorney and agent may deem necessary or desirable to enable the registrant to comply with the Securities Act of 1933, as amended (the "Securities Act"), and any rules, regulations and requirements of the Securities and Exchange Commission thereunder, in connection with the registration under the Securities Act of ordinary shares of the registrant (the "Shares"), including, without limitation, the power and authority to sign the name of each of the undersigned in the capacities indicated below to the Registration Statement on Form F-1 (the "Registration Statement") to be filed with the Securities and Exchange Commission with respect to such Shares, to any and all amendments or supplements to such Registration Statement, whether such amendments or supplements are filed before or after the effective date of such Registration Statement, to any related Registration Statement filed pursuant to Rule 462(b) under the Securities Act, and to any and all instruments or documents filed as part of or in connection with such Registration Statement or any and all amendments thereto, whether such amendments are filed before or after the effective date of such Registration Statement; and each of the undersigned hereby ratifies and confirms all that such attorney and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date


/s/ LEI SUN Lei Sun	Chairman of the Board of Directors and Chief Executive Officer (Principal Executive Officer)	July 25, 2019
/s/ YIFAN REN Yifan Ren	Director	July 25, 2019
/s/ CHANGXING XIAO Changxing Xiao	Director	July 25, 2019
/s/ FLYNN XUXIAN HUANG Flynn Xuxian Huang	Director	July 25, 2019
/s/ IVAN XU Ivan Xu	Director	July 25, 2019

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Signature	Title	Date


/s/ JUNSHENG ZHANG Junsheng Zhang	Director	July 25, 2019
/s/ WING HON CHEUNG Wing Hon Cheung	Director	July 25, 2019
/s/ YANJUN LIN Yanjun Lin	Chief Financial Officer and Director (Principal Financial and Accounting Officer)	July 25, 2019

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SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

Pursuant to the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of 9F Inc. has signed this registration statement or amendment thereto in New York on July 25, 2019.

II-9

Exhibit 3.1

THE CAYMAN ISLANDS

THE COMPANIES LAW

(AS AMENDED)

Fifth Amended and Restated Memorandum of Association

9F Inc.

adopted by special resolution on September 20, 2018

THE CAYMAN ISLANDS

THE COMPANIES LAW (AS AMENDED)

FIFTH AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION

9F Inc.

(the “Company”)

Adopted by special resolution on September 20, 2018

1. Name

The name of the Company is “9F Inc.”.

2. Registered Office

The registered office of the Company shall be situated at the offices of Sertus Incorporations (Cayman) Limited, Sertus Chambers, Governors Square, Suite #5-204, 23 Lime Tree Bay Avenue, P.O. Box 2547, Grand Cayman, KY1-1104, Cayman Islands or such other place in the Cayman Islands as the Directors may, from time to time decide, being the registered office of the Company.

3. General Objects and Powers

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 Section 7(4) of The Companies Law (As Amended) or as the same may be amended from time to time, or any other law of the Cayman Islands.

4. Limitations on the Company’s Business

4.1 For the purposes of the Companies Law (As Amended) the Company has no power to:

(a) carry on the business of a Bank or Trust Company without being licensed in that behalf under the provisions of the Banks & Trust Companies Law (2018 Revision); or

(b) carry on Insurance Business from within the Cayman Islands or the business of an Insurance Manager, Agent, Sub-agent or Broker without being licensed in that behalf tinder the provisions of the Insurance Law (2018 Revision): or

(c) carry on the business of Company Management without being licensed in that behalf under the provisions of the Companies Management Law (2003 Revision).

4.2 The Company shall 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.

5. Company Limited by Shares

The Company is a company limited by shares. The liability of each member is limited to the amount, if any, unpaid on the shares held by such member.

6. Authorised Shares

The capital of the Company is US$50,000.00 divided into 500,000,000 shares of par value of US$0.0001 each, consisting of 499,755,668 Ordinary Shares of par value of US$0.0001 each, 119,506 Series A Preferred Shares of a par value of US$0.0001 each, 28,303 Series B Preferred Shares of a par value of US$0.0001 each, 50,518 Series C Preferred Shares of a par value of US$0.0001 each, 35,180 Series D Preferred Shares of a par value of US$0.0001 each, and 10,825 Series E Preferred Shares of a par value of US$0.0001 each. Subject to the provisions of the Companies Law (As Amended) and the Articles of Association of the Company, the Company shall have power to redeem or purchase any of its shares and to increase, reduce, sub-divide or consolidate the share capital and to issue all or any part of its capital whether original, redeemed, increased or reduced with or without any preference, priority or special privilege 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. Continuation

Subject to the provisions of the Companies Law (As Amended) and the Articles of Association of the Company, the Company may exercise the power contained in Section 206 of The Companies Law (As Amended) to deregister in the Cayman Islands and be registered by way of continuation under the laws of any jurisdiction outside the Cayman Islands.

THE CAYMAN ISLANDS

THE COMPANIES LAW

(AS AMENDED)

Fifth Amended and Restated Articles of Association

9F Inc.

adopted by special resolution on September 20, 2018

THE CAYMAN ISLANDS

THE COMPANIES LAW (AS AMENDED)

Fifth AMENDED AND RESTATED ARTICLES OF ASSOCIATION

9F Inc.

(the “Company”)

Adopted by special resolution on September 20, 2018

1. Table A

The Table ‘A’ in the First Schedule of The Companies Law (As Amended) shall not apply to this Company and the following shall constitute the Articles of Association of the Company.

2. Definitions and Interpretation

2.1 References in these Articles of Association (“ Articles ”) to the “ Companies Law ” shall mean The Companies Law (As Amended) of the Cayman Islands and any statutory amendments or re-enactment thereof. In these Articles, save where the content otherwise requires:

“ Additional Number ” has the meaning set forth in Section 40.2(b) of Schedule A.

“ Additional Remaining Shares ” has the meaning set forth in Section 41.3(b)(i) of Schedule A.

“ Automatic Conversion ” has the meaning set forth in Article 15.1(c).

“ Board ” or “ Board of Directors ” means the board of directors of the Company.

“ Brilliant Code ” means Brilliant Code Investment Limited, a business company incorporated under the Laws of the British Virgin Islands.

“ Business ” means internet financing services as currently conducted or reasonably proposed to be conducted by the Group Companies.

“ Business Day ” means a day (other than a Saturday or a Sunday) that the banks in New York, Hong Kong, the PRC, or the Cayman Islands are generally open for business.

“ Chairman ” means the chairman of the Board.

“ Company Purchase Right Period ” has the meaning set forth in Section 41.3(a)(i) of Schedule A.

“ Company Right of First Refusal ” has the meaning set forth in Section 41.3(a)(i) of Schedule A.

“ Contracts ” means legally binding contracts, agreements, engagements, purchase orders, commitments, understandings, indentures, notes, bonds, loans, instruments, leases, mortgages, franchises, licenses or any other contractual arrangements or obligations, which are currently subsisting and not terminated or completed (with each of such Contracts being referred to as a “ Contract ”).

“ Control ” means the possession, direct or indirect, of the power to direct, or cause the direction of, the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

“ Controlling Shareholder ” means Nine Fortune Limited, a company incorporated under the Laws of the British Virgin Islands.

“ Conversion Price ” means with respect to Series A Preferred Shares, Series A Conversion Price, with respect to Series B Preferred Shares, Series B Conversion Price, with respect to Series C Preferred Shares, Series C Conversion Price, with respect to Series D Preferred Shares, Series D Conversion Price, and with respect to Series E Preferred Shares, Series E Conversion Price.

“ Co-Sale Participant ” has the meaning set forth in Section 41.3(c)(i) of Schedule A.

“ 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, and “ Director ” means any one of the Directors.

“ Domestic Company I ” means Jiufu Jinke Holding Group Co., Ltd. ( 玖富金科控股集团有限责任公司 ), a company incorporated under the Laws of the PRC.

“ Domestic Company II ” means Beijing Puhui Lianyin Infotech Co., Ltd. ( 北京普惠联银信息技术有限公司 ), a company incorporated under the Laws of the PRC.

“ Domestic Companies ” means, collectively, Domestic Company I and Domestic Company II, and “ Domestic Company ” means any of them.

“ Drag-Along Notice ” has the meaning set forth in Section 42.3 of Schedule A.

“ Drag-Along Sale ” has the meaning set forth in Section 42.1(a) of Schedule A.

“ Drag-Along Sale Date ” has the meaning set forth in Section 42.3 of Schedule A.

“ Drag-Along Shareholders ” has the meaning set forth in Section 42.1(a) of Schedule A.

“ Dragged Shareholders ” has the meaning set forth in Section 42.1(b) of Schedule A.

“ Famous Voyage ” means Famous Voyage Group Limited, a business company incorporated under the Laws of the British Virgin Islands.

“ Founder ” has the meaning set forth in Shareholders Agreement.

“ Equity Securities ” means, with respect to a given Person, any share, share capital, registered capital, ownership interest, partnership interest, equity interest, joint venture or other ownership interest of such Person, or any option, warrant, or right to subscribe for, acquire or purchase any of the foregoing, or any other security or instrument convertible into or exercisable or exchangeable for any of the foregoing, or any equity appreciation, phantom equity, equity plan or similar right with respect to such Person, or any Contract of any kind for the purchase or acquisition from such Person of any of the foregoing, either directly or indirectly.

“ First Participation Notice ” has the meaning set forth in Section 40.2(a) of Schedule A.

“ Group Companies ” means the Company and its Subsidiaries, including without limitation the HK Subsidiary, the WFOEs, and the Domestic Companies.

“ HK Subsidiary ” means JiuFu Financial Information Service Limited, a company incorporated under the Laws of Hong Kong.

“ Information Rights ” has the meaning set forth in Article 30.4.

“ Inspection Rights ” has the meaning set forth in Article 30.3.

“ Investor Director ” and “ Investor Directors ” has the meaning set forth in Article22.4(d) 22.4(c).

“ Ivan Holdco ” means Treasure Knight Investments Limited, a business company incorporated under the Laws of the British Virgin Islands.

“ Jacky Holdco ” means Sinomap Investments Limited, a business company incorporated under the Laws of the British Virgin Islands.

“ Liquidation Event ” means (a) any liquidation, winding up or dissolution of the Company or a Material Subsidiary; (b) a sale, lease, transfer or other disposition, in a single transaction or series of related transaction, of all or substantially all of the assets of the Group Companies or a Material Subsidiary, (c) a transfer or an exclusive licensing, in a single transaction or series of related transactions, of all or substantially all of the intellectual property of the Group Companies, (d) a sale, transfer or other disposition of a majority of the issued and outstanding share capital of the Company or a Material Subsidiary or a majority of the voting power of the Company or a Material Subsidiary; or (e) a merger, consolidation, amalgamation or acquisition of the Company or a Material Subsidiary by a third party, or any other corporate reorganization or scheme of arrangement or other business combination of the Company or a Material Subsidiary with or into any other business entity in which the shareholders of the Company or such Material Subsidiary immediately after such merger, consolidation or business combination hold shares representing less than a majority of the voting power of the outstanding share capital of the surviving business entity, or (f) the termination of, or making any material amendments to, any of the Control Documents without the written consent of the Board pursuant to the Articles and the Shareholders Agreement. For the avoidance of doubt, a Trade Sale shall be deemed a Liquidation Event hereunder.

“ Material Subsidiary ” shall mean a Subsidiary (i) whose total assets account for at least 50% of the consolidated assets of the Group Companies as of the balance sheet date (“ Determination Date ”) set forth in the latest annual or quarterly financial statements, audited or unaudited, delivered to the holders of the Preferred Shares pursuant to the Information Right of the holders of the Preferred Shares; or (ii) whose total net income in the latest two completed fiscal years and for the period starting the first day of the current fiscal year and ending the Determination Date represents at least 50% of the consolidated net income of the Group Companies of the same periods.

“ Members ” means those persons whose names are entered in the register of members of the Company as the holders of shares and includes each subscriber of the Memorandum pending the issue to him of the subscriber share or shares, and “Member” means any one of them.

“ Memorandum ” or “ Memorandum of Association ” means the Memorandum of Association of the Company, as amended and restated from time to time by Special Resolutions.

“ New Securities ” shall mean any Equity Securities of the Company, including but not limited to the Preferred Shares, Ordinary Shares or other voting shares of the Company, whether now authorized or not, and rights, options or warrants to purchase such Preferred Shares, Ordinary Shares and securities of any type whatsoever that are, or may become, convertible or exchangeable into such Preferred Shares, Ordinary Shares or other voting shares, provided , however , that the term “ New Securities ” shall not include:

(a) (i) any of the options, warrants or other securities arrangements to purchase any Ordinary Shares issued from time to time to the employees, officers, directors, contractors, advisors or consultants of the Group Companies pursuant to the Company’s employee share option plan having been approved pursuant to the Shareholders Agreement, the Memorandum and these Articles (“ ESOP ”); and (ii) any Ordinary Shares issuable upon exercise or conversion of the forgoing options, warrants or other securities arrangements;

(b) any Preferred Shares issued under the Series A Share Subscription Agreement, the Series B Share Subscription Agreement, the Series C Share Subscription Agreement, the Series D Share Subscription Agreements, the Series E Share Subscription Agreement and any Ordinary Shares issuable upon such Preferred Shares;

(c) any securities issued in connection with any share reclassification, share dividend or any subdivision of Ordinary Shares or other similar event in which all the Participation Rights Holders are entitled to participate on a pro rata basis;

(d) any securities issued as a dividend or distribution on the Preferred Shares; and

(e) any securities issued pursuant to a Qualified IPO as approved by the Board and the Shareholders pursuant to the Shareholders Agreement, the Memorandum and these Articles.

“ Novel Lead ” means Novel Lead Limited, a company incorporated under the Laws of the British Virgin Islands.

“ Novel Lead Director ” has the meaning set forth in Article 22.4(a).

“ Observer ” has the meaning set forth in Article 28.14.

“ Offered Shares ” has the meaning set forth in Section 41.2 of Schedule A.

“ Optional Conversion ” has the meaning set forth in Article 15.1(b).

“ Ordinary Resolution ” means a resolution:

(a) passed by a simple majority of such Members as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of the Company and where a poll is taken regard shall be had in computing a majority to the number of votes to which each Member is entitled; or

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

“ Ordinary Shares ” means the ordinary shares of the Company each with a par value of US$0.0001 per share.

“ paid up ” means paid up as to the par value and any premium payable in respect of the issue of any shares and includes credited as paid up.

“ Participation Rights Holder ” has the meaning set forth in Section 40.1 of Schedule A.

“ Person ” or “ person ” means any individual, corporation, partnership, limited partnership, proprietorship, association, limited liability company, firm, trust, estate or other enterprise, entity or legal person.

“ Plentiful Bright ” means Plentiful Bright International Limited, a business company incorporated under the Laws of the British Virgin Islands International Limited.

“ PRC ” means the People’s Republic of China and for purposes of these Articles, excludes Hong Kong, Macau Special Administrative Region and Taiwan.

“ Preferred Share Issue Price ” means with respect to the Series A Preferred Shares, the Series A Issue Price, with respect to the Series B Preferred Shares, the Series B Issue Price, with respect to the Series C Preferred Shares, the Series C Issue Price, with respect to the Series D Preferred Shares, the Series D Issue Price, and with respect to the Series E Preferred Shares, the Series E Issue Price.

“ Preferred Shares ” means the Series A Preferred Shares, the Series B Preferred Shares, the Series C Preferred Shares, the Series D Preferred Shares and the Series E Preferred Shares.

“ Preferred Shareholders ” means holders of the Preferred Shares.

“ Purchase and Co-Sale Notice ” has the meaning set forth in Section 41.3(b)(i) of Schedule A.

“ Purchasing Holder ” has the meaning set forth in Section 41.3(b)(i) of Schedule A.

“ Purchase Period ” has the meaning set forth in Section 41.3(b)(i) of Schedule A.

“ Qualified IPO ” means a firm commitment underwritten registered initial public offering by the Company of its Ordinary Shares (or securities of the Company representing the Ordinary Shares), representing no less than 10% of the Company’s share capital on a fully-diluted basis, on New York Stock Exchange, NASDAQ, Hong Kong Stock Exchange or other internationally recognized stock exchange, as approved by the Shareholders in accordance with the Shareholders Agreement, the Memorandum and these Articles, pursuant to a registration statement that is filed with and declared effective in accordance with the securities laws of relevant jurisdiction at a public offering price per share (prior to customary underwriters’ commissions and expenses) that is no less than the higher of (i) the product of 1.2 and the Series A Issue Price, and (ii) an amount that represents the Series A Issue Price plus 20% of compound internal rate per annum on the Series A Issue Price for the period from the Series A Issuance Date to the closing date of such offering.

“ Redemption Initiating Holders ” means, collectively, the Series A Redemption Initiating Holder, the Series B Redemption Initiating Holder, the Series C Redemption Initiating Holder, the Series D Redemption Initiating Holder and the Series E Redemption Initiating Holder, and each a “ Redemption Initiating Holder ”.

“ Redemption Notices ” means, collectively, the Series A Redemption Notice, the Series B Redemption Notice, the Series C Redemption Notice, the Series D Redemption Notice and the Series E Redemption Notice, and each a “ Redemption Notice ”.

“ Redemption Closing ” has the meaning set forth in Article 8.4(c).

“ Redemption Initiating Holder ” has the meaning set forth in Article 8.4(a).

“ Redemption Notice ” has the meaning set forth in Article 8.4(a).

“ Register of Members ” means the register to be kept by the Company in accordance with Section 40 of the Companies Law.

“ Remaining Shares ” has the meaning set forth in Section 41.3(a)(ii) of Schedule A.

“ Residual Shares ” has the meaning set forth in Section 41.3(c)(i) of Schedule A.

“ Right Participants ” has the meaning set forth in Section 40.2(b) of Schedule A.

“ Right of Participation ” has the meaning set forth in Section 40.1 of Schedule A.

“ SBI ” means SBI Hong Kong Holdings Co., Limited, a business company incorporated under the Laws of Hong Kong.

“ Seal ” means the Common Seal of the Company (if any) including any facsimile thereof.

“ Second Participation Notice ” has the meaning set forth in Section 40.2(b) of Schedule A.

“ Second Participation Period ” has the meaning set forth in Section 40.2(b) of Schedule A.

“ Secondary Transfer Notice ” has the meaning set forth in Section 41.3(a)(ii) of Schedule A.

“ Selling Shareholder ” has the meaning set forth in Section 41.2 of Schedule A.

“ Series A Conversion Price ” has the meaning set forth in Article 15.1(a).

“ Series A Director ” has the meaning set forth in Article22.4(d) 22.4(c).

“ Series A Issuance Date ” means the date that the first Series A Preferred Share is issued.

“ Series A Issue Price ” means US$292.87 per Series A Preferred Share, being the weighted average price per share of the Series A Preferred Shares purchased under the Series A Share Subscription Agreement.

“ Series A Preference Amount ” has the meaning set forth in Article 36.3(d).

“ Series A Preferred Shares ” means the Series A preferred shares of the Company each with a par value of US$0.0001 per share.

“ Series A Redemption Initiating Holder ” has the meaning set forth in Article 8.4(a).

“ Series A Redemption Notice ” has the meaning set forth in Article 8.4(a).

“ Series A Share Subscription Agreement ” means a share subscription agreement dated as of March 25, 2015 by and among certain Group Companies, the Controlling Shareholder, Brilliant Code, Ivan Holdco and Jacky Holdco.

“ Series B Conversion Price ” has the meaning set forth in Article 15.1(a).

“ Series B Issue Price ” means US$1,059.9583 per Series B Preferred Share, being the weighted average price per share of the Series B Preferred Shares purchased under the Series B Share Subscription Agreement.

“ Series B Preference Amount ” has the meaning set forth in Article 36.3(c).

“ Series B Preferred Shares ” means the Series B preferred shares of the Company each with a par value of US$0.0001 per share.

“ Series B Purchaser ” means Cinda 9F Investment LP, an exempted limited partnership formed under the Laws of the Cayman Islands.

“ Series B Redemption Initiating Holder ” has the meaning set forth in Article 8.4(a).

“ Series B Redemption Notice ” has the meaning set forth in Article 8.4(a).

“ Series B Share Subscription Agreement ” means a share subscription agreement dated as of July 5, 2017 by and among certain Group Companies, the Controlling Shareholder and the Series B Purchaser, as may be amended and supplemented from time to time.

“ Series C Conversion Price ” has the meaning set forth in Article 15.1(a).

“ Series C Director ” has the meaning set forth in Article 22.4(b).

“ Series C Issue Price ” means US$1,059.9583 per Series C Preferred Share, being the weighted average price per share of the Series C Preferred Shares purchased under the Series C Share Subscription Agreement.

“ Series C Preference Amount ” has the meaning set forth in Article 36.3(b).

“ Series C Preferred Shares ” means the Series C preferred shares of the Company each with a par value of US$0.0001 per share.

“ Series C Purchaser ” means JAS Investment Group Limited, a company formed under the Laws of the British Virgin Islands.

“ Series C Redemption Initiating Holder ” has the meaning set forth in Article 8.4(a).

“ Series C Redemption Notice ” has the meaning set forth in Article 8.4(a).

“ Series C Share Subscription Agreement ” means a share subscription agreement dated as of November 7, 2017 by and among certain Group Companies, the Controlling Shareholder and the Series C Purchaser, as may be amended and supplemented from time to time.

“ Series D Conversion Price ” has the meaning set forth in Article 15.1(a).

“ Series D Director ” has the meaning set forth in Article 22.4(a).

“ Series D Issue Price ” means US$1,847.628 per Series D Preferred Share, being the weighted average price per share of the Series D Preferred Shares purchased under the Series D Share Subscription Agreements.

“ Series D Preference Amount ” has the meaning set forth in Article 36.3(a).

“ Series D Preferred Shares ” means the Series D preferred shares of the Company each with a par value of US$0.0001 per share.

“ Series D Purchasers ” means Famous Voyage and Plentiful Bright, and “ Series D Purchaser ” means any of them.

“ Series D Redemption Initiating Holder ” has the meaning set forth in Article 8.4(a).

“ Series D Redemption Notice ” has the meaning set forth in Article 8.4(a).

“ Series D Share Subscription Agreement I ” means a share subscription agreement dated as of January 26, 2018 by and among the Company and Famous Voyage, as may be amended and supplemented from time to time.

“ Series D Share Subscription Agreement II ” means a share subscription agreement dated as of January 26, 2018 by and among the Company and Plentiful Bright, as may be amended and supplemented from time to time.

“ Series D Share Subscription Agreements ” means the Series D Share Subscription Agreement I and the Series D Share Subscription Agreement II.

“ Series E Conversion Price ” has the meaning set forth in Article 15.1(a).

“ Series E Issuance Date ” means the date that the first Series E Preferred Share is issued.

“ Series E Issue Price ” means US$1,847.628 per Series E Preferred Share.

“ Series E Preference Amount ” has the meaning set forth in Article 36.3(a).

“ Series E Preferred Shares ” means the Series E preferred shares of the Company each with a par value of US$0.0001 per share.

“ Series E Purchasers ” means SBI.

“ Series E Redemption Initiating Holder ” has the meaning set forth in Article 8.4(a).

“ Series E Redemption Notice ” has the meaning set forth in Article 8.4(a).

“ Series E Share Subscription Agreement ” means a share subscription agreement dated as of September 14, 2018 by and between the Company and SBI, as may be amended and supplemented from time to time.

“ Shares ” or “ shares ” means shares in the capital of the Company, and includes the Ordinary Shares, the Series A Preferred Shares, the Series B Preferred Shares, the Series C Preferred Shares, the Series D Preferred Shares and the Series E Preferred Shares.

“ Shareholders ” means holders of the Shares.

“ Shareholders Agreement ” means a fourth amended and restated shareholders agreement dated as of September 20, 2018 by and among the Company, the HK Subsidiary, the WFOEs, Domestic Companies, the Shareholders of the Company and Mr. Lei Sun.

“ Shareholder Family ” has the meaning set forth in Section 41.5 of Schedule A.

“ Special Resolution ” means subject to Articles 19.10 and 19.11 of these Articles, a resolution passed in accordance with Section 60 of the Companies Law, being a resolution:

(a) passed by a majority of not less than two-thirds of such Members as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of the Company of which notice specifying the intention to propose the resolution as a Special Resolution has been duly given and where a poll is taken regard shall be had in computing a majority to the number of votes to which each Member is entitled, or

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

“ Subsidiary ” means, with respect to any given Person, any Person of which the given Person, directly or indirectly, Controls, including but not limited through the ownership of more than 50% of the issued and outstanding share capital, voting interests or registered capital. For the avoidance of doubt, the Subsidiaries of the Company shall include the HK Subsidiary, the WFOEs and the Domestic Companies.

“ Trade Sale ” shall mean (a) a sale, lease, transfer or other disposition of all or substantially all of the assets of the Group Companies or a Material Subsidiary, (b) a transfer or an exclusive licensing of all or substantially all of the intellectual property of the Group Companies, (c) a sale, transfer or other disposition of a majority of the issued and outstanding share capital or a majority of the voting power of the Company or a Material Subsidiary; or (d) a merger, consolidation or other business combination of the Company or a Material Subsidiary with or into any other business entity in which the shareholders of the Company or such Material Subsidiary immediately after such merger, consolidation or business combination hold shares representing less than a majority of the voting power of the outstanding share capital of the surviving business entity.

“ Transfer ” has the meaning set forth in Section 41.1 of Schedule A.

“ Transfer Notice ” has the meaning set forth in Section 41.2 of Schedule A.

“ US GAAP ” means the United States generally accepted accounting principles and practices as in effect from time to time.

“ WFOE I ” means Beijing Jiufu Lianyin Technology Co., Ltd. ( 北京玖富联银科技有限公司 ), a company established under the Laws of the PRC.

“ WFOE II ” means Shanghai Jiufu Network Technology Co., Ltd. ( 上海玖富网络科技有限公司 ), a company established under the Laws of the PRC.

“ WFOEs ” means, collectively, WFOE I and WFOE II and “ WFOE ” means either of them.

2.2 In these Articles, words and expressions defined in the Companies Law shall have the same meaning and, unless otherwise required by the context, (a) the singular shall include the plural and vice versa; (b) the masculine shall include the feminine and the neuter and references to persons shall include companies and all legal entities capable of having a legal existence; (c) “may” shall be construed as permissive and “shall” shall be construed as imperative; (d) a reference to a dollar or dollars (or 5) is a reference to dollars of the United States of America; and (e) references to a statutory enactment shall include reference to any amendment or re-enactment thereof for the time being in force.

3. Share Certificates

3.1 Every person whose name is entered as a Member in the Register of Members, shall without payment, be entitled to a share certificate signed by a Director of the Company specifying the share or shares held and the amount paid up thereof, provided that in respect of a share or shares held jointly by several persons, the Company shall not be bound to issue more than one share certificate and delivery of a certificate for a share to one of several joint holders shall be sufficient delivery to all.

3.2 If a share certificate is worn out, lost or defaced, it may be renewed on production of the worn out or defaced certificate, or on satisfactory proof of its loss together with such indemnity as the Directors may reasonably require.

4. Issue of Shares

4.1 Subject to the provisions of these Articles (including without limitation, Articles 19.10 and 19.11 and Schedule A), the unissued shares of the Company (whether forming part of the original or any increased authorised shares) shall be at the disposal of the Directors who may offer, allot, grant options over or otherwise dispose of them to such persons at such times and for such consideration, and upon such terms and conditions as the Directors may determine.

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

5. Variation of Rights Attaching to Shares

5.1 Subject to the provisions of these Articles (including without limitation, Articles 19.10 and 19.11), if at any time the share capital of the Company is divided into different classes of shares, the rights attaching to any class (unless otherwise provided by the terms of issue of the shares of that class) may be varied or abrogated with the consent in writing of the holders of two-thirds of the issued shares of that class, or with the sanction of a resolution passed 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 the class. To every such separate general meeting the provisions of these Articles relating to general meetings of the Company shall mutatis mutandis apply, but so that the necessary quorum shall be at least one person holding or representing by proxy at least one-third of the issued shares of the class and that any holder of shares of the class present in person or by proxy may demand a poll.

5.2 The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by the creation or issue of further shares ranking pari passu therewith or by the redemption or purchase of shares of any class by the Company.

5.3 The Company shall not issue shares to bearer form.

6. Transfer of Shares

6.1 Subject to the provisions of these Articles (including without limitation, Schedule A), any Member may transfer all or any of his shares by an instrument in writing in any usual or common form or any other form which the Directors may approve or on behalf of the transferor and if in respect of a nil or partly paid up share or if so required by the Directors shall also be executed on behalf of the transferee and shall be accompanied by the certificate of the shares to which it relates and such other evidence as the Directors may reasonably require to show the right of the transferor to make the transfer. The transferor shall be deemed to remain a holder of the share until the name of the transferee is entered in the Register of Members in respect thereof.

6.2 All instruments of transfer which shall be registered shall be retained by the Company.

6.3 The registration of transfers may be suspended at such times and for such periods as the Directors may from time to time determine, provided always that such registration shall not be suspended for more than 45 days in any year.

7. Transmission of Shares

7.1 In case of the death of a Member, the survivor or survivors, or the legal personal representatives of the deceased survivor, where the deceased was a joint holder, and the legal personal representatives of the deceased, where he was a sole holder, shall be the only persons recognized by the Company as having any title to the shares.

7.2 Any person becoming entitled to a share in consequence of the death, bankruptcy, liquidation or dissolution of a Member shall, upon such evidence being produced as may from time to time be properly required by the Directors, and subject as hereinafter provided, elect either to be registered himself as holder of the share or to have some person nominated by him registered as the transferee thereof, but the Directors shall, in either case, have the same right to decline or suspend registration as they would have had in the case of a transfer of the share by that Member before his death or bankruptcy, as the case may be.

7.3 A person becoming entitled to a share by reason of the death, bankruptcy, liquidation or dissolution 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 not, before being registered as a Member in respect of the share, be entitled in respect of it to exercise any right conferred by membership in relation to meetings of the Company.

8. Redemption and Purchase of Own Shares

8.1 Subject to the provisions of the Companies Law and these Articles (including without limitation, Articles 19.10 and 19.11), the Company may:

(a) issue shares on terms that they are to be redeemed or are liable to be redeemed at the option of the Company on such terms and in such manner as the Directors may determine before the issue of such shares:

(b) purchase its own shares (including any redeemable shares) on such terms and in such manner as the Directors may determine and agree with the Member; and

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

8.2 The redemption or purchase of any share shall not be deemed to give rise to the redemption or purchase of any other share.

8.3 The Directors may when making payments in respect of redemption or purchase of shares, if authorised by the terms of issue of the shares being redeemed or purchased or with the agreement of the holder of such shares, make such payment either in cash or in specie.

8.4 Notwithstanding anything to the contrary, the Preferred Shares shall be redeemable as follows:

(a) (i) Beginning on or after the date that is three (3) years after the date of the issuance of the Series A Preferred Shares, at any time and from time to time prior to a Qualified IPO, any holder of the then-outstanding Series A Preferred Shares (the “ Series A Redemption Initiating Holder ”) may require that the Company to redeem its Series A Preferred Shares in accordance with the following terms. Following receipt of the request for redemption from any such holder, the Company shall within ten (10) Business Days give written notice (the “ Series A Redemption Notice ”) to each other holder of record of any Series A Preferred Share, at the address last shown on the records of the Company for such holder. Such notice shall indicate that certain holder of Series A Preferred Shares has elected redemption of its Series A Preferred Shares pursuant to the provisions of this Article, shall specify the redemption date determined in accordance with Article 8.4(c) below, and shall direct the holders of Series A Preferred Shares to submit a written statement as to the number of shares they wish to have redeemed accompanied by their share certificates to the Company on or before the scheduled redemption date.

(ii) Upon occurrence of any of the following events: (i) beginning on or after the date that is three (3) years after the date of the issuance of the Series B Preferred Shares, at any time and from time to time prior to a Qualified IPO, (ii) any wilful misconduct by the Founder or the Company resulting in the Company’s violation of applicable laws and regulations in any material respect and the Company fails to cure such violation within fifteen (15) days upon the receipt of notice from the holders of a majority of the outstanding Series B Preferred Shares, (iii) the employment relationship between the Founder and the relevant member of any Group Company is terminated by the relevant Group Company or Founder resigning from any position in the Group Companies, or (iv) any shareholder of the Company serving any redemption notice to the Company to require the Company to redeem its shares pursuant to this Article 8.4, any holder of the then-outstanding Series B Preferred Shares (the “ Series B Redemption Initiating Holder ”) may require that the Company to redeem all or any of its Series B Preferred Shares in accordance with the following terms. Following receipt of the request for redemption from any such holder, the Company shall within ten (10) Business Days give written notice (the “ Series B Redemption Notice ”) to each other holder of record of any Series B Preferred Share, at the address last shown on the records of the Company for such holder. Such notice shall indicate that certain holder of Series B Preferred Shares has elected redemption of its Series B Preferred Shares pursuant to the provisions of this Article, shall specify the redemption date determined in accordance with Article 8.4(c) below, and shall direct the holders of Series B Preferred Shares to submit a written statement as to the number of shares they wish to have redeemed accompanied by their share certificates to the Company on or before the scheduled redemption date.

(iii) Beginning on or after the date that is three (3) years after the date of the issuance of the Series C Preferred Shares, at any time and from time to time prior to a Qualified IPO, or within 30 days after the Company confirms that the 2017 Actual Profit (as defined in the Series C Share Subscription Agreement) is less than 80% of 2017 Target Profit (as defined in the Series C Share Subscription Agreement), any holder of the then-outstanding Series C Preferred Shares (the “ Series C Redemption Initiating Holder ”) may require that the Company to redeem its Series C Preferred Shares in accordance with the following terms. Following receipt of the request for redemption from any such holder, the Company shall within ten (10) Business Days give written notice (the “ Series C Redemption Notice ”) to each other holder of record of any Series C Preferred Share, at the address last shown on the records of the Company for such holder. Such notice shall indicate that certain holder of Series C Preferred Shares has elected redemption of its Series C Preferred Shares pursuant to the provisions of this Article, shall specify the redemption date determined in accordance with Article 8.4(c) below, and shall direct the holders of Series C Preferred Shares to submit a written statement as to the number of shares they wish to have redeemed accompanied by their share certificates to the Company on or before the scheduled redemption date.

(iv) Beginning on or after the date that is three (3) years after the date of the issuance of the Series D Preferred Shares, at any time and from time to time prior to a Qualified IPO, any holder of the then-outstanding Series D Preferred Shares (the “ Series D Redemption Initiating Holder ”) may require that the Company to redeem its Series D Preferred Shares in accordance with the following terms. Following receipt of the request for redemption from any such holder, the Company shall within ten (10) Business Days give written notice (the “ Series D Redemption Notice ”) to each other holder of record of any Series D Preferred Share, at the address last shown on the records of the Company for such holder. Such notice shall indicate that certain holder of Series D Preferred Shares has elected redemption of its Series D Preferred Shares pursuant to the provisions of this Article, shall specify the redemption date determined in accordance with Article 8.4(c) below, and shall direct the holders of Series D Preferred Shares to submit a written statement as to the number of shares they wish to have redeemed accompanied by their share certificates to the Company on or before the scheduled redemption date.

(v) Beginning on or after the date that is three (3) years after the date of the issuance of the Series E Preferred Shares, at any time and from time to time prior to a Qualified IPO, or within 30 days after the Company confirms that the 2017 Actual Profit (as defined in the Series E Share Subscription Agreement) is less than 80% of 2017 Target Profit (as defined in the Series E Share Subscription Agreement), any holder of the then-outstanding Series E Preferred Shares (the “ Series E Redemption Initiating Holder ”) may require that the Company to redeem its Series E Preferred Shares in accordance with the following terms. Following receipt of the request for redemption from any such holder, the Company shall within ten (10) Business Days give written notice (the “ Series E Redemption Notice ”) to each other holder of record of any Series E Preferred Share, at the address last shown on the records of the Company for such holder. Such notice shall indicate that certain holder of Series E Preferred Shares has elected redemption of its Series E Preferred Shares pursuant to the provisions of this Article, shall specify the redemption date determined in accordance with Article 8.4(c) below, and shall direct the holders of Series E Preferred Shares to submit a written statement as to the number of shares they wish to have redeemed accompanied by their share certificates to the Company on or before the scheduled redemption date.

(b) The redemption price for each Series A Preferred Share, Series B Preferred Share, Series C Preferred Share or Series D Preferred Share redeemed pursuant to this Article shall be equal to the applicable Preferred Share Issue Price plus a 8% annual return (simple interest), plus all declared but unpaid dividends thereon, for the period from the date of issuance of such Preferred Share up to the date of redemption, proportionally adjusted for share subdivisions, share dividends, reorganizations, reclassifications, consolidations or mergers. The redemption price for each Series E Preferred Share redeemed pursuant to this Article shall be equal to the applicable Series E Issue Price plus a 10% annual return (simple interest), plus all declared but unpaid dividends thereon, for the period from the date of issuance of such Series E Preferred Share up to the date of redemption, proportionally adjusted for share subdivisions, share dividends, reorganizations, reclassifications, consolidations or mergers.

(c) The closing (the “ Redemption Closing ”) of the redemption of the Preferred Shares pursuant to this Article will take place no earlier than fifteen (15) Business Days but no later than thirty (30) Business Days of the date of the relevant Redemption Notice being delivered to the offices of the Company, or such other date or other place as the relevant Redemption Initiating Holder and the Company may mutually agree in writing. At the Redemption Closing, subject to applicable law, the Company will, from any source of assets or funds legally available therefor (subject to Article 8.4(d)), redeem each Preferred Share with respect to which the Company has received a timely request for redemption (as provided hereinabove) by paying in cash in immediately available funds therefor the applicable redemption price against surrender at the Company’s principal office of the certificate(s) representing the shares to be redeemed. From and after the Redemption Closing, if the Company makes the applicable redemption price available to a holder of a Preferred Share, all rights of such holder (except the right to receive the redemption price therefor) will cease with respect to such share, and such share will not thereafter be transferred on the books of the Company or be deemed outstanding for any purpose whatsoever.

(d) If the Company’s assets or funds which are legally available on the date that any redemption payment under this Article is due are insufficient to pay in full all redemption payments to be paid to the holders of the Preferred Shares at the relevant Redemption Closing, or if the Company is otherwise prohibited by applicable law from making such redemption, those assets or funds which are legally available other than the assets and funds held by Capital Nine Investment Limited, which shall be used in accordance with agreements among the Company, the Series B Purchaser and/or its limited partner, shall first be used to pay for the full redemption payments due to the Series E Purchaser, the Series D Purchasers, the Series C Purchaser and the Series B Purchaser ratably in proportion to the full amounts to which such holders to which such redemption payments are due would otherwise be respectively entitled thereon, and then be used to the extent permitted by applicable law to pay for redemption payments due to the holders of the Preferred Shares (except for the Series E Purchasers, the Series D Purchasers, the Series C Purchaser and the Series B Purchaser) ratably in proportion to the full amounts to which such holders to which such redemption payments are due would otherwise be respectively entitled thereon. Thereafter, all assets or funds of the Company that become legally available for the redemption of shares shall immediately be used to pay the redemption payment which the Company did not pay on the date that such redemption payments were due. Without limiting any rights of the holders of Preferred Shares which are set forth in these Articles, or are otherwise available under law, the balance of any shares subject to redemption hereunder with respect to which the Company has become obligated to pay the redemption payment but which it has not paid in full shall continue to have all the powers, designations, preferences and relative participating, optional, and other special rights (including, without limitation, rights to accrue dividends) which such shares had prior to such date, until the redemption payment has been paid in full with respect to such shares.

9. Fractional Shares

The Directors may issue fractions of a share of any class of shares, and, if so issued, a fraction of a share (calculated to three decimal points) shall be subject to and carry the corresponding fraction of liabilities (whether with respect to any unpaid amount thereon, contribution, calls or otherwise). limitations, preferences, privileges, qualifications, restrictions, rights (including, without limitation, voting and participation rights) and other attributes or a whole share of the same class of shares. If more than one fraction of a share of the same class is issued to or acquired by the same Member such fractions shall be accumulated. For the avoidance of doubt, in these Articles the expression “share” shall include a fraction of a share.

10. Lien

10.1 The Company shall have a first priority lien and charge on every share (not being a fully paid up share) for all moneys (whether presently payable or net) called or payable at a fixed time in respect of that share, and the Company shall also have a first priority lien and charge on all shares (other than fully paid up shares) registered in the name of a member 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 the provisions of this Article. The Company’s lien, if any, on a share shall extend to all dividends and other moneys payable in respect thereon.

10.2 The Company may sell, in such manner as the Directors think fit, any shares on which the Company has a lien but no sale shall be made unless some sum in respect of which the lien exists is presently payable, nor until the expiration of 14 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 of which the Company has notice, by reason of his death or bankruptcy, winding up or otherwise by operation of Companies Law or court order.

10.3 To give effect to any such sale the Directors may authorise some person to transfer the shares sold to the purchaser thereof. The purchaser shall be registered as the holder of the shares comprised in any such transfer, and he shall not be bound to see to the application of the purchase money, nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings in reference to the sale.

10.4 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, if any, 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.

11. Calls on Shares

11.1 The Directors may from time to time make calls upon the Members in respect of any moneys unpaid on their shares (whether on account of the nominal value of the shares or by way of premium or otherwise), and each Member shall (subject to receiving at least 14 days’ notice in writing specifying the time or times and place of payment) pay to the Company at the time or times and place so specified the amount called on his shares. The non-receipt of a notice of any call by, or the accidental omission to give notices of a call to, any Members shall not invalidate the call. A call may be revoked or postponed as the Directors may determine.

11.2 The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof.

11.3 If a sum called in respect of a share is remain unpaid before or on the day appointed for payment thereof, the person from whom the sum is due shall pay interest on the sum from the day appointed for the payment thereof to the time of the actual payment at such rate not exceeding 10 percent per annum as the Directors may determine, but the Directors shall be at liberty to waive payment of that interest wholly or in part.

11.4 Any sum which by the terms of issue of a share becomes payable on allotment or at any fixed date, whether on account of the nominal value of the share or by way of premium or otherwise, shall for the purposes of these Articles be deemed to be a call duly made, notified and payable on the date on which by the terms of issue the same becomes payable, and in case of non-payment all the relevant provisions of these Articles as to payment of interest and expenses, forfeiture or otherwise shall apply as if such sum had become payable by virtue of a call duly made and notified.

11.5 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.

11.6 The Directors may make arrangements on the issue of shares, differentiate between the Members, as to the amount of calls to be paid and the times of payment.

11.7 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 not exceeding 10 percent per annum (unless the Company in general meeting shall otherwise direct), as may be agreed between the Directors and the Member paying the sum in advance.

12. Forfeiture of Shares

12.1 If a Member fails to pay any call or instalment of a call with any interest 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 in writing on him requiring payment of so much of the call or instalment as is unpaid, together with any interest accrued and expenses incurred by the reason of such non-payment.

12.2 The notice shall name a further day (not earlier than the expiration of 14 days from the date of the service 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.

12.3 If the requirements of any such notice as aforesaid are not complied with, any share in respect of which the notice has been given may at any time thereafter, before the payment required by notice has been made, be forfeited by a resolution of the Directors to that effect and such forfeiture shall extend to all dividends declared in respect of the share so forfeited but not actually paid before such forfeiture.

12.4 A forfeited share may be sold, cancelled or otherwise disposed of on such terms and in such manner as the Directors in their absolute discretion think fit, and at any time before a sale, cancellation or disposition the forfeiture may be cancelled on such terms as the Directors in their absolute discretion think fit.

12.5 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 fully paid up amount of the shares.

12.6 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 or surrendered or sold to satisfy a lien of the Company 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.

12.7 When any shares have been forfeited, an entry shall be made in the Register of Members recording the forfeiture and the date thereof, and so soon as the shares so forfeited have been sold or otherwise disposed of, an entry shall be made of the manner and date of the sale or disposal thereof.

12.8 The provisions of these Articles as to forfeiture shall apply in the case of non-payment of any sum, which by the terms of issue of a share, becomes due and payable at any 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.

13. Alteration of Share Capital

13.1 Subject to the provisions of these Articles (including without limitation, Articles 19.10 and 19.11), the Company may from time to time by Ordinary Resolution increase the share capital by such sum, to be divided into shares of such classes and amount, as the resolution shall prescribe.

13.2 Subject to the provisions of these Articles (including without limitation, Articles 19.10 and 19.11), the Company may by Ordinary Resolution:

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

(b) subdivide its existing shares, or any of them, into shares of a smaller amount provided that in the subdivision the proportion between the amount paid and the amount, if any, unpaid on each reduced share shall be the same as it was in case of the share from which the reduced share is derived;

(c) cancel any shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person and diminish the amount of its share capital by the amount of the shares so cancelled; and

(d) convert all or any of its paid up shares into stock and reconvert that stock into paid up shares of any denomination.

13.3 Subject to the provisions of these Articles (including without limitation, Articles 19.10 and 19.11), the Company may by Special Resolution reduce its share capital and any capital redemption reserve in any manner, authorised and consent required by Companies Law.

14. Closing Register of Members or Fixing Record Date

14.1 For the purpose of determining those Members that are entitled to receive notice of, attend or vote at any meeting of Members or any adjournment thereof, or those Members that are entitled to receive payment of any dividend, or in order to make a determination as to who is a Member for any other purpose, the Directors may provide that the Register of Members shall be closed for transfers for a stated period but not to exceed in any case 40 days. If the Register of Members shall be so closed for the purpose of determining those Members that are entitled to receive notice of, attend or vote at a meeting of Members such register shall be so closed for at least 10 days immediately preceding such meeting and the record date for such determination shall be the first day of the closure of the Register of Members.

14.2 In lieu of or apart from closing the Register of Members, the Directors may fix in advance a date as the record date for any such determination of those Members that are entitled to receive notice of, attend or vote at a meeting of the Members and for the purpose of determining those Members that are entitled to receive payment of any dividend the Directors may, at or within 90 days prior to the date of declaration of such dividend fix a subsequent date as the record date for such determination.

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

15. Conversion Right

15.1 The holders of the Preferred Shares shall have the rights described below with respect to the conversion of the Preferred Shares into Ordinary Shares:

(a) Conversion Ratio. The number of Ordinary Shares to which a holder shall be entitled upon conversion of each Series E Preferred Share shall be the quotient of the applicable Series E Issue Price divided by the then effective Series E Conversion Price, which shall initially be the applicable Series E Issue Price (the “ Series E Conversion Price ”) resulting in an initial conversion ratio for Series E Preferred Shares of 1:1. The number of Ordinary Shares to which a holder shall be entitled upon conversion of each Series D Preferred Share shall be the quotient of the Series D Issue Price divided by the then effective Series D Conversion Price, which shall initially be the Series D Issue Price (the “ Series D Conversion Price ”) resulting in an initial conversion ratio for Series D Preferred Shares of 1:1. The number of Ordinary Shares to which a holder shall be entitled upon conversion of each Series C Preferred Share shall be the quotient of the Series C Issue Price divided by the then effective Series C Conversion Price, which shall initially be the Series C Issue Price (the “ Series C Conversion Price ”) resulting in an initial conversion ratio for Series C Preferred Shares of 1:1. The number of Ordinary Shares to which a holder shall be entitled upon conversion of each Series B Preferred Share shall be the quotient of the Series B Issue Price divided by the then effective Series B Conversion Price, which shall initially be the Series B Issue Price (the “ Series B Conversion Price ”) resulting in an initial conversion ratio for Series B Preferred Shares of 1:1. The number of Ordinary Shares to which a holder shall be entitled upon conversion of each Series A Preferred Share shall be the quotient of the Series A Issue Price divided by the then effective Series A Conversion Price, which shall initially be the Series A Issue Price (the “ Series A Conversion Price ”) resulting in an initial conversion ratio for Series A Preferred Shares of 1:1.

(b) Optional Conversion. Subject to the Companies Law and these Articles, any Preferred Share may, at the option of the holder thereof, be converted at any time after the date of issuance of such shares, without the payment of any additional consideration, into fully-paid and non-assessable Ordinary Shares based on the then-effective Conversion Price. Any conversion pursuant to this Article 15.1(b) shall be referred to as an “ Optional Conversion ”.

(c) Automatic Conversion. Each Preferred Share shall automatically be converted, based on the then-effective Conversion Price, without the payment of any additional consideration, into fully-paid and non assessable Ordinary Shares upon the closing of a Qualified IPO. Any conversion pursuant to this Article 15.1(c) shall be referred to as an “ Automatic Conversion ”.

(d) Conversion Mechanism. The conversion hereunder of the Preferred Shares shall be effected in the following manner:

(i) In the event of an Optional Conversion, before any holder of any Preferred Shares shall be entitled to convert the same into Ordinary Shares, such holder shall surrender the certificate or certificates therefore at the office of the Company or of any transfer agent for such share and shall give notice to the Company at its principal corporate office, of the election to convert the same and shall state therein the name or names in which the certificate or certificates for Ordinary Shares are to be issued. The Company shall, as soon as practicable thereafter, issue and deliver at such office to such holder of applicable Preferred Shares, or to the nominee or nominees of such holder, a certificate or certificates for the number of Ordinary Shares to which such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the Preferred Shares to be converted, the Register of Members of the Company shall be updated accordingly to reflect the same, and the Person or Persons entitled to receive the Ordinary Shares issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares as of such date.

(ii) If the conversion is in connection with an underwritten public offering of securities, the conversion will be conditioned upon the closing with the underwriter(s) of the sale of securities pursuant to such offering and the Person(s) entitled to receive the Ordinary Shares issuable upon such conversion shall not be deemed to have converted the applicable Preferred Shares until immediately prior to the closing of such sale of securities.

(iii) Upon the occurrence of an event of Automatic Conversion, the holders of the Preferred Shares shall surrender the certificates representing such shares at the office of the Company or any transfer agent for the Preferred Shares. Thereupon, there shall be issued and delivered to such holder promptly at such office and in its name as shown on such surrendered certificate or certificates, a certificate or certificates for the number of Ordinary Shares into which the Preferred Shares surrendered were convertible on the date on which such Automatic Conversion occurred. Upon such Automatic Conversion, the Preferred Shares shall be converted automatically into Ordinary Shares without any further action by the holders of such shares and whether or not the certificates representing such shares are surrendered to the Company or its transfer agent; provided , however, that the Company shall not be obligated to issue certificates for any Ordinary Shares issuable upon the Automatic Conversion of any Preferred Shares unless the certificate or certificates evidencing such Preferred Shares are either delivered to the Company or its transfer agent, or the holder notifies the Company or its transfer agent that such certificate has been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificate.

(iv) The Directors of the Company may effect the conversion of Preferred Shares in any manner available under applicable law, including redeeming or repurchasing the relevant Preferred Shares and applying the proceeds thereof towards payment for the new Ordinary Shares. For purposes of the repurchase or redemption, the Directors may, subject to the Company being able to pay its debts in the ordinary course of business, make payments out of its capital.

(v) No fractional Ordinary Shares shall be issued upon conversion of any Preferred Shares. In lieu of any fractional shares to which the holder would otherwise be entitled, the Company shall at the discretion of the Board of Directors either (i) pay cash equal to such fraction multiplied by the fair market value for the applicable Preferred Share as determined by the Board of Directors (including the affirmative vote of the Series A Director in relation to the conversion of Series A Preferred Shares only, and the affirmative vote of the Series C Director in relation to the conversion of Series C Preferred Shares only), or (ii) issue one whole Ordinary Share for each fractional share to which the holder would otherwise be entitled.

(vi) Upon conversion, all declared but unpaid share dividends on the applicable Preferred Shares shall be paid in shares and all declared but unpaid cash dividends on the applicable Preferred Shares shall be paid either in cash or by the issuance of further Ordinary Shares with a value equal to such cash amount, at the option of the holders of the applicable Preferred Shares.

15.2 Adjustment of Conversion Price. The Conversion Price shall be adjusted from time to time as provided below:

(a) Adjustment for Share Subdivision and Consolidations . If the Company shall at any time, or from time to time, effect a subdivision of the outstanding Ordinary Shares, the Conversion Price in effect immediately prior to such subdivision shall be proportionately decreased. Conversely, if the Company shall at any time, or from time to time, consolidate the outstanding Ordinary Shares into a smaller number of shares, the Conversion Price in effect immediately prior to such consolidation shall be proportionately increased. Any adjustment under this paragraph shall become effective at the close of business on the date the subdivision or consolidation becomes effective.

(b) Adjustment for Ordinary Share Dividends and Distributions . If the Company makes (or fixes a record date for the determination of holders of Ordinary Shares entitled to receive) a dividend or other distribution to the holders of Ordinary Shares payable in additional Ordinary Shares, the Conversion Price then in effect shall be decreased as of the time of such issuance (or in the event such record date is fixed, as of the close of business on such record date) by multiplying the Conversion Price by a fraction (i) the numerator of which is the total number of Ordinary Shares issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (ii) the denominator of which is the total number of Ordinary Shares issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of Ordinary Shares issuable in payment of such dividend or distribution.

(c) Adjustments for Other Dividends . If the Company at any time, or from time to time, makes (or fixes a record date for the determination of holders of Ordinary Shares entitled to receive) a dividend or other distribution to the holders of Ordinary Shares payable in securities of the Company other than Ordinary Shares or any other asset or property (other than cash), then, and in each such event, provision shall be made so that, upon conversion of any Preferred Share thereafter, the holder thereof shall receive, in addition to the number of Ordinary Shares issuable thereon, the amount of securities of the Company or other asset or property which the holder of such share would have received in connection with such event had the Preferred Shares been converted into Ordinary Shares immediately prior to such event, all subject to further adjustment as provided herein.

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

(e) Adjustments to Conversion Price for Dilutive Issuance .

(i) Special Definition . For purpose of this Article 15.2(e), the following definitions shall apply:

(1) “ Options ” mean rights, options or warrants to subscribe for, purchase or otherwise acquire either Ordinary Shares or Convertible Securities.

(2) “ Convertible Securities ” shall mean any indebtedness, shares or other securities directly or indirectly convertible into or exchangeable for Ordinary Shares.

(3) “ Additional Securities ” shall mean all Ordinary Shares issued (or, pursuant to Article 15.2(e)(iii), deemed to be issued) by the Company after the date on which these Articles are adopted, other than the following issuances:

a) (A) any of the options, warrants or other securities arrangements to purchase any Ordinary Shares issued from time to time to the employees, officers, directors, contractors, advisors or consultants of the Group Companies pursuant to the ESOP; and (B) any Ordinary Shares issuable upon exercise or conversion of the forgoing options, warrants or other securities arrangements;

b) any Preferred Shares issued under the Series A Share Subscription Agreement, the Series B Share Subscription Agreement, the Series C Share Subscription Agreement, the Series D Share Subscription Agreements, the Series E Share Subscription Agreement and any Ordinary Shares issued upon such Preferred Shares;

c) any securities issued in connection with any share dividend or any subdivision or consolidation of Ordinary Shares or other similar event;

d) any securities issued as a dividend or distribution on the Preferred Shares; and

e) any securities issued pursuant to a Qualified IPO as approved by the Board and the Shareholders pursuant to the Shareholders Agreement, the Memorandum and these Articles.

(ii) No Adjustment of Conversion Price . No adjustment in the Conversion Price shall be made in respect of the issuance of Additional Securities unless the consideration per Ordinary Share (determined pursuant to Article 15.2(e)(v) hereof) for the Additional Securities issued or deemed to be issued by the Company is less than the Conversion Price in effect immediately prior to such issuance, as provided for by Article 15.2(e)(iv). No adjustment or readjustment in the Conversion Price otherwise required by this Article 15.2 shall affect any Ordinary Shares issued upon conversion of any applicable Preferred Share prior to such adjustment.

(iii) Deemed Issuance of Additional Securities . In the event the Company at any time or from time to time after the Series E Issuance Date shall issue any Options or Convertible Securities or shall fix a record date for the determination of holders of any series or class of securities entitled to receive any such Options or Convertible Securities, then the maximum number of Ordinary Shares (as set forth in the instrument relating thereto without regard to any provisions contained therein for a subsequent adjustment of such number for anti-dilution adjustments) issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefore, the conversion or exchange of such Convertible Securities or the exercise of such Options, shall be deemed to be Additional Securities issued as of the time of such issue or, in case such a record date shall have been fixed, as of the close of business on such record date, provided that such Additional Securities shall not be deemed to have been issued unless the consideration per Ordinary Share (determined pursuant to Article 15.2(e)(v) hereof) of such Additional Securities would be less than the Conversion Price in effect immediately prior to such issue or record date, as provided for by Article 15.2(e)(iv), and provided further that in any such case in which Additional Securities are deemed to be issued:

(1) no further adjustment in the Conversion Price shall be made upon the subsequent issue of Convertible Securities or Ordinary Shares upon the exercise of such Options or conversion or exchange of such Convertible Securities or upon the subsequent issue of Options for Convertible Securities or Ordinary Shares;

(2) if such Options or Convertible Securities by their terms provide, with the passage of time or otherwise, for any change in the consideration payable to the Company, or change in the number of Ordinary Shares issuable, upon the exercise, conversion or exchange thereof, the then effective Conversion Price, computed upon the original issue thereof (or upon the occurrence of a record date with respect thereto), and any subsequent adjustments based thereon, shall, upon any such change becoming effective, be recomputed to reflect such change insofar as it affects such Options or the rights of conversion or exchange under such Convertible Securities;

(3) no readjustment pursuant to Article 15.2(e)(iii)(B) shall have the effect of increasing the then effective Conversion Price, to an amount which exceeds the Conversion Price, that would have been in effect had no adjustments in relation to the issuance of the Options or Convertible Securities as referenced in Article 15.2(e)(iii)(B) been made;

(4) upon the expiration of any such Options or any rights of conversion or exchange under such Convertible Securities that have not been exercised, the then effective Conversion Price, computed upon the original issue thereof (or upon the occurrence of a record date with respect thereto) and any subsequent adjustments based thereon shall, upon such expiration, be recomputed as if:

a) in the case of Convertible Securities or Options for Ordinary Shares, the only Additional Securities issued were the Ordinary Shares, if any, actually issued upon the exercise of such Options or the conversion or exchange of such Convertible Securities and the consideration received therefore was the consideration actually received by the Company for the issue of such exercised Options plus the consideration actually received by the Company upon such exercise or for the issue of all such Convertible Securities that were actually converted or exchanged, plus the additional consideration, if any, actually received by the Company upon such conversion or exchange;

b) in the case of Options for Convertible Securities, only the Convertible Securities, if any, actually issued upon the exercise thereof were issued at the time of issue of such Options, and the consideration received by the Company for the Additional Securities deemed to have been then issued was the consideration actually received by the Company for the issue of such exercised Options, plus the consideration deemed to have been received by the Company (determined pursuant to Article 15.2(e)(v)) upon the issue of the Convertible Securities with respect to which such Options were actually exercised; and

c) if such record date shall have been fixed and such Options or Convertible Securities are not issued on the date fixed therefore, the adjustment previously made in the Conversion Price which became effective on such record date shall be canceled as of the close of business on such record date, and thereafter the Conversion Price shall be adjusted pursuant to this Article 15.2(e)(iii) as of the actual date of their issuance.

(iv) Adjustment of Conversion Price upon Issuance of Additional Securities below Conversion Price . In the event of an issuance of Additional Securities, at any time after the Series E Issuance Date, for a consideration per Ordinary Share received by the Company (net of any selling concessions, discounts or commissions) less than the Conversion Price in effect immediately prior to such issue, then and in such event, such Conversion Price shall be reduced, concurrently with such issue, to the consideration per share for which the Additional Securities are issued.

(v) Determination of Consideration . For purposes of this Article 15.2(e), the consideration received by the Company for the issuance of any Additional Securities shall be computed as follows:

(1) Cash and Property . Such consideration shall:

a) insofar as it consists of cash, be computed at the aggregate amount of cash received by the Company excluding amounts paid or payable for accrued interest or accrued dividends and excluding any discounts, commissions or placement fees payable by the Company to any underwriter or placement agent in connection with the issuance of any Additional Securities;

b) insofar as it consists of property other than cash, be computed at the fair market value thereof at the time of such issue, as determined in good faith by the Board of Directors (including the consent of the Series A Director in relation to Series A Preferred Shares only, the consent of the Series C Director in relation to Series C Preferred Shares only, and the consent of the Series D Director in relation to Series D Preferred Shares only); provided , however, that no value shall be attributed to any services performed by any employee, officer or director of any Group Company;

c) in the event Additional Securities are issued together with other Shares or securities or other assets of the Company for consideration which covers both, be the proportion of such consideration so received which relates to such Additional Securities, computed as provided in clauses (1) and (2) above, as reasonably determined in good faith by the Board of Directors (including the consent of the Series A Director in relation to Series A Preferred Shares only, the consent of the Series C Director in relation to Series C Preferred Shares only, and the consent of the Series D Director in relation to Series D Preferred Shares only).

(2) Options and Convertible Securities . The consideration per Ordinary Share received by the Company for Additional Securities deemed to have been issued pursuant to Article 15.2(e)(iii) hereof relating to Options and Convertible Securities, shall be determined by dividing (x) the total amount, if any, received or receivable by the Company as consideration for the issue of such Options or Convertible Securities (determined in the manner described in paragraph (A) above), plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration) payable to the Company upon the exercise of such Options or the conversion or exchange of such Convertible Securities, or in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities by (y) the maximum number of Ordinary Shares (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options or the conversion or exchange of such Convertible Securities.

(f) Other Dilutive Events . In case any event shall occur as to which the other provisions of this Article 15.2 are not strictly applicable, but the failure to make any adjustment to the Conversion Price would not fairly protect the conversion rights of the holders of the Preferred Shares in accordance with the essential intent and principles hereof, then the Board (including the affirmative vote of the Series A Director in relation to Series A Preferred Shares only, the affirmative vote of the Series C Director in relation to Series C Preferred Shares only, and the affirmative vote of the Series D Director in relation to Series D Preferred Shares only), in good faith, shall determine the appropriate adjustment to be made, on a basis consistent with the essential intent and principles established in this Article 15.2, necessary to preserve, without dilution, the conversion rights of the holders of such Preferred Shares.

(g) IPO Adjustment . Without prejudice to the other provisions set forth in this Article 15.2, the Series E Conversion Price and Series E Issue Price with respect to the Series E Preferred Shares purchased by SBI under the Series E Share Subscription Agreement shall be adjusted in accordance with Sections 3.4 and 3.5 of the Series E Share Subscription Agreement, the Series D Conversion Price and Series D Issue Price with respect to the Series D Preferred Shares held by Famous Voyage (and its permitted transferees) shall be adjusted in accordance with Section 3.4 of the Series D Share Subscription Agreement I, the Series D Conversion Price and Series D Issue Price with respect to the Series D Preferred Shares held by Plentiful Bright (and its permitted transferees) shall be adjusted in accordance with Section 3.4 of the Series D Share Subscription Agreement II, the Series C Conversion Price and Series C Issue Price with respect to the Series C Preferred Shares shall be adjusted in accordance with Sections 3.4 and 3.5 of the Series C Share Subscription Agreement, and the Series B Conversion Price and Series B Issue Price with respect to the Series B Preferred Shares shall be adjusted in accordance with Section 3.4 of the Series B Share Subscription Agreement.

(h) No Impairment . The Company will not, by amendment of these Articles or through any reorganization, recapitalization, transfer of assets, consolidation, merger, amalgamation, scheme of arrangement, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all the provisions of this Article 15.2 and in the taking of all such action as may be necessary or appropriate to protect the conversion rights of the holders of Preferred Shares against impairment.

(i) Certificate of Adjustment . In the case of any adjustment or readjustment of the Conversion Price, the Company, at its sole expense, shall compute such adjustment or readjustment in accordance with the provisions hereof and prepare a certificate showing such adjustment or readjustment, and shall deliver such certificate by notice to each registered holder of such Preferred Shares at the holder’s address as shown in the Company’s books. The certificate shall set forth such adjustment or readjustment, showing in detail the facts upon which such adjustment or readjustment is based, including a statement of (i) the consideration received or deemed to be received by the Company for any Additional Securities issued or sold or deemed to have been issued or sold, (ii) the number of Additional Securities issued or sold or deemed to be issued or sold, (iii) the Conversion Price in effect before and after such adjustment or readjustment, and (iv) the type and number of Equity Securities of the Company, and the type and amount, if any, of other property which would be received upon conversion of such Preferred Shares after such adjustment or readjustment.

(j) Notice of Record Date . In the event the Company shall propose to take any action of the type or types requiring an adjustment set forth in this Article 15.2, the Company shall give notice to the holders of the relevant Preferred Shares, which notice shall specify the record date, if any, with respect to any such action and the date on which such action is to take place. Such notice shall also set forth such facts with respect thereto as shall be reasonably necessary to indicate the effect of such action (to the extent such effect may be known at the date of such notice) on the Conversion Price, and the number, kind or class of shares or other securities or property which shall be deliverable upon the occurrence of such action or deliverable upon the conversion of the relevant Preferred Shares. In the case of any action which would require the fixing of a record date, such notice shall be given at least twenty (20) days prior to the date so fixed, and in the case of all other actions, such notice shall be given at least thirty (30) days prior to the taking of such proposed action.

15.3 Reservation of Shares Issuable Upon Conversion . The Company shall at all times reserve and keep available out of its authorized but unissued Ordinary Shares, solely for the purpose of effecting the conversion of the Preferred Shares, such number of its Ordinary Shares as shall from time to time be sufficient to effect the conversion of all outstanding Preferred Shares. If at any time the number of authorized but unissued Ordinary Shares shall not be sufficient to effect the conversion of all then outstanding Preferred Shares, in addition to such other remedies as shall be available to the holders of Preferred Shares, the Company and its Members will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued Ordinary Shares to such number of shares as shall be sufficient for such purpose.

15.4 Notices . Any notice required or permitted pursuant to this Article 15 shall be given in writing and shall be given in accordance with Article 34.

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

16. General Meeting of Members

16.1 The Directors, whenever they consider necessary or desirable, may convene meetings of the Members of the Company. The Directors shall convene a meeting of Members upon the written requisition of any Members or Members entitled to attend and vote at general meeting of the Company who hold not less than 10 percent of the paid up voting share capital of the Company in respect to the matter for which the meeting is requested, deposited at the registered office of the Company 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. If the Directors do not convene such meeting for a date not later than 30 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 meetings may be convened by the Directors, and all reasonable expenses incurred by the requisitionists as a result of the failure of the Directors shall be reimbursed to them by the Company.

16.2 If at any time there are no Directors of the Company, any two Members (or if there is only one Member then that Member) entitled to vote at general meetings of the Company may convene a general meeting in the same manner as nearly as possible as that in which meetings may be convened by the Directors.

17. Notice of General Meetings

17.1 At least seven (7) days’ notice counting from the date service is deemed to take place as provided in these Articles specifying the place, the day and the hour of the meeting and, in case of special business, the general nature of that business, shall be given in manner hereinafter provided or in such other manner (if any) as may be prescribed by the Company by Ordinary Resolution to such persons as are, under these Articles, entitled to receive such notices from the Company.

17.2 Notwithstanding the aforesaid Article, a meeting of Members is held in contravention of the requirement to give notice shall be deemed to have been validly held if the consent of all Members entitled to receive notice of some particular meeting and attend and vote thereat, that meeting may be convened by such shorter notice or without notice and in such manner as those Members may think fit.

17.3 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.

18. Proceedings at General Meetings

18.1 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 otherwise provided by these Articles, a quorum shall consist of one or more Members present in person or by proxy holding at least two-thirds (2/3) of the outstanding Ordinary Shares (which shall include Novel Lead so long as Novel Lead holds any Ordinary Shares) and two-thirds (2/3) of the outstanding Series A Preferred Shares. If the Company has only one Member, that only Member present in person or by proxy shall be a quorum for all purposes.

18.2 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 or to such other day and at such other time and place as the Directors may decide, 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 be a quorum.

18.3 At every meeting, the Chairman of the Board shall preside as chairman of the meeting. If there is no Chairman of the Board or if the Chairman of the Board is not present at the meeting, the Members present shall choose someone of their number to be the chairman of the meeting. If the Members are unable to choose a chairman for any reason, then the person representing the greatest number of voting shares present at the meeting shall preside as chairman, failing which the oldest individual Member present at the meeting or failing any Member personally attending the meeting, the proxy present at the meeting representing the oldest Member of the Company, shall take the chair.

18.4 The chairman may, with the consent of any meeting, at which a quorum is present (and shall if so directed by the meeting) adjourn any 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 is adjourned for 10 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.

18.5 All business carried out at a general meeting shall be deemed special with the exception of declaring a dividend, the consideration of the accounts, balance sheets, and reports of the Directors and the Company’s auditors, the appointment and removal of Directors, and the appointment and the fixing of the remuneration of the Company’s auditors. No special business shall be transacted at any general meeting without the consent of all Members entitled to receive notice of that meeting unless notice of such special business has been given in the notice convening that meeting.

18.6 Any one or more Members may participate in a general meeting by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participating by such means shall constitute presence in person at a meeting. 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 (or being corporations by their duly authorized representatives) shall be as valid and effective as if the same had been passed at a general meeting of the Company duly convened and held.

19. Votes of Members

19.1 Subject to any rights and restrictions for the time being attached to any class or classes of shares, on a show of hands every Member present in person and every person representing a Member by proxy shall at a general meeting of the Company have one vote.

19.2 Subject to any rights or restrictions for the time being attached to any class or classes of shares, on a poll each Ordinary Share shall carry one vote and each Preferred Share shall carry such number of votes as is equal to the number of votes of Ordinary Shares then issuable upon the conversion of such Preferred Share. The holders of Preferred Shares and the holders of Ordinary Shares shall vote together and not as a separate class, unless otherwise provided in these Articles, the Memorandum and the Companies Law.

19.3 Subject to Article 19.11, at any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands by a simple majority, unless a poll is (before or on the declaration of the result of the show of hands) demanded by any Member. 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 such resolution.

19.4 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 or the meeting at which the poll was demanded. The demand for a poll may be withdrawn.

19.5 In any event, the chairman of the meeting at which the show of hands takes place, or at which the poll is demanded, shall not be entitled to a second or casting vote.

19.6 A poll demanded on the election of a chairman of a 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, and any business other than that upon which a poll has been demanded may be proceeded with pending the taking of the poll.

19.7 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 joint holders and for this purpose seniority shall be determined by the order in which the names stand in the Register of Members.

19.8 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.

19.9 No Member shall be entitled to vote at any general meeting unless all calls or other sums presently payable by him in respect of shares in the Company held by him and carrying the right to vote have been paid.

19.10 Subject to applicable laws and the provisions in Articles 19.11, In addition to such other limitations as may be provided in the Memorandum and these Articles, so long as any Series A Preferred Shares remain issued and outstanding, the Group Companies shall not, and each of the holders of the Ordinary Shares shall procure the Group Companies not to, either directly or by amendment of these Articles, merger, consolidation, or otherwise, whether in a single transaction or a series of related transactions, take any of the following acts, without the prior written consent of (i) the Series A Director, if the approval from the Board is required, or (ii) holders of at least a majority of the issued and outstanding Series A Preferred Shares (the “ Series A Majority ”), voting as a single class on an as-converted basis, if the approval from the Shareholders is required:

(a) any action that authorizes, creates or issues any securities of any class or series, or other securities of whatever description, in the Company, other than the issuance of the Ordinary Shares upon conversion of the Preferred Shares, and the issuance of the Ordinary Shares (or options or warrants therefor) under the ESOP as approved by the Board;

(b) any amendment, alteration, or repeal of any provision of the Memorandum and these Articles or other constitutional documents or any waiver given thereunder, and any amendment or change of the rights, preferences or privileges of, or the restrictions provided for the benefit of, any Preferred Shares;

(c) any increase or decrease of the authorized share capital or the authorized number of any Equity Securities (including through altering, reorganizing, reclassifying or otherwise recapitalizing any existing Equity Securities) of the Company;

(d) any repurchase, redemption or retirement of any Equity Securities of the Company other than pursuant to share restriction agreements approved by the Board to repurchase Ordinary Shares from the employees, officers, directors or consultants of the Group Company upon termination of their employment or services or pursuant to the redemption right of the Preferred Shares;

(e) any merger, consolidation, share acquisition or other corporate reorganization, or any transaction or series of transactions in which excess of 50% of any Group Company’s voting power is transferred or in which all or substantially all the assets of any Group Company are sold;

(f) any increase or decrease of the authorized size of the Board;

(g) the approval of or consent to any reorganization, Liquidation Event or any filing by or against any Group Company for the appointment of a receiver, administrator or other form of external manager, or the winding up, liquidation, bankruptcy or insolvency of any Group Company;

(h) any initial public offering (including Qualified IPO) of any Group Company, including choice of the underwriters, the listing venue, timing, valuation and the securities exchange for the initial public offering;

(i) the declaration, setting aside and/or payment of any dividends or other distributions on any securities of the Company, or the adoption of or any change to the dividend policy;

(j) any transaction in excess of RMB40,000,000 involving any Group Company, on the one hand, and any Group Company’s officers, directors or shareholders or any Affiliate of such Persons, on the other hand;

(k) any change in the equity ownership of any Domestic Company or termination of, or any amendment to, or waiver under the Control Documents (as defined in the Shareholders Agreement); and

(l) any agreement or commitment to do any of the foregoing.

19.11 Notwithstanding the provisions under Article 19.10 , so long as any Series B Preferred Shares remain issued and outstanding, the Company shall not, and each of the holders of the Preferred Shareholders (other than the holders of Series B Preferred Shares) and the Ordinary Shareholders shall procure the Company not to, either directly or indirectly or by amendment of these Articles or otherwise, (i) take any acts that will adversely affect the rights of the holders of the Series B Preferred Shares in a manner disproportionate to any adverse effect such acts would have on the rights of the holders of the other Preferred Shares, (ii) issue any additional Series B Preferred Shares, or (iii) incur any indebtedness or guarantees of indebtedness (except expenses that may be incurred during the ordinary course of business consistent with past practices), without the prior written consent of holders of at least a majority of the issued and outstanding Series B Preferred Shares, voting as a single class on an as-converted basis. For the avoidance of doubt, any act that authorizes, creates or issues any securities of any class or series, or other securities of whatever description (except any Series B Preferred Shares pursuant to (ii) above), in the Company shall not be deemed as an act that requires the prior written consent of holders of the Series B Preferred Shares.

19.12 Notwithstanding the provisions under Article 19.10 , so long as any Series C Preferred Shares remain issued and outstanding, the Company shall not, and each of the Preferred Shareholders (other than the holders of Series C Preferred Shares) and the Ordinary Shareholders shall procure the Company not to, either directly or indirectly or by amendment of these Articles or otherwise, (i) take any acts that will adversely affect the rights of the holders of the Series C Preferred Shares in a manner disproportionate to any adverse effect such acts would have on the rights of the holders of the other Preferred Shares, (ii) issue any additional Series C Preferred Shares, or (iii) incur any indebtedness or guarantees of indebtedness (except expenses that may be incurred during the ordinary course of business consistent with past practices), without the prior written consent of holders of at least a majority of the issued and outstanding Series C Preferred Shares, voting as a single class on an as-converted basis. For the avoidance of doubt, any act that authorizes, creates or issues any securities of any class or series, or other securities of whatever description (except any Series C Preferred Shares pursuant to (ii) above), in the Company shall not be deemed as an act that requires the prior written consent of holders of the Series C Preferred Shares.

19.13 Notwithstanding the provisions under Article 19.10 , so long as any Series D Preferred Shares remain issued and outstanding, the Company shall not, and each of the Preferred Shareholders (other than the holders of Series D Preferred Shares) and the Ordinary Shareholders shall procure the Company not to, either directly or indirectly or by amendment of these Articles or otherwise, (i) take any acts that will adversely affect the rights of the holders of the Series D Preferred Shares in a manner disproportionate to any adverse effect such acts would have on the rights of the holders of the other Preferred Shares, (ii) issue any additional Series D Preferred Shares, or (iii) incur any indebtedness or guarantees of indebtedness (except expenses that may be incurred during the ordinary course of business consistent with past practices), without the prior written consent of holders of at least a majority of the issued and outstanding Series D Preferred Shares, voting as a single class on an as-converted basis. For the avoidance of doubt, any act that authorizes, creates or issues any securities of any class or series, or other securities of whatever description (except any Series D Preferred Shares pursuant to (ii) above), in the Company shall not be deemed as an act that requires the prior written consent of holders of the Series D Preferred Shares.

19.14 Notwithstanding the provisions under Article 19.10 , so long as any Series E Preferred Shares remain issued and outstanding, the Company shall not, and each of the Preferred Shareholders (other than the holders of Series E Preferred Shares) and the Ordinary Shareholders shall procure the Company not to, either directly or indirectly or by amendment of these Articles or otherwise, (i) take any acts that will adversely affect the rights of the holders of the Series E Preferred Shares in a manner disproportionate to any adverse effect such acts would have on the rights of the holders of the other Preferred Shares, (ii) issue any additional Series E Preferred Shares, or (iii) incur any indebtedness or guarantees of indebtedness (except expenses that may be incurred during the ordinary course of business consistent with past practices), without the prior written consent of holders of at least a majority of the issued and outstanding Series E Preferred Shares, voting as a single class on an as-converted basis. For the avoidance of doubt, any act that authorizes, creates or issues any securities of any class or series, or other securities of whatever description (except any Series E Preferred Shares pursuant to (ii) above), in the Company shall not be deemed as an act that requires the prior written consent of holders of the Series E Preferred Shares.

20. Members’ Proxies

20.1 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. An instrument appointing a proxy may be in any usual or common form or such other form as the Directors may approve. The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll.

20.2 On a poll votes may be given either personally or by proxy. The instrument appointing a proxy shall be deposited at the Registered Office or at such other place appointed for the meeting before the time for holding the meeting at which the person named in such instrument proposes to vote.

21. Corporations Acting by Representatives at Meetings

Any corporation or other form of corporate legal entity which is a Member or a Director 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 Members or any class of Members of the Company or of the Board of Directors or of a Committee of Directors, and the person so authorised shall be entitled to exercise the same powers on behalf of such corporation which he represents as that corporation could exercise if it were an individual Member or Director of the Company.

22. Directors

22.1 The name of the first Director(s) shall either be determined in writing by a majority (or in the case of a sole subscriber that subscriber) of, or elected at a meeting of, the subscribers of the Memorandum of Association. The Company may by Ordinary Resolution appoint any person to be a Director.

22.2 Subject to the provisions of these Articles, a Director shall hold office until such time as he is removed from office by the Company by Ordinary Resolution.

22.3 Board Size . Each Shareholder shall vote at general meetings of the Company, or give written consents with respect to all its Shares to ensure that the size of the Board shall be set and remain at ten (10) Directors at all times.

22.4 Election of Directors . On all matters relating to the election of one or more Directors of the Company, each Shareholder shall vote at general meetings of the Company, or give written consents with respect to all their Shares to elect Directors to the Board in the following manner:

(a) one (1) Director shall be designated by Famous Voyage (the “ Series D Director ”) for so long as Famous Voyage (and their permitted transferees) holds at least 80% of the issued and outstanding Series D Preferred Shares purchased by Famous Voyage under the Series D Share Subscription Agreement I (or the Ordinary Shares issued upon conversion of such Series D Preferred Shares);

(b) one (1) Director shall be designated by the Series C Purchaser (the “ Series C Director ”) for so long as the Series C Purchaser (and its permitted transferees) holds at least 3.41% of the issued and outstanding Shares of the Company (calculated on a fully diluted and as-converted basis);

(c) one (1) Director shall be designated jointly by Jacky Holdco and Ivan Holdco (the “ Series A Director ” , together with the Series C Director and the Series D Director, the “ Investor Directors ” and each an “ Investor Director ”) for so long as Jacky Holdco and Ivan Holdco (and their permitted transferees) together hold at least 50% of the issued and outstanding Series A Preferred Shares purchased by Jacky Holdco and Ivan Holdco under the Series A Share Subscription Agreement (or the Ordinary Shares issued upon conversion of such Series A Preferred Shares);

(d) one (1) Director shall be designated by Novel Lead (the “ Novel Lead Director ”) for so long as Novel Lead (and its permitted transferees) holds at least 50% of the issued and outstanding Ordinary Shares purchased by Novel Lead under the subscription agreement dated as of August 25, 2014 by and between Novel Lead and the Company; and

(e) five (5) Directors shall be designated by the holders of a majority of the issued and outstanding Ordinary Shares.

22.5 Removal and Replacement of Directors .

(a) Each Shareholder shall have the absolute right to remove any Director designated by it at any time at its sole discretion, and each of the Shareholders shall vote its Shares at any general meeting of the Company or in any written consent of Shareholders so as to effectuate such right.

(b) If, as a result of death, resignation, removal or otherwise, there shall exist or occur any vacancy on the Board, the Shareholder entitled under Article 22.4 to nominate the Director whose death, resignation, removal or other departure resulted in such vacancy shall nominate another individual to serve in place of such Director and the Shareholders shall elect such individual to the Board as soon as practicable thereafter. If it is the Investor Director whose death, resignation, removal or other departure has resulted in the vacancy, neither the Shareholders nor the Board shall transact any business of the Company until the Shareholder entitled under Article 22.4 to nominate such Director has designated and the Shareholders have elected the replacement for such Director, unless the relevant Shareholder shall have failed to nominate a replacement Director within thirty (30) days after such death, resignation, removal or other departure.

22.6 The remuneration of the Directors shall from time to time be determined by the Company by Ordinary Resolution.

22.7 Directors are not required to hold any Shares in the Company.

22.8 Subject to the Shareholders Agreement, the Memorandum and other provisions in these Articles, the Directors shall have power at any time and from time to time to appoint any other person as a Director, either to fill a casual vacancy or as an additional Director.

23. Alternate Director

23.1 Any Director may in writing appoint another Director or another person to be his alternate to act in his place at any meeting of the Directors at which he is unable to be present and may at any time in writing to revoke the appointment of an alternate appointed by him. Every such alternate shall be entitled to be given notice of meetings of the Directors and to attend and vote thereat as a Director at any such meeting at which the person appointing him is not personally present and generally at such meeting to have and exercise all the powers, right, duties and authorises of the Director appointing him.

23.2 An alternate shall not be an officer of the Company and shall be deemed to be the agent of the Director appointing him. The remuneration of such alternate shall be payable out of the remuneration of the Director appointing him and the proportion thereof shall be agreed between them. If a Director shall die or cease to hold the office of Director, the appointment of his alternate shall thereupon cease and terminate.

23.3 Any Director may appoint another Director to be the proxy of that Director to attend and vote on his behalf, in accordance with instructions given by that Director, or in the absence of such instructions at the discretion of the proxy, at a meeting or meetings of the Directors which that Director is unable to attend personally. The instrument appointing the proxy shall be in writing under the hand of the appointing Director and shall be in any usual or common form or such other form as the Directors may approve, and must be lodged with the chairman of the meeting of the Directors at which such proxy is to be used, or first used, prior to the commencement of the meeting.

24. Officers

24.1 Subject to these Articles (including without limitation, Article 19.10), the Directors of the Company may, by resolution of Directors, appoint officers of the Company at such times as shall be considered necessary or expedient, and such officers may consist of a president, one or more vice presidents, a secretary, and a treasurer and/or such other officers as may from time to time be deemed desirable. The officers shall perform such duties as shall be prescribed at the time of their appointment subject to any modifications in such duties as may be prescribed by the Directors thereafter, but in the absence of any specific allocation of duties it shall be the responsibility of the president to manage the day to day affairs of the Company, the vice presidents to act in order of seniority in the absence of the president, but otherwise to perform such duties as may be delegated to them by the president, the secretary to maintain the registers, minute books and records (other than financial records) of the Company and to ensure compliance with all procedural requirements imposed on the Company by applicable law, and the treasurer to be responsible for the financial affairs of the Company.

24.2 Any person may hold more than one office and no officer need be a Director or Member of the Company. The officers shall remain in relevant office until removed from the said office by the Directors, whether or not a successor is appointed.

24.3 Any officer who is a body corporate may appoint any person its duly authorised representative for the purpose of representing it and of transacting any of the business of the officers.

25. Powers and Duties of Directors

25.1 Subject to other provisions of these Articles (including without limitation, Article 19.10), the business of the Company shall be managed by the Directors who may pay all expenses incurred preliminary to and in connection with the setup and registration of the Company, and may exercise all such powers of the Company necessary for managing and for directing and supervising, the business affairs of the Company as are not required by the Companies Law or by these Articles required to be exercised by the Members subject to any delegation of such powers as may be authorised by these Articles and permitted by the Companies Law and to such requirements as may be prescribed by resolution of the Members, but no requirement made by resolution of the Members shall prevail if it was inconsistent with these Articles nor shall such resolution invalidate any prior act of the Directors which would have been valid if such resolution had not been made.

25.2 Subject to other provisions of these Articles (including without limitation, Article 19.10), the Directors may from time to time and at any time by power of attorney or otherwise appoint any company, firm or person or body of persons, whether nominated directly or indirectly by the Directors, to be the attorney or attorneys of the Company for such purposes and with such powers, authorities and discretion (not exceeding those vested in or exercisable by the Directors under these Articles) and for such period and subject to such conditions as they may think fit, and any such powers of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorney as the Directors may think fit and may also authorise any such attorney to delegate all or any of the powers, authorities and discretions vested in him.

25.3 Subject to other provisions of these Articles (including without limitation, Articles 19.10 and 19.11), the Directors may exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking, property, assets (present and future) and uncalled capital or any part thereof, to issue debentures, debenture stock and other securities whenever money is borrowed or as security for any debt, liability or obligation of the Company or of any third party.

26. Committees of Directors

26.1 Subject to Article 26.3, the Directors may delegate any of their powers to committees consisting of such member or members of their body as they think fit; any committee so formed shall in the exercise of the powers so delegated conform to any regulations that may be imposed on it by the Directors.

26.2 Subject to Article 26.3, the Directors may establish any committees, local boards or agencies for managing any of the businesses and affairs of the Company, and may appoint any persons to be members of such committees, local boards, managers or agents for the Company and may fix their remuneration and may delegate to any committees, local board, manager or agent any of the powers, authorities and discretions vested in the Directors, with the power to sub-delegate, and may authorise the members of any committees, local boards or agencies, or any of them, to fill any vacancies therein and to act notwithstanding vacancies, and any such appointment and delegation may be made upon such terms and subject to such conditions as the Directors may think fit, and the Directors may remove any person so appointed and may annul or vary any such delegation, but no person dealing in good faith and without notice of any such annulment or variation shall be affected thereby.

26.3 The Board may establish such committees with such powers as may be permitted by applicable law and these Articles; provided, that any such committees shall be subject to the direction of and any policies adopted by the Board.

26.4 The Directors may appoint a chairman of its committees.

26.5 A committee appointed by the Directors may meet and adjourn as it thinks fit. Questions arising at any meeting shall be determined by a majority of votes of the committee members present and in any event the chairman shall not have a second or casting vote.

27. Disqualification of Directors

Subject to Articles 22.1, 22.2 and 22.5, the office of Director shall be automatically vacated, if the Director:

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

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

(d) is removed from office by Ordinary Resolution;

(e) is convicted of an arrestable offence; or

(f) dies.

28. Proceedings of Directors

28.1 The meetings of the Board and any committee thereof shall be held at such place or places as the Directors shall decide. Meetings of the Board shall take place at least once in every three months unless otherwise determined by the Board.

28.2 The Directors may elect the Chairman of the Board and determine the period for which he is to hold office. If no such Chairman is elected, or if at any meeting the Chairman is not present within fifteen minutes after the time appointed for holding the meeting, the Directors present may choose one of their number to be chairman for the meeting. If the Directors are unable to choose a chairman, for any reason, then the seniority Director present at the meeting shall preside as the chairman of the meeting.

28.3 A meeting of the Board may be called by any Director by giving notice in writing to the chairman of the meeting specifying the date, time and agenda for such meeting. The chairman shall, promptly following receipt of such notice, deliver a copy of such notice to each Director and each Shareholder, accompanied by a written agenda specifying the business of such meeting and copies of all documents and materials relevant for such meeting. Not less than fourteen (14) days prior written notice shall be given to all Directors; provided, that such notice period (a) shall not apply in the case of an adjourned meeting pursuant to Article 28.8 and (b) may be reduced with the unanimous written consent of the Directors. If no such chairman is elected or the chairman fails to deliver the notice within five (5) days, the Director calling for such meeting may summon the meeting in the manner described above.

28.4 The Directors may meet together (either within or without the Cayman Islands) for the dispatch of business, adjourn and otherwise regulate their meetings and proceedings as they think fit. At any Board meeting, each Director may exercise one vote. The adoption of any resolution of the Board shall require the affirmative vote of a majority of the Directors present at a duly convened meeting of the Board. Any Director may put forth a resolution for vote at a Board meeting. In any event the chairman of the meeting shall not have a second or casting vote.

28.5 If the Company shall have only one Director, the provisions hereinafter contained for meetings of the Directors shall not apply but such sole Director shall have full power to represent and act for the Company in all matters and in lieu of minutes of a meeting shall record written resolutions and sign as a resolution of the Directors. Such note or memorandum shall constitute sufficient evidence of such resolution for all purposes.

28.6 Directors may participate in Board meetings by telephone or video conferencing or any other means of contemporaneous communication; provided, that each Director taking part in the meeting is able to hear each other Director taking part and; provided, further, that each Director must acknowledge his or her presence for the purpose of the meeting and any Director not doing so shall not be entitled to speak or vote at the meeting. Such participation shall constitute presence for purposes of the quorum provisions of Article 28.7. A Director may not leave the meeting by disconnecting his or her telephone or other means of communication unless he or she has previously obtained the express consent of the chairman of the meeting and a Director shall conclusively be presumed to have been present and formed part of the quorum at all times during the meeting unless he or she has previously obtained the express consent of the chairman of the meeting to leave the meeting as aforesaid.

28.7 All meetings of the Board shall require a quorum of at least a majority of the Directors which shall include all the Investor Directors and the Novel Lead Director. A Director represented by proxy or by an alternate Director at any meeting shall be deemed to be present for the purposes of determining whether or not a quorum is present.

28.8 If a quorum is not present within sixty (60) minutes after the time appointed for the meeting, the meeting shall be adjourned to the same place and at the same day and time the following week (or if such day is not a Business Day, at the same time on the following Business Day), at which meeting the Directors present shall constitute a valid quorum whether or not any Investor Director and/or the Novel Lead Director is present; provided, that written notice of such adjourned meeting shall have been delivered to all Directors at least five (5) days prior to the date of such adjourned meeting.

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

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

28.11 The Directors shall cause to be entered and kept in books or files provided for the purpose minutes or memoranda of the following (where applicable):

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

(b) the names of the Directors, and any alternate Director who is not also a Director, present at each meeting of the Directors and of any committee of the Directors; and

(c) all resolutions and proceedings of all meetings of the Members, all meetings of the Directors and all meetings of committees and, where the Company has only one Member and/or one Director, all written resolutions of the decisions of the sole Member and/or the sole Director;

and any such minutes or memoranda of any meeting or decisions of the Directors, or any committee, or of the Company, if purporting to be signed by the chairman of such meeting, or by the chairman of the next succeeding meeting, shall be receivable as prima facie evidence or the matters stated therein.

28.12 Any action that may be taken by the Directors at a Board meeting may alternatively be taken by a written resolution signed by all of the Directors (which may be signed in counterparts). The expressions “written” and “signed” include writings or signatures transmitted by facsimile or electronic mail.

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

28.14 For so long as Series B Purchaser holds at least 50% of the Series B Preferred Shares purchased by Series B Purchaser under the Series B Share Subscription Agreement (or the Ordinary Shares issued upon conversion of such Series B Preferred Shares), Series B Purchaser may from time to time appoint and observer, and remove or replace such observer to the Board (the “ Series B Observer ”) on notice to the Company. For so long as SBI holds at least 50% of the Series E Preferred Shares purchased by SBI under the Series E Share Subscription Agreement (or the Ordinary Shares issued upon conversion of such Series E Preferred Shares), SBI may from time to time appoint an observer, and remove or replace such observer to the Board (the “ SBI Observer ”, together with the Series B Observer, the “ Observer ”, each an “ Observer ”) on notice to the Company. The Observer shall be entitled to (a) attend and speak at all meetings of the Board and any committees thereof in person or by teleconference and the board meetings of each Group Company from time to time, and (b) receive all information and documents delivered to the directors of the Company at the same time such information and documents are required to be delivered to the directors of the Company. The Observer shall not be entitled to vote at any such meeting, nor shall the Observer be regarded as an officer of any member of Group Companies. The rights conferred by this Article 28.14 shall be without prejudice to, and in addition to, any rights which any Shareholder has as a matter of law arising by virtue of its ownership of the Shares.

29. Dividends

29.1 Subject to any rights and restrictions for the time being attached to any class or classes of shares and these Articles (including without limitation, Article 19.10), the Directors may from time to time declare dividends (including interim dividends) and other distributions on shares of the Company in issue and authorise payment of the same out of the funds of the Company lawfully available therefor.

29.2 Subject to any rights and restrictions for the time being attached to any class or classes of shares and these Articles (including without limitation, Article 19.10), the Company may by Ordinary Resolution declare final dividends, but no dividend shall exceed the amount recommended by the Directors.

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

29.4 No dividend shall be paid otherwise than out of profits or, subject to the restrictions of the Companies Law, the share premium account.

29.5 Any dividend may be paid by cheque or warrant sent through the post directed to the registered address of the Member or person entitled thereto (or in case of joint holders, to the registered address of any one of such joint holders whose name stands first on the Register of Members of the Company in respect of the joint holding) or addressed to such person at such address as the 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, but in any event the Company shall not be liable or responsible for any cheque or warrant lost in transmission nor for any dividend, bonus, interest or other monies lost to the Member or person entitled thereto by the forged endorsement of any cheque or warrant. Any payment of the cheque or warrant by the Company’s banker on whom it is drawn shall be a good discharge to the Company.

29.6 The Directors when paying dividends to the Members in accordance with the foregoing provisions may make such payment either in cash or in specie.

29.7 Subject to the rights of persons, if any, entitled to shares with special rights as to dividend (including without limitation, Article 29.10), all dividends shall be declared and paid according to the amounts paid or credited as paid on the shares in respect whereof the dividend is paid, but no amount paid or credited as paid on a share in advance of calls shall be treated for the purposes of this Article as paid on the share; all dividends shall be apportioned and paid proportionately to the amounts paid or credited as paid on the shares during any portion or portions of the period in respect of which the dividend is paid but 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.

29.8 If several persons are registered as joint holders or any share, any of them may give effectual receipts for any dividend or other moneys payable on or in respect of the share.

29.9 No dividend shall bear interest against the Company.

29.10 Notwithstanding anything to the contrary, the Preferred Shares shall rank, as to dividends, pari passu with each other and with the Ordinary Shares and, if any dividends are declared, then such dividends shall be declared pro rata on the Ordinary Shares and Preferred Shares on an as-converted basis. No dividends or other distributions shall be declared, paid or distributed (whether in cash or otherwise) on any Ordinary Share unless and until a dividend in the like amount and kind has been declared on the Preferred Shares on an as-converted basis.

30. Accounts and Audit

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

30.2 The books of account shall be kept at the registered office of the Company, or at such other place or places as the Directors think fit, and shall always be open to the inspection of the Directors.

30.3 Each holder of the Preferred Shares shall have the right to reasonably inspect facilities, records and books of any Group Company at any time during regular working hours on reasonable prior notice to the Group Companies, and the right to discuss the business, operation and conditions of any Group Company with their respective directors, officers, employees, accounts, legal counsels and investment bankers (the “ Inspection Rights ”).

30.4 The Company will deliver to each holder of the Preferred Shares:

(a) audited annual consolidated financial statements of the Group Companies, within one hundred and twenty (120) days after the end of each fiscal year, as audited by an accounting firm approved by the Board;

(b) unaudited quarterly consolidated financial statements of the Group Companies, within forty-five (45) days of the end of each fiscal quarter;

(c) unaudited monthly consolidated management accounts of the Group Companies, within fifteen (15) days of the end of each month;

(d) an annual business and financial plan (including the Company’s net profit and provision for loss reserves) and annual consolidated budget of the Group Companies for the each fiscal year, no later than thirty (30) days before the beginning of such fiscal year;

(e) disclosure of periodic operating metrics of the Group Companies;

(f) any information delivered by the Group Companies to any of the Shareholders other than such holder of the Preferred Shares; and

(g) upon the written request by any holder of the Preferred Shares, such other information of the Group Companies as such holder of the Preferred Shares shall reasonably request (the above rights, collectively, the “ Information Rights ”).

All financial statements to be provided to the holders of the Preferred Shares pursuant to this Article 30.4, including not limitation, the income statement, balance sheet and cash flow statement, shall be prepared in accordance with US GAAP and shall consolidate the financial results of all of the Group Companies.

30.5 The Information Rights and Inspection Rights shall terminate upon consummation of a Qualified IPO.

31. Capitalisation of Profits

31.1 Subject to the Companies Law, the Directors may, with the authority of an Ordinary Resolution, resolve that it is desirable to capitalise any part of the amount for the time being standing to the credit of any of the Company’s reserve accounts (including a share premium account and capital redemption reserve), or to the credit of the profit and loss account or otherwise available for distribution, and accordingly that such sum be set free for distribution, amongst the Members who would have been entitled thereto if distributed by way of dividend and in the same proportion, on condition that the same be not paid in cash but be applied either in or towards paying up any amounts (if any) for the time being unpaid on any shares held by such Members respectively, or paying up in full unissued shares or debentures of the Company to be allotted and distributed credited as fully paid up to and amongst such Members in the proportion aforesaid or partly in the one way and partly in the other. Provided that a share premium account and a capital redemption reserve fund may, for the purposes of this Article, only be applied in the paying up of unissued shares to be allotted to Members of the Company as fully paid bonus shares.

31.2 Whenever such a resolution as aforesaid shall have been passed the Directors shall make all appropriations and applications of the undivided profits resolved to be capitalised thereby, and all allotments and issues of fully paid shares or debentures, if any and generally shall do all acts and things required to give effect thereto, with full power to the Directors to make such provision by the issue of fractional certificates by payment in cash or otherwise as they think fit for the case of shares or debentures becoming distributable in fractions, and also to authorise any person to enter on behalf of all the Members entitled thereto into an agreement with the Company providing for the allotment to them respectively, credited as fully paid up, of any further shares or debentures to which they may be entitled upon such capitalisation, or as the case may require, for the payment up by the Company on their behalf, by the application thereto of their respective proportions of the profits resolved to be capitalised, of the amounts or any part of the amounts remaining unpaid on their existing shares, and any agreement made under such authority shall be effective and binding on all such Members.

32. Share Premium Account

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

32.2 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 Board of Directors such sum may be paid out of the profits of the Company or, if permitted by the Companies Law, out of capital.

33. Indemnity

Subject to the provisions of the Companies Law and in the absence of fraud or wilful default, the Company may indemnify against all expenses, including legal fees, and against all judgments, fines and amounts paid in settlement and reasonably incurred in connection with legal, administrative or investigative proceedings any person who:

(a) is or was a party or is threatened to be made a party to any threatened, pending or completed proceedings, whether civil, criminal, administrative or investigative, by reason of the fact that the person is or was a Director, managing director, agent, auditor, secretary and other officer for the time being of the Company; or

(b) is or was, at the request of the Company, serving as a Director, managing director, agent, auditor, secretary and other officer for the time being of, or in any other capacity is or was acting for, another company or a partnership, joint venture, trust or other enterprise.

34. Notices

34.1 Notice shall be in writing and may be given by the Company or by the person entitled to give notice to any Member either personally by electronic mail, by facsimile or by sending it through the post in a prepaid letter or via a recognised courier service, fees prepaid, addressed to the Member at his address as appearing in the Register of Members. Notices posted to addresses outside the Cayman Islands shall be forwarded by prepaid airmail. A notice may be given by the Company to the joint holders of a share by giving the notice to the joint holder first named in the Register of Members in respect of the share.

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

34.3 Any notice, if served by (a) post, shall be deemed to have been served 5 days after the time when the letter containing the same is posted and if served by courier, shall be deemed to have been served 5 days after the time when the letter containing the same is delivered to the courier or, (b) facsimile, shall be deemed to have been served upon confirmation of receipt or (c) electronic mail, shall be deemed to have been served upon confirmation of receipt, or (d) recognised delivery service, shall be deemed to have been served 48 hours after the time when the letter containing the same is delivered to the courier service provider.

34.4 A notice may be given by the Company to the persons entitled to a share in consequence of the death, bankruptcy or insolvency of a Member by sending it through the post in a prepaid letter, by airmail if appropriate addressed to them by name or by the title of representatives of the deceased or assignee or trustee of the bankrupt or insolvent or by a like description at the address, if any, supplied for the purpose by the persons claiming to be so entitled, or, until such an address has been so supplied, by giving the notice in any manner in which the same might have been given if the death, bankruptcy or insolvency had not occurred.

34.5 Notice of every general meeting shall be given in the manner hereinbefore authorised to:

(a) all Members who have a right to receive notice and who have supplied the Company with an address for the giving of notices to them and in case of joint holder, the notice shall be sufficient if given to the first named joint holder in the Register of Members; and

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

No other person shall be entitled to receive notice of general meetings.

35. Seal

35.1 The Directors shall provide for the safe custody of the Seal of the Company. The Seal when affixed to any instrument shall be witnessed by a Director or the secretary or officer of the Company or any other person so authorised from time to time by the Directors or of a committee of the Directors authorised by the Directors on that behalf. The Directors may provide for a facsimile of the Seal and approve the signature of any Director or authorised person which may be reproduced by printing or other means on any instrument and it shall have the same force and validity as if the Seal has been affixed to such instrument and the same had been signed as hereinbefore described.

35.2 Notwithstanding the foregoing, a director or officer, representative or attorney of the Company shall have the authority to affix the Seal, or a duplicate of the Seal, over his signature alone an any instrument or document required to be authenticated by him under Seal or to be filed with the Registrar of Companies in the Cayman Islands or elsewhere wheresoever.

36. Winding Up

36.1 Subject to Article 36.3, if the Company shall be wound up the liquidator may, with the sanction of an Ordinary Resolution of the Company and any other sanction required by the Companies Law, divide amongst the Members in specie or cash the whole or any part of the assets of the Company whether they shall consist of property of the same kind or not and may, for such purpose set such value as he deems fair upon any property to be divided as aforesaid and may determine how such division shall be carried out as between the Members or different classes of Members. The liquidator may, with the like sanction, vest the whole or any part of such assets in trustees upon such trusts for the benefit of the contributors as the liquidator shall think fit, but so that no Member shall be compelled to accept any shares or other securities whereon there is any liability.

36.2 Subject to Article 36.3, if the Company shall be wound up, and the assets available for distribution among the Members as such shall be insufficient to repay the whole of the paid-up capital, such assets shall be distributed so that, as nearly as may be, the losses shall be borne by the Members in proportion to the capital paid-up, or which ought to have been paid-up, at the commencement of the winding up on the shares held by them respectively. If on a winding up the assets available for distribution among the Members shall be more than sufficient to repay the whole of the capital paid-up at the commencement of the winding up, the excess shall be distributed among the Members in proportion to the capital paid up at the commencement of the winding up on the shares held by them respectively.

36.3 If a Liquidation Event occurs, distributions to the Members of the Company shall be made in the following manner:

(a) Prior and in preference to any distribution of any assets or surplus funds of the Company to the holders of the Ordinary Shares, the Series A Preferred Shares, the Series B Preferred Shares and the Series C Preferred Shares of the Company, (i) each holder of the Series E Preferred Shares shall be entitled to receive out of the assets of the Company available for distribution to its Members an amount (the “ Series E Preference Amount ”) equal to 115% of the applicable Series E Issue Price (as said price may be adjusted for consolidations, subdivisions or the like or pursuant to Section 3.4 of the Series E Share Subscription Agreement) for each Series E Preferred Share, plus all declared but unpaid dividends and distributions on such Series E Preferred Share, and (ii) each holder of the Series D Preferred Shares shall be entitled to receive out of the assets of the Company available for distribution to its Members an amount (the “ Series D Preference Amount ”) equal to 115% of the Series D Issue Price (as said price may be adjusted for consolidations, subdivisions or the like or pursuant to Section 3.4 of each of the Series D Share Subscription Agreements) for each Series D Preferred Share, plus all declared but unpaid dividends and distributions on such Series D Preferred Share. If the assets and surplus funds distributable are insufficient to permit the payment for the full Series E Preference Amount and Series D Preference Amount, then the entire assets and surplus funds of the Company available for distribution to such holders shall be distributed ratably among the holders of Series E Preferred Shares and Series D Preferred Shares in proportion to the number of Series E Preferred Shares and/or Series D Preferred Shares owned by each such holder.

(b) After the payment of the Series E Preferred Amount and the Series D Preferred Amount have been made pursuant to Article 36.3(a), and prior and in preference to any distribution of any assets or surplus funds of the Company to the holders of the Ordinary Shares, Series A Preferred Shares and Series B Preferred Shares of the Company (other than Series E Preferred Shares and Series D Preferred Shares pursuant to Article 36.3(a)), each holder of the Series C Preferred Shares shall be entitled to receive out of the assets of the Company available for distribution to its Members an amount (the “ Series C Preference Amount ”) equal to 115% of the Series C Issue Price (as said price may be adjusted for consolidations, subdivisions or the like or pursuant to Section 3.4 of the Series C Share Subscription Agreement) for each Series C Preferred Share, plus all declared but unpaid dividends and distributions on such Series C Preferred Share. If the assets and surplus funds distributable are insufficient to permit the payment for the full Series C Preference Amount, then the entire assets and surplus funds of the Company available for distribution to such holders shall be distributed ratably among the holders of Series C Preferred Shares in proportion to the number of Series C Preferred Shares owned by each such holder.

(c) After the payment of the Series E Preferred Amount, the Series D Preferred Amount and the Series C Preferred Amount have been made pursuant to Articles 36.3(a) and 36.3(b), each holder of the Series B Preferred Shares shall be entitled to receive out of the remaining assets of the Company available for distribution to its Members, prior and in preference to any distribution of any assets or surplus funds of the Company to the holders of the Ordinary Shares and Series A Preferred Shares of the Company (other than Series E Preferred Shares, Series D Preferred Shares and Series C Preferred Shares pursuant to Articles 36.3(a) and 36.3(b)), an amount (the “ Series B Preference Amount ”) equal to 115% of the Series B Conversion Price (as said price may be adjusted pursuant to Article 15 or Section 3.4 of the Series B Share Subscription Agreement) for each Series B Preferred Share, plus all declared but unpaid dividends and distributions on such Series B Preferred Share. If the assets and surplus funds distributable are insufficient to permit the payment for the full Series B Preference Amount, then the entire assets and surplus funds of the Company available for distribution to such holders shall be distributed ratably among the holders of Series B Preferred Shares in proportion to the number of Series B Preferred Shares owned by each such holder.

(d) After the payment of the Series E Preferred Amount, the Series D Preferred Amount, the Series C Preferred Amount and the Series B Preferred Amount have been made pursuant to Articles 36.3(a), 36.3(b) and 36.3(c), each holder of the Series A Preferred Shares shall be entitled to receive out of the remaining assets of the Company available for distribution to its Members, prior and in preference to any distribution of any assets or surplus funds of the Company to the holders of the Ordinary Shares and any other class of shares of the Company (other than Series E Preferred Shares, Series D Preferred Shares, Series C Preferred Shares and Series B Preferred Shares pursuant to Articles 36.3(a), 36.3(b) and 36.3(c)), an amount (the “ Series A Preference Amount ”) equal to the higher of (i) 130% of the Series A Issue Price (as said price may be adjusted for consolidations, subdivisions or the like) for each Series A Preferred Share, plus all declared but unpaid dividends and distributions on such Series A Preferred Share, or (ii) an amount such holder of Series A Preferred Share is entitled to assuming pro rata distribution of the assets and surplus funds distributable (after payment of the Series E Preferred Amount and the Series D Preferred Amount pursuant to Article 36.3(a), the Series C Preferred Amount pursuant to Article 36.3(b), and the Series B Preferred Amount pursuant to Article 36.3(c)) among all the holders of the Preferred Shares (on an as if converted basis) and all the holders of the Ordinary Shares (for the avoidance of doubt, excluding Ordinary Shares issuable upon conversion of the Preferred Shares). If the assets and surplus funds distributable are insufficient to permit the payment for the full Series A Preference Amount, then the entire assets and surplus funds of the Company available for distribution to such holders shall be distributed ratably among the holders of Series A Preferred Shares in proportion to the number of Series A Preferred Shares owned by each such holder.

(e) After the payment of the Series E Preferred Amount, the Series D Preferred Amount, the Series C Preferred Amount, the Series B Preferred Amount and Series A Preferred Amount have been made pursuant to Articles 36.3(a), 36.3(b), 36.3(c) and 36.3(d), the remaining assets and funds of the Company available for distribution to Members shall be distributed pro rata among all the holders of the Ordinary Shares (on an as-converted basis but excluding the Ordinary Shares issuable upon conversion of the Series A Preferred Shares).

(f) For purposes of this Article, the holders of at least two-thirds (2/3) of the Preferred Shares may waive the treatment of a transaction as a Liquidation Event.

(g) The amount deemed paid or distributed to the Shareholders of the Company upon any such Liquidation Event shall be the cash or the value of the property, rights or securities paid or distributed to such holders by the Company or the acquiring Person. If the amount deemed paid or distributed under this Article 36.3 is made in property other than in cash, the value of such distribution shall be the fair market value of such property, determined in good faith by the Board. Any securities not subjected to investment letter or similar restrictions on free marketability shall be valued as follows:

(i) If traded on a securities exchange, the value shall be deemed to be the average of the security’s closing prices on such exchange over the thirty (30) day period ending one (1) day prior to the distribution;

(ii) If traded over-the-counter, the value shall be deemed to be the average of the closing bid prices over the thirty (30) day period ending three (3) days prior to the distribution; and

(iii) If there is no active public market, the value shall be the fair market value thereof as determined in good faith by the Board (including the Investor Directors).

The method of valuation of securities subject to investment letter or other restrictions on free marketability shall be adjusted to make an appropriate discount from the market value determined as above in clauses (i), (ii) or (iii) to reflect the fair market value thereof as determined in good faith by the Board, or by a liquidator if one is appointed.

The holders of more than fifty percent (50%) of the then issued and outstanding Series A Preferred Shares, holders of more than fifty percent (50%) of the then issued and outstanding Series B Preferred Shares, holders of more than fifty percent (50%) of the then issued and outstanding Series C Preferred Shares, holders of more than fifty percent (50%) of the then issued and outstanding Series D Preferred Shares and holders of more than fifty percent (50%) of the then issued and outstanding Series E Preferred Shares shall have the right to challenge any determination by the Board of fair market value pursuant to this Article 36.3(g), in which case the determination of fair market value shall be made by an independent appraiser selected jointly by the Board and the challenging parties, the cost of such appraisal to be borne equally by the Company and the challenging parties.

37. Amendment of Memorandum and Articles of Association

Subject to Article 19.11, the Company may alter or modify the provisions contained in these Memorandum and Articles of Association as originally drafted or as amended from time to time by a Special Resolution and subject to the Companies Law and the rights attaching to the various classes of shares (including without limitation, Article 19.10).

38. Registration By Way of Continuation

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

39. Mergers and Consolidations

The Company shall have the power to merge or consolidate with one or more other constituent companies (as defined in the Companies Law) upon such terms as the Directors may determine and (to the extent required by the Statute) with the approval of a Special Resolution.

Schedule A

40. RIGHT OF PARTICIPATION

40.1 General . Each Preferred Shareholder (each a “ Participation Rights Holder ”) shall have the right of first refusal to participate in the subscription of any New Securities that the Company may from time to time issue after the execution date of the Shareholders Agreement (the “ Right of Participation ”) in accordance with this Section 40 .

40.2 Procedures .

(a) First Participation Notice . In the event that the Company proposes to undertake an issuance of New Securities (in a single transaction or a series of related transactions), it shall give to each Participation Rights Holder written notice of its intention to issue New Securities (the “ First Participation Notice ”), describing the amount and type of New Securities, the price and the general terms upon which the Company proposes to issue such New Securities. Each Participation Rights Holder shall have ten (10) Business Days from the date of receipt of any such First Participation Notice to agree in writing to purchase such Participation Rights Holder’s pro rata share of such New Securities for the price and upon the terms and conditions specified in the First Participation Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not exceeding such Participation Rights Holder’s pro rata share). If any Participation Rights Holder fails to so agree in writing within such ten (10) Business Day period, then such Participation Rights Holder shall be deemed to have forfeited the right hereunder to purchase that part of its pro rata share of such New Securities that it did not agree to purchase. For purposes of this Section 40 , “ pro rata share ” of a Participation Rights Holder for purposes of the Right of Participation is the ratio of (a) the number of Ordinary Shares (calculated on a fully-diluted and as-converted basis) held by such Participation Rights Holder, to (b) the total number of Ordinary Shares (calculated on a fully-diluted and as-converted basis) held by all Participation Rights Holders immediately prior to the issuance of New Securities giving rise to the Right of Participation.

(b) Second Participation Notice; Oversubscription . If any Participation Rights Holder fails or declines to exercise its Right of Participation in accordance with subsection (a) above, the Company shall promptly give notice (the “ Second Participation Notice ”) to other Participation Rights Holders who fully exercised their Right of Participation (the “ Right Participants ”) in accordance with subsection (a) above. Each Right Participant shall have five (5) Business Days from the date of the Second Participation Notice (the “ Second Participation Period ”) to notify the Company of its desire to purchase more than its pro rata share of the New Securities, stating the number of the additional New Securities it proposes to buy (the “ Additional Number ”). Such notice may be made by telephone if confirmed in writing within two (2) Business Days. If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each oversubscribing Right Participant will be cut back by the Company with respect to its oversubscription to that number of remaining New Securities equal to the lesser of (x) the Additional Number and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of Ordinary Shares (calculated on a fully-diluted and as-converted basis) held by such oversubscribing Right Participant and the denominator of which is the total number of Ordinary Shares (calculated on a fully-diluted and as-converted basis) held by all the oversubscribing Right Participants. Each Right Participant shall be obligated to buy such number of New Securities as determined by the Company pursuant to this Section 40.2 and the Company shall so notify the Right Participants within fifteen (15) Business Days following the date of the Second Participation Notice.

(c) Failure to Exercise . Upon the expiration of the Second Participation Period and to the extent that not all New Securities have been subscribed for by the Participation Rights Holders, or in the event no Participation Rights Holder exercises the Right of Participation within ten (10) Business Days following the issuance of the First Participation Notice, the Company shall have one hundred and twenty (120) days thereafter to sell the New Securities described in the First Participation Notice (the portion to which the Right of Participation hereunder were not exercised) at the same or higher price and upon non-price terms not materially more favorable to the purchasers thereof than specified in the First Participation Notice. In the event that the Company has not issued and sold such New Securities within such one hundred and twenty (120) day period, then the Company shall not thereafter issue or sell any New Securities without again first offering such New Securities to the Participation Rights Holders pursuant to this Section40 .

40.3 Termination . The Right of Participation shall terminate upon the closing of a Qualified IPO.

41. TRANSFER RESTRICTIONS

41.1 Consent Required for Transfers . None of the holders of Ordinary Shares (other than Ordinary Shares issued or issuable upon conversion of the Preferred Shares) may, directly or indirectly, transfer, sell or pledge or otherwise dispose of or permit the transfer, sale, pledge, or other disposition of (each such disposition, a “ Transfer ”), any Equity Securities of the Company to one or more third parties prior to the closing of a Qualified IPO without the prior written consent of holders of at least two-thirds (2/3) of the outstanding Series A Preferred Shares. For the avoidance of doubt, “ third parties ” for purposes of this Section 40 does not include the other Shareholders.

41.2 Sale of Equity Securities; Notice of Sale . Subject to other provisions under this Section 41 (including Section 41.1 ), if any holder of Ordinary Shares (other than Ordinary Shares issued or issuable upon conversion of the Preferred Shares) proposes to Transfer any Equity Securities of the Company to one or more third parties, then such holder (the “ Selling Shareholder ”) shall promptly give written notice (the “ Transfer Notice ”) to each Preferred Shareholder and the Company prior to such Transfer. The Transfer Notice shall describe in reasonable detail the proposed Transfer including (i) the number of Equity Securities to be Transferred (the “ Offered Shares ”), (ii) the nature of such Transfer, (iii) the consideration to be paid, and (iv) the identity of the prospective transferee(s). The Transfer Notice shall certify that such Selling Shareholder has received a firm offer from the prospective transferee(s) and in good faith believes a binding agreement for the Transfer is obtainable on the terms set forth in the Transfer Notice. The Transfer Notice shall also include a copy of any written proposal, term sheet or letter of intent or other agreement relating to the proposed Transfer.

41.3 Right of First Refusal and Right of Co-Sale .

(a) Company’s Option to Purchase .

(i) The Company shall have the right, upon notice to the Selling Shareholder at any time within ten (10) Business Days after receipt of the Transfer Notice (the “ Company Purchase Right Period ”), to purchase all or any portion of the Offered Shares upon the same terms and conditions as set forth in the Transfer Notice (“ Company Right of First Refusal ”), and the Selling Shareholder shall, upon receipt of the notice of purchase from the Company, sell the Offered Shares to the Company pursuant to such terms. If the Company gives the Selling Shareholder notice that it desires to purchase such Offered Shares, then payment for the Offered Shares shall be by check or wire transfer, against delivery of the Offered Shares to be purchased, at a place agreed upon between the Company and the Selling Shareholder and at the time of the scheduled closing therefor, which shall be no later than thirty (30) Business Days after the Selling Shareholder’s receipt of the Company’s notice of purchase. Upon completion of the Transfer of the Offered Shares to the Company pursuant to this Section 41.3(a)(i) , the Company shall procure that the Offered Shares are forthwith cancelled.

(ii) If the Company has declined to purchase or failed to exercise its Company Right of First Refusal with respect to any portion of the Offered Shares in connection with a Transfer pursuant to the subsection (i) above, the Selling Shareholder shall, within five (5) Business Days after the expiration of the Company Purchase Right Period, deliver to each Preferred Shareholder a notice (the “ Secondary Transfer Notice ”) which shall include all of the information and certifications required in a Transfer Notice and shall in addition identify the Offered Shares with respect to which the Company has declined to purchase or failed to exercise its Company Right of First Refusal (the “ Remaining Shares ”).

(b) Preferred Shareholders’ Option to Purchase .

(i) Each Preferred Shareholder who notifies such Selling Shareholder in writing within ten (10) Business Days (the “ Purchase Period ”) after receipt of the Secondary Transfer Notice (each such Preferred Shareholder, a “ Purchasing Holder ”) shall have the right, exercisable upon such written notice to the Selling Shareholder (the “ Purchase and Co-Sale Notice ”), to purchase up to its pro rata share of the Remaining Shares plus up to its pro rata share of any remaining Offered Shares not purchased by the Company and any other Preferred Shareholder (the “ Additional Remaining Shares ”) on the same terms and conditions as set forth in the Transfer Notice. For avoidance of doubt, any Preferred Shareholder who fails to so notify within ten (10) Business Days after receipt of the Secondary Transfer Notice should be deemed to have forfeited the right hereunder to purchase any Offered Shares. The Purchase and Co-Sale Notice shall state (A) whether the Preferred Shareholder desires to purchase up to its pro rata share of the Remaining Shares, (B) whether the Preferred Shareholder desires to purchase the maximum amount of its pro rata share of the Additional Remaining Shares, and (C) whether the Preferred Shareholder elects not to purchase any of the Offered Shares but wishes to sell a portion of the securities held by such Preferred Shareholder pursuant to Section 41.3(c) hereof and the number of Equity Securities to be sold (subject to Section 41.3(c)(ii) hereof). A Preferred Shareholder has the option either to purchase or to sell under this Section 41 and such right shall not be construed as an option to both purchase and sell with respect to the same Transfer.

(ii) Each Purchasing Holder who sets forth in the Purchase and Co- Sale Notice a desire to purchase the maximum amount of Remaining Shares available shall be entitled to purchase its pro rata share of the Additional Remaining Shares.

(iii) For purposes of this Section 41.3(b) , each Preferred Shareholder’s pro rata share shall be equal to a fraction, the numerator of which is the number of Ordinary Shares held by such Preferred Shareholder (on an as-converted basis) and the denominator of which is the total number of Ordinary Shares held by all Preferred Shareholders (on an as-converted basis) calculated immediately prior to the time of the purchase hereunder from the Selling Shareholder, provided , however , that with respect to the Additional Remaining Shares, the denominator shall be total number of Ordinary Shares held by all Purchasing Holders that are purchasing the Additional Remaining Shares (on an as-converted basis).

(iv) In the event the consideration for the Offered Shares specified in a Second Transfer Notice is payable in property other than cash and the Selling Shareholder and the Preferred Shareholders who wish to purchase the Offered Shares under Section 41.3(b) hereof (acting together), cannot agree on the cash value of such property within ten (10) days after the receipt of the Second Transfer Notice, the value of such property shall be determined by an appraiser of recognized standing selected jointly by the Selling Shareholder and such Preferred Shareholders (acting together). If they cannot agree on an appraiser within twenty (20) days after receipt of the Second Transfer Notice by such Preferred Shareholders, within a further five-day period, the Selling Shareholder and such Preferred Shareholders (acting together), shall each select an appraiser of recognized standing and the two appraisers shall designate a third appraiser of recognized standing to determine the value of such property. The value of such property shall be determined by the appraiser selected pursuant to this Section 41.3(b)(iv) within one (1) month from its appointment, and such determination shall be final and binding on the Selling Shareholder and such Preferred Shareholders. The cost of such appraisal shall be shared equally by the Selling Shareholder, on the one hand, and such Preferred Shareholder, on the other hand (each Preferred Shareholder shall pay its pro rata portion of such costs based on the number of Offered Shares acquired by each such Preferred Shareholder). If the Purchase Period has expired but still no determination of the value of the consideration for the Offered Shares offered by the Selling Shareholder, then such Purchase Period shall be extended to the fifth (5 th ) Business Day after such valuation shall have been determined to be final and binding pursuant to this Section 41.3(b)(iv) .

(i) Following the expiration of the Purchase Period, each Preferred Shareholder who previously notified the Selling Shareholder in the Purchase and Co-Sale Notice of such Preferred Shareholder’s desire to sell a portion of its shares with the Selling Shareholder (such Preferred Shareholder, a “ Co-Sale Participant ”) shall have the right to participate in the sale of any Offered Shares that were not purchased by the Company and the Preferred Shareholders pursuant to Sections 41.3(a) and (b) hereof (the “ Residual Shares ”), on the same terms and conditions as specified in the Transfer Notice. To the extent one or more Preferred Shareholders exercise such right of co-sale in accordance with the terms and conditions set forth below, the number of Offered Shares that the Selling Shareholder may sell in the Transfer shall be correspondingly reduced. For avoidance of doubt, the total number of Offered Shares should remain the same as which is specified in the Transfer Notice even if any Co-Sale Participant elects to exercise its right hereunder to participate in the sale of any Offered Shares.

(ii) Each Co-Sale Participant may sell all or any part of that number of Residual Shares equal to the product obtained by multiplying (A) the Residual Shares, by (B) a fraction, the numerator of which shall be the number of Ordinary Shares owned by such Co-Sale Participant (on an as-converted basis) and the denominator of which shall be the total number of Ordinary Shares held by all Co-Sale Participants and the Selling Shareholder (on an as-converted basis), calculated immediately prior to the time of the Transfer.

(d) Transferred Shares . Each Co-Sale Participant shall effect its participation in the sale by promptly delivering to the Selling Shareholder for transfer to the prospective purchaser an instrument of transfer and one or more certificates, in both cases representing:

(i) the series and number of securities of the Company which such Co-Sale Participant elects to sell;

(ii) a number of Preferred Shares which are at such time convertible into the number of Ordinary Shares which such Co-Sale Participant elects to sell; provided , however , that if the prospective purchaser objects to the delivery of Preferred Shares in lieu of Ordinary Shares, such Co-Sale Participant shall first convert such Preferred Shares into Ordinary Shares and deliver Ordinary Shares as provided in this Section 41.3(d) and the Company shall make any such conversion concurrent with the actual transfer of such shares to the purchaser and contingent upon such Transfer; or

(iii) a combination of the above.

(e) Payment . The instrument of transfer and share certificate(s) that the Co-Sale Participant delivers to such Selling Shareholder pursuant to Section 41.3(d) hereof shall be transferred to the prospective purchaser in consummation of the sale of the Residual Shares pursuant to the terms and conditions specified in the Transfer Notice, and such Selling Shareholder shall concurrently therewith remit to such Co-Sale Participant that portion of the sale proceeds to which such Co-Sale Participant is entitled by reason of its participation in such sale. To the extent that any prospective purchaser or purchasers prohibit(s) such assignment or otherwise refuse(s) to purchase shares or other securities from a Co-Sale Participant exercising its rights of co-sale hereunder, such Selling Shareholder shall not sell to such prospective purchaser or purchasers any Equity Securities unless and until, simultaneously with such sale, such Selling Shareholder shall purchase such shares or other securities from such Co-Sale Participant for the same consideration and on the same terms and conditions as the proposed Transfer described in the Transfer Notice. The Company shall, upon surrendering of the instrument of transfer and share certificate(s) for the Preferred Shares or Ordinary Shares being transferred as provided above, make proper entries in the register of members of the Company and cancel the surrendered certificates and issue any new certificates in the name of the prospective purchaser or the Selling Shareholder, as the case may be, as necessary to consummate the transactions in connection with the exercise by the Co-Sale Participants of their co-sale rights under this Section 41.3 .

41.4 Non-Exercise of Rights . To the extent that the Company and the Preferred Shareholder have not exercised their rights to purchase all of a Selling Shareholder’s Offered Shares, such Selling Shareholder together with any Co-Sale Participant shall have a period of sixty (60) days from the expiration of such rights in which to sell any remaining Offered Shares, upon terms and conditions (including the purchase price) no more favorable to the purchaser than those specified in the Transfer Notice, to the third party transferee(s) identified in the Transfer Notice. The third-party transferee(s) shall, as a condition to the effectiveness of Transfer of the Residual Shares, furnish the Company and the Preferred Shareholders with a joinder agreement in the form attached to the Shareholders Agreement as Exhibit A . In the event a Selling Shareholder does not consummate the sale or disposition of the Residual Shares within the sixty-day period from the expiration of these rights, the Preferred Shareholders’ rights under this Section 41 shall continue to be applicable to any subsequent disposition of the Equity Securities by such Selling Shareholder. Furthermore, the exercise or non-exercise by the Preferred Shareholders to purchase Offered Shares from such Selling Shareholder shall not adversely affect the Preferred Shareholders’ rights to make subsequent purchases from any Selling Shareholder of the Equity Securities to be transferred. Any proposed Transfer on terms and conditions different from those described in the Transfer Notice, as well as any subsequent proposed Transfer of any of the Selling Shareholders’ shares shall again be subject to the right of the Preferred Shareholders under this Section 41 and shall require compliance by the relevant Selling Shareholder with the procedures described in this Section 41 .

41.5 Exempt Transfers . Notwithstanding anything to the contrary contained herein, the right of first refusal of the Company, and the right of first refusal and co-sale rights of the Preferred Shareholders shall not apply to (a) any Transfer or Transfers made pursuant to Section 42 below, (b) any sale or Transfer of Ordinary Shares to the Company pursuant to a repurchase right in the event of a termination of employment or consulting relationship or pursuant to the terms of the ESOP; (c) any Transfer of Equity Securities by a holder of Ordinary Shares to his spouse, children or parents (the “ Shareholder Family ”), trustee of any trust in which the sole beneficiaries are members of the Shareholder Family, or an entity one hundred percent (100%) owned by members of the Shareholder Family; and (d) any Transfer of Equity Securities by a Preferred Shareholder (including any Ordinary Shares issued or issuable upon conversion of the Preferred Shares); provided however , each transferee shall execute a joinder agreement in the form attached to the Shareholders Agreement as Exhibit A and deliver a copy to the Company prior to or concurrently with such Transfer.

41.6 No Circumvention . Any attempt by a Shareholder to Transfer any Equity Securities in violation of this Section 41 shall be void and the Company shall not effect such a Transfer nor will it treat any alleged transferee as the holder of such Equity Securities.

41.7 Legend .

(a) Each certificate representing the Ordinary Shares shall be endorsed with the following legend:

THE SALE, PLEDGE, HYPOTHECATION OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN A SHAREHOLDERS AGREEMENT, A COPY OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY.”

(b) The Company may instruct its transfer agent to impose transfer restrictions on the shares represented by certificates bearing the legend referred to in Section 41.7(a) above to enforce this Section 41 . The legend shall be removed upon termination of the provisions of this Section 41 .

41.8 Term . The provisions under this Section 41 shall terminate upon the closing of a Qualified IPO.

42. DRAG ALONG .

42.1 Drag-Along Rights .

(a) If the holders of a majority of the Preferred Shares exercise their redemption right set forth in Article 8.4 and the Redemption Closing does not occur within six (6) months from the date that the Company receives the redemption request due to no fault on the part of such holders exercising their redemption right, then such holders of a majority of the Preferred Shares (the “ Drag-Along Shareholders ”) shall have the right to effect a Trade Sale at a purchase price per Ordinary Share (on an as-converted basis) of no less than one hundred and twenty percent (120%) of the then effective Series D Conversion Price ( a “ Drag-Along Sale ”) pursuant to the terms of this Section 42 .

(b) The Drag-Along Shareholders may, by requesting so in the Drag-Along Notice (as defined below), request the other Shareholders (the “ Dragged Shareholders ”) to, and the Dragged Shareholders, upon receiving the Drag-Along Notice, shall (i) vote, or give their written consent with respect to, all the Equity Securities held by them in favor of such proposed Drag-Along Sale and in opposition of any proposal that could reasonably be expected to delay or impair the consummation of any such proposed Drag-Along Sale; (ii) transfer all of their Equity Securities to such purchaser as required in the Drag-Along Notice; (iii) refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to or in connection with such proposed Drag-Along Sale; (iv) take all actions reasonably necessary to consummate the proposed Drag-Along Sale, including amending the then existing memorandum and articles of association of the Company, and (v) pay their respective pro rata share of expenses incurred in connection with the Drag-Alone Sale; provided that the terms and conditions of the Drag-Along Sale with respect to the Dragged Shareholders shall be the same as those with respect to the Drag-Along Shareholders, including percentage of equity to be included in the Drag-Along Sale, if applicable.

42.2 Representation and Undertaking .

(a) Any such sale or disposition by the Dragged Shareholders shall be on the terms and conditions as set forth in the Drag-Along Notice. Such Dragged Shareholders shall be required to make customary and usual representations and warranties in connection with the Drag-Along Sale, including, as to their ownership and authority to sell, free of all liens, claims and encumbrances of any kind, the shares proposed to be transferred or sold by such Dragged Shareholders; and any violation or breach of or default under (with or without the giving of notice or the lapse of time or both) any law or regulation applicable to such Dragged Shareholders or any material contract to which such Dragged Shareholders is a party or by which they are bound.

(b) Each of the Dragged Shareholders undertakes to obtain all consents, permits, approvals, orders, authorizations or registrations, qualifications, designations, declarations or filings with any governmental authority or any third party, which are required to be obtained or made in connection with the Drag-Along Sale.

42.3 Drag-Along Notice . Prior to making any Drag-Along Sale in which the Drag- Along Shareholders wish to exercise their rights under this Section 42 , the Drag-Along Shareholders shall provide the Company and the Dragged Shareholders with written notice (the “ Drag-Along Notice ”) not less than thirty (30) days prior to the proposed date of the Drag-Along Sale (the “ Drag-Along Sale Date ”). The Drag-Along Notice shall set forth: (i) the name and address of the proposed purchasers; (ii) the proposed amount and form of consideration to be paid, and the terms and conditions of payment offered by each of the purchasers; (iii) the Drag-Along Sale Date; (iv) the number of shares held of record by the Drag-Along Shareholders on the date of the Drag-Along Notice which form the subject to be transferred, sold or otherwise disposed of by the Drag-Along Shareholders; (v) the nature and the structure of the Drag-Along Sale, and (vi) the number of shares of the Dragged Shareholders to be included in the Drag-Along Sale (if any).

42.4 Transfer Certificate . On the Drag-Along Sale Date, to the extent the Drag-Along Sale is structured as an equity transfer transaction, each of Drag-Along Shareholders and the Dragged Shareholders shall each deliver or cause to be delivered an instrument of transfer and a certificate or certificates evidencing its Equity Securities to be included in the Drag-Along Sale, duly endorsed for transfer, to such third party purchasers in the manner and at the address indicated in the Drag-Along Notice.

42.5 Payment . If the Drag-Along Shareholders or the Dragged Shareholders receive the purchase price for their shares or such purchase price is made available to them as part of a Drag-Along Sale, to the extent the Drag-Along Sale is structured as an equity transfer transaction, and, in either case they fail to deliver instrument of transfer and certificates evidencing their shares as described in this Section 42 , they shall for all purposes be deemed no longer to be a Shareholder of the Company (with the register of members of the Company updated to reflect such status), shall have no voting rights, shall not be entitled to any dividends or other distributions with respect to any shares held by them, shall have no other rights or privileges as a Shareholder of the Company. In addition, the Company shall stop any subsequent transfer of any such shares held by such Shareholders.

42.6 Term . The provisions under this Section 42 shall terminate upon the closing of a Qualified IPO.

Exhibit 3.2

THE COMPANIES LAW (2018 REVISION)

OF THE CAYMAN ISLANDS

COMPANY LIMITED BY SHARES

SIXTH AMENDED AND RESTATED
MEMORANDUM OF ASSOCIATION

9F INC.

(Adopted by Special Resolution passed on July 17, 201 9 and effective immediately prior to the completion of the initial public offering of the Company’s American Depositary Shares representing its Class A Ordinary Shares)

1. The name of the Company is 9F Inc .

2. The Registered Office of the Company will be situated at the offices of Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands, or at such other location within the Cayman Islands as the Directors may from time to time determine.

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

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

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

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

7. The authorised share capital of the Company is US$50,000 divided into 5,000,000,000 shares comprising of (i) 4,600,000,000 Class A Ordinary Shares of a par value of US$ 0.00001 each, (ii) 200,000,000 Class B Ordinary Shares of a par value of US$0.00001 each and (iii) 200,000,000 shares of a par value of US$0.00001 each of such class or classes (however designated) as the board of directors may determine in accordance with Article 9 of the Articles. Subject to the Companies Law and the Articles, the Company shall have power to redeem or purchase any of its Shares and to increase or reduce its authorised share capital and to sub-divide or consolidate the said Shares or any of them and to issue all or any part of its capital whether original, redeemed, increased or reduced with or without any preference, priority, special privilege or other rights or subject to any postponement of rights or to any conditions or restrictions whatsoever and so that unless the conditions of issue shall otherwise expressly provide every issue of shares whether stated to be ordinary, preference or otherwise shall be subject to the powers on the part of the Company hereinbefore provided.

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

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

THE COMPANIES LAW (2018 REVISION)

OF THE CAYMAN ISLANDS

COMPANY LIMITED BY SHARES

SIXTH AMENDED AND RESTATED

ARTICL ES OF ASSOCIATION

9F INC.

(Adopted by Special Resolution passed on July 17 , 2019 and effective immediately prior to the completion of the initial public offering of the Company’s American Depositary Shares representing its Class A Ordinary Shares)

TABLE A

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

INTERPRETATION

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

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

“Affiliate”		means in respect of a Person, any other Person that, directly or indirectly, through one (1) or more intermediaries, controls, is controlled by, or is under common control with, such Person, and (i) in the case of a natural person, shall include, without limitation, such person’s spouse, parents, children, siblings, mother-in-law, father-in-law, brothers-in-law and sisters-in-law, a trust for the benefit of any of the foregoing, and a corporation, partnership or any other entity wholly or jointly owned by any of the foregoing, and (ii) in the case of an entity, shall include a partnership, a corporation or any other entity or any natural person which directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such entity. The term “control” shall mean the ownership, directly or indirectly, of shares possessing more than fifty per cent (50%) of the voting power of the corporation, partnership or other entity (other than, in the case of a corporation, securities having such power only by reason of the happening of a contingency), or having the power to control the management or elect a majority of members to the board of directors or equivalent decision-making body of such corporation, partnership or other entity;

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

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

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

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

“Class A Ordinary Share”		means an Ordinary Share of a par value of US$0.00001 in the capital of the Company, designated as a Class A Ordinary Shares and having the rights provided for in these Articles;

“Class B Ordinary Share”		means an Ordinary Share of a par value of US$0.00001 in the capital of the Company, designated as a Class B Ordinary Share and having the rights provided for in these Articles;

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

“Company”		means 9F Inc., a Cayman Islands exempted company;

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

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

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

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

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

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

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

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

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

“Ordinary Resolution”		means a resolution:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

PRELIMINARY

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

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

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

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

SHARES

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

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

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

9. The Directors may authorise the division of Shares into any number of Classes and the different Classes shall be authorised, established and designated (or re-designated as the case may be) and the variations in the relative rights (including, without limitation, voting, dividend and redemption rights), restrictions, preferences, privileges and payment obligations as between the different Classes (if any) may be fixed and determined by the Directors or by a Special Resolution. The Directors may issue Shares with such preferred or other rights, all or any of which may be greater than the rights of Ordinary Shares, at such time and on such terms as they may think appropriate. Notwithstanding Article 17, the Directors may issue from time to time, out of the authorised share capital of the Company (other than the authorised but unissued Ordinary Shares), series of preferred shares in their absolute discretion and without approval of the Members; provided, however, before any preferred shares of any such series are issued, the Directors shall by resolution of Directors determine, with respect to any series of preferred shares, the terms and rights of that series, including:

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

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

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

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

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

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

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

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

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

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

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

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

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

CLASS A ORDINARY SHARES AND CLASS B ORDINARY SHARES

12. Holders of Class A Ordinary Shares and Class B Ordinary Shares shall at all times vote together as one class on all resolutions submitted to a vote by the Members. Each Class A Ordinary Share shall entitle the holder thereof to one (1) vote on all matters subject to vote at general meetings of the Company, and each Class B ordinary share shall entitle the holder thereof to five(5) votes on all matters subject to vote at general meetings of the Company.

13. Each Class B Ordinary Share is convertible into one (1) Class A Ordinary Share at any time at the option of the holder thereof. The right to convert shall be exercisable by the holder of the Class B Ordinary Share delivering a written notice to the Company that such holder elects to convert a specified number of Class B Ordinary Shares into Class A Ordinary Shares. In no event shall Class A Ordinary Shares be convertible into Class B Ordinary Shares. Each Class B Ordinary Share shall automatically be re-designated into one Class A Ordinary Share without any action being required by the holders of Class B Ordinary Shares and whether or not the certificates representing such shares are surrendered to the Company or its transfer agent, if at any time the Founder and his affiliates collectively hold less than five per cent (5%) of the issued Shares in the capital of the Company, and no Class B Ordinary Shares shall be issued by the Company thereafter.

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

15. Upon any sale, transfer, assignment or disposition of any Class B Ordinary Share by a Shareholder to any person who is not an Affiliate of such Shareholder, or upon a change of control of any Class B Ordinary Share to any Person who is not an Affiliate of the registered shareholder 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; and (ii) the creation of any pledge, charge, encumbrance or other third party right of whatever description on any Class B Ordinary Shares to secure a holder’s contractual or legal obligations shall not be deemed as a sale, transfer, assignment or disposition unless and until any such pledge, charge, encumbrance or other third party right is enforced and results in the third party holding legal title to the relevant Class B Ordinary Shares, in which case all the related Class B Ordinary Shares shall be automatically converted into the same number of Class A Ordinary Shares.

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.

MODIFICATION OF RIGHTS

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

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

CERTIFICATES

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

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

21. 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.

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

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

FRACTIONAL SHARES

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

LIEN

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

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

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

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

CALLS ON SHARES

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

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

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

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

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

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

FORFEITURE OF SHARES

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

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

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

38. A forfeited Share may be sold or otherwise disposed of on such terms and in such manner as the Directors think fit, and at any time before a sale or disposition the forfeiture may be cancelled on such terms as the Directors think fit.

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

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

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

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

TRANSFER OF SHARES

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

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

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

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

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

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

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

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

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

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

TRANSMISSION OF SHARES

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

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

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

REGISTRATION OF EMPOWERING INSTRUMENTS

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

ALTERATION OF SHARE CAPITAL

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

52. The Company may by Ordinary Resolution:

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

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

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

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

53. The Company may by Special Resolution reduce its share capital and any capital redemption reserve in any manner authorised by law.

REDEMPTION, PURCHASE AND SURRENDER OF SHARES

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

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

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

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

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

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

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

TREASURY SHARES

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

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

GENERAL MEETINGS

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

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

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

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

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

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

(d) If there are no Directors as at the date of the deposit of the Shareholders’ requisition, or if the Directors do not within twenty-one (21) calendar days from the date of the deposit of the requisition duly proceed to convene a general meeting to be held within a further twenty-one calendar days, the requisitionists, or any of them representing more than one-half of the total voting rights of all of them, may themselves convene a general meeting, but any meeting so convened shall not be held after the expiration of three calendar months after the expiration of the said twenty-one calendar days.

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

NOTICE OF GENERAL MEETINGS

63. At least seven (7) calendar days’ notice shall be given for any general meeting. Every notice shall be exclusive of the day on which it is given or deemed to be given and of the day for which it is given and shall specify the place, the day and the hour of the meeting and the general nature of the business and shall be given in the manner hereinafter mentioned or in such other manner if any as may be prescribed by the Company, provided that a general meeting of the Company shall, whether or not the notice specified in this Article has been given and whether or not the provisions of these Articles regarding general meetings have been complied with, be deemed to have been duly convened if it is so agreed:

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

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

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

PROCEEDINGS AT GENERAL MEETINGS

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

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

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

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

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

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

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

72. At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands, unless a poll is (before or on the declaration of the result of the show of hands) demanded by the chairman of the meeting or any Shareholder holding not less than ten per cent (10%) of the votes attaching to the Shares present in person or by proxy, and unless a poll is so demanded, a declaration by the chairman of the meeting that a resolution has, on a show of hands, been carried, or carried unanimously, or by a particular majority, or lost, and an entry to that effect in the book of the proceedings of the Company, shall be conclusive evidence of the fact, without proof of the number or proportion of the votes recorded in favour of, or against, that resolution.

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

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

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

VOTES OF SHAREHOLDERS

76. Subject to any rights and restrictions for the time being attached to any Share, on a show of hands every Shareholder present in person or by proxy (or, if a corporation or other non-natural person, by its duly authorised representative or proxy) shall, at a general meeting of the Company, each have one vote and on a poll every Shareholder present in person or by proxy (or, if a corporation or other non-natural person, by its duly authorised representative or proxy) shall have one (1) vote for each Class A Ordinary Share and five (5) votes for each Class B Ordinary Share of which he is the holder.

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

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

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

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

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

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

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

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

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

(c) where the poll is not taken forthwith but is taken not more than 48 hours after it was demanded be delivered at the meeting at which the poll was demanded to the chairman or to the secretary or to any director;

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

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

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

CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS

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

DEPOSITARY AND CLEARING HOUSES

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

DIRECTORS

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

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

(d) The Board may, by the affirmative vote of a simple majority of the remaining Directors present and voting at a Board meeting, appoint any person as a Director, to fill a vacancy on the Board arising from the office of any Director being vacated in any of the circumstances described in Article 109, or as an addition to the existing Board.

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

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

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

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

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

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

ALTERNATE DIRECTOR OR PROXY

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

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

POWERS AND DUTIES OF DIRECTORS

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

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

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

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

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

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

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

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

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

BORROWING POWERS OF DIRECTORS

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

THE SEAL

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

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

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

DISQUALIFICATION OF DIRECTORS

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

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

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

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

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

PROCEEDINGS OF DIRECTORS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

PRESUMPTION OF ASSENT

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

DIVIDENDS

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

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

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

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

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

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

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

131. No dividend shall bear interest against the Company.

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

ACCOUNTS, AUDIT AND ANNUAL RETURN AND DECLARATION

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

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

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

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

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

138. Every auditor of the Company shall have a right of access at all times to the books and accounts and vouchers of the Company and shall be entitled to require from the Directors and officers of the Company such information and explanation as may be necessary for the performance of the duties of the auditors.

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

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

CAPITALISATION OF RESERVES

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

SHARE PREMIUM ACCOUNT

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

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

NOTICES

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

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

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

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

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

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

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

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

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

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

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

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

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

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

INFORMATION

151. No Member shall be entitled to require discovery of any information in respect of any detail of the Company’s trading or any information which is or may be in the nature of a trade secret or secret process which may relate to the conduct of the business of the Company and which in the opinion of the Board would not be in the interests of the Members of the Company to communicate to the public.

152. The Board shall be entitled to release or disclose any information in its possession, custody or control regarding the Company or its affairs to any of its Members including, without limitation, information contained in the Register and transfer books of the Company.

INDEMNITY

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

154. No Indemnified Person shall be liable:

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

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

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

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

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

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

FINANCIAL YEAR

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

NON-RECOGNITION OF TRUSTS

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

WINDING UP

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

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

AMENDMENT OF ARTICLES OF ASSOCIATION

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

CLOSING OF REGISTER OR FIXING RECORD DATE

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

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

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

REGISTRATION BY WAY OF CONTINUATION

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

DISCLOSURE

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

Exhibit 4.4

FOURTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENT

Dated September 20, 2018

by and among

9F Inc.,

Sinomap Investments Limited,

Treasure Knight Investments Limited,

Brilliant Code Investment Limited,

Cinda 9F Investment LP,

JAS Investment Group Limited,

Famous Voyage Group Limited,

Plentiful Bright International Limited,

SBI Hong Kong Holdings Co., Limited,

Mr. Lei Sun,

the Persons listed on Schedule A

and

the Persons listed on Schedule B

FOURTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENT

This Fourth Amended and Restated Shareholders Agreement (this “ Agreement ”) is and entered into as of September 20, 2018 by and among:

1. 9F Inc., an exempted company with limited liability incorporated under the Laws of the Cayman Islands (the “ Company ”);

2. Sinomap Investments Limited, a business company incorporated under the Laws of the British Virgin Islands (the “ Jacky Holdco ”);

3. Treasure Knight Investments Limited, a business company incorporated under the Laws of the British Virgin Islands (the “ Ivan Holdco ”);

4. Brilliant Code Investment Limited, a business company incorporated under the Laws of the British Virgin Islands (the “ Brilliant Code ”, together with Jacky Holdco and Ivan Holdco, the “ Series A Purchasers ” and each a “ Series A Purchaser ”);

5. Cinda 9F Investment LP, an exempted limited partnership formed under the Laws of the Cayman Islands (the “ Series B Purchaser ”);

6. JAS Investment Group Limited, a company formed under the Laws of the British Virgin Islands (the “ Series C Purchaser ”);

7. Famous Voyage Group Limited, a business company incorporated under the Laws of the British Virgin Islands (“ Famous Voyage ”);

8. Plentiful Bright International Limited, a business company incorporated under the Laws of the British Virgin Islands (“ Plentiful Bright ”, together with Famous Voyage, the “ Series D Purchasers ” and each a “ Series D Purchaser ”);

9. SBI Hong Kong Holdings Co., Limited, a business company incorporated under the Laws of Hong Kong (“ SBI ” or “ Series E Purchaser ”, together with the Series A Purchasers, the Series B Purchaser, the Series C Purchaser and the Series D Purchasers, the “ Purchasers ” and each a “ Purchaser ”);

10. Lei SUN, a Chinese citizen with passport number of ********* (the “ Founder ”);

11. each Subsidiary of the Company listed on Schedule A ; and

12. each Ordinary Shareholder of the Company listed on Schedule B .

Each of the Persons listed above are hereinafter collectively referred to as the “ Parties ”, and each, a “ Party ”.

RECITALS

A. The Company and SBI have entered into a share subscription agreement dated as of September 14, 2018 (the “ Series E Share Subscription Agreement ”), whereby the Company will issue, allot and sell to the Series E Purchaser, and the Series E Purchaser will subscribe for and purchase from the Company, certain number of Series E Preferred Shares (as defined below), each with a par value of US$0.0001 per share, pursuant to the terms thereof.

B. Section 7 of the Series E Share Subscription Agreement requires, as a condition to the obligations of SBI to complete the share subscription thereunder, among other things, the Shareholders shall enter into a shareholders agreement with respect to the Company.

C. The Company, certain Ordinary Shareholders, the Series A Purchasers, the Series B Purchaser, the Series C Purchaser, the Series D Purchasers and certain other parties entered into a third amended and restated shareholders agreement (the “ Prior Agreement ”) on February 23, 2018.

D. In connection with the issuance, allotment and sale of the Series E Preferred Shares pursuant to the Series E Share Subscription Agreement, the parties to the Prior Agreement desire to terminate the Prior Agreement so that the Prior Agreement shall be of no force and effect and the rights granted to the Parties shall supersede the rights granted to such parties under the Prior Agreement as at the date hereof.

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree to enter into this Agreement which shall supersede all existing shareholder agreements in their entirety, as follows:

1. DEFINITIONS

1.1 For purposes of this Agreement the following terms have the following meanings:

“ Additional Number ” has the meaning set forth in Section 5.2(b) .

“ Additional Remaining Shares ” has the meaning set forth in Section 6.3(b)(i) .

“ Arbitration Notice ” has the meaning set forth in Section 9.13 .

“ Brilliant Code ” has the meaning set forth in the Preamble.

“ Board ” means the board of directors of the Company.

“ Business Day ” means a day (other than a Saturday or a Sunday) that the banks in New York, Hong Kong, the PRC, or the Cayman Islands are generally open for business.

“ Co-Sale Participant ” has the meaning set forth in Section 6.3(c) .

“ Chairman ” has the meaning set forth in Section 3.5(b) .

“ Company ” has the meaning set forth in the Preamble.

“ Company Purchase Right Period ” has the meaning set forth in Section 6.3(a)(i) .

“ Company Right of First Refusal ” has the meaning set forth in Section 6.3(a)(i) .

“ Control Documents ” means, with respect to Domestic Company I, a series of agreements and documents entered into by and among WFOE I, Domestic Company I and the shareholders of Domestic Company I, through which WFOE I has acquired the Control and is able to consolidate the financial results of Domestic Company I; and with respect to Domestic Company II, a series of agreements and documents entered into by and among WFOE I, Domestic Company II and the shareholders of Domestic Company II, through which the WFOE I has acquired the Control and is able to consolidate the financial results of Domestic Company II.

“ Director ” means a member of the Board elected pursuant to Section 3.2 .

“ Disclosing Party ” has the meaning set forth in Section 9.11(d) .

“ Domestic Company I ” means Jiufu Jinke Holding Group Co., Ltd. ( 玖富金科控股集团有限责任公司), a company incorporated under the Laws of the PRC.

“ Domestic Company II ” means Beijing Puhui Lianyin Infotech Co., Ltd. ( 北京普惠联银信息技术有限公司 ), a company incorporated under the Laws of the PRC.

“ Domestic Companies ” means, collectively, Domestic Company I and Domestic Company II, and “ Domestic Company ” means any of them.

“ Dispute ” has the meaning set forth in Section 9.13 .

“ Drag-Along Notice ” has the meaning set forth in Section 7.3 .

“ Drag-Along Sale ” has the meaning set forth in Section 7.1(a) .

“ Drag-Along Sale Date ” has the meaning set forth in Section 7.3 .

“ Drag-Along Shareholder ” has the meaning set forth in Section 7.1(a) .

“ Dragged Shareholders ” has the meaning set forth in Section 7.1(b) .

“ ESOP ” means the employee share incentive plan adopted by the Board.

“ Exchange Act ” has the meaning set forth in Section 4.2(i) .

“ Financing Terms ” has the meaning set forth in Section 9.11(a) .

“ First Participation Notice ” has the meaning set forth in Section 5.2 .

“ Form F-3 ” has the meaning set forth in Section 4.2(e) .

“ Governmental Authorities ” means any nation, government, province, state, or any entity, authority or body exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including any government authority, agency, department, board, commission or instrumentality of any government or any political subdivision thereof, court, tribunal, arbitrator, the governing body of any securities exchange, and self-regulatory organization, in each case having competent jurisdiction (with each of such Governmental Authorities being referred to as a “ Governmental Authority ”).

“ Group Companies ” means the Company and its Subsidiaries, including without limitation the HK Subsidiary, the WFOEs and the Domestic Companies.

“ HKIAC ” has the meaning set forth in Section 9.13 .

“ HKIAC Rules ” has the meaning set forth in Section 9.13 .

“ HK Subsidiary ” means JiuFu Financial Information Service Limited, a company incorporated under the Laws of Hong Kong.

“ Holder ” has the meaning set forth in Section 4.2(d) .

“ Information Rights ” has the meaning set forth in Section 2.1(a) .

“ Initiating Holders ” has the meaning set forth in Section 4.3(b) .

“ Inspection Rights ” has the meaning set forth in Section 2.1(b) .

“ Investor Director ” and “ Investor Directors ” has the meaning set forth in Section 3.2(c) .

“ Ivan Holdco ” has the meaning set forth in the Preamble.

“ Jacky Holdco ” has the meaning set forth in the Preamble.

“ Law ” means any law, rule, constitution, code, ordinance, statute, treaty, decree, regulation, common law, order, official policy, circular, provision, administrative order, interpretation, injunction, judgment, ruling, assessment, writ or other legislative measure, in each case of any Governmental Authority.

“ Material Subsidiary ” shall mean a Subsidiary (i) whose total assets account for at least 70% of the consolidated assets of the Group Companies as of the balance sheet date (“ Determination Date ”) set forth in the latest annual or quarterly financial statements, audited or unaudited, delivered to the holders of the Preferred Shares pursuant to the Information Right of the holders of the Preferred Shares; or (ii) whose total net income in the latest two completed fiscal years and for the period starting the first day of the current fiscal year and ending the Determination Date represents at least 70% of the consolidated net income of the Group Companies of the same periods.

(a) (i) any of the options, warrants or other securities arrangements to purchase any Ordinary Shares issued from time to time to the employees, officers, directors, contractors, advisors or consultants of the Group Companies pursuant to the Company’s employee share option plan having been approved pursuant to this Agreement and the Restated Articles; and (ii) any Ordinary Shares issuable upon exercise or conversion of the forgoing options, warrants or other securities arrangements;

(b) any Preferred Shares issued under the Series A Share Subscription Agreement, the Series B Share Subscription Agreement, the Series C Share Subscription Agreement, the Series D Share Subscription Agreements, the Series E Share Subscription Agreement, and any Ordinary Shares issuable upon conversion of the Preferred Shares;

(d) any securities issued as a dividend or distribution on the Preferred Shares; and

(e) any securities issued pursuant to a Qualified IPO as approved by the Board and the Shareholders pursuant to this Agreement and the Restated Articles.

“ Novel Lead ” means Novel Lead Limited, a company incorporated under the Laws of the British Virgin Islands.

“ Novel Lead Director ” has the meaning set forth in Section3.2(d) .

“ Observer ” has the meaning set forth in Section 3.7 .

“ Offered Shares ” has the meaning set forth in Section 6.2 .

“ Ordinary Shareholder ” means each of the Persons listed in Schedule B , which, for the avoidance of doubt, are the existing holders of the Ordinary Shares of the Company prior to issuance of the Series E Preferred Shares.

“ Ordinary Shares ” means the ordinary shares of the Company each with a par value of US$0.0001 per share.

“ Participation Rights Holder ” has the meaning set forth in Section 5.1 .

“ Party ” has the meaning set forth in the Preamble.

“ Preferred Shares ” means the Series A Preferred Shares, the Series B Preferred Shares, the Series C Preferred Shares, the Series D Preferred Shares and the Series E Preferred Shares.

“ Preferred Shareholders ” means holders of the Preferred Shares.

“ Prior Agreement ” has the meaning set forth in the Recitals.

“ Purchase and Co-Sale Notice ” has the meaning set forth in Section 6.3(b)(i) .

“ Purchase Period ” has the meaning set forth in Section 6.3(b)(i) .

“ Purchasers ” has the meaning set forth in the Preamble.

“ Purchasing Holder ” has the meaning set forth in Section 6.3(b)(i) .

“ Qualified IPO ” has the meaning set forth in the Restated Articles.

“ register ,” “ registered ,” and “ registration ” has the meaning set forth in Section 4.2(a) .

“ Registrable Securities ” has the meaning set forth in Section 4.2(b) .

“ Registrable Securities then outstanding ” has the meaning set forth in Section 4.2(c) .

“ Remaining Shares ” has the meaning set forth in Section 6.3(a)(ii) .

“ Request Notice ” has the meaning set forth in Section 4.3(a) .

“ Residual Shares ” has the meaning set forth in Section 6.3(c)(i) .

“ Restated Articles ” means the fifth amended and restated memorandum and articles of association of the Company adopted on or prior to the date hereof.

“ Registration Expenses ” has the meaning set forth in Section 4.2(g) .

“ Right Participants ” has the meaning set forth in Section 5.2(b) .

“ Right of Participation ” has the meaning set forth in Section 5.1 .

“ SEC ” has the meaning set forth in Section 4.2(f) .

“ Second Participation Notice ” has the meaning set forth in Section 5.2(b) .

“ Second Participation Period ” has the meaning set forth in Section 5.2(b) .

“ Secondary Transfer Notice ” has the meaning set forth in Section 6.3(a)(ii) .

“ Securities Act ” has the meaning set forth in Section 4.2(a) .

“ Selling Expenses ” has the meaning set forth in Section 4.2(h) .

“ Selling Shareholder ” has the meaning set forth in Section 6.2 .

“ Series A Director ” has the meaning set forth in Section 3.2(c) .

“ Series A Preferred Shares ” means the Series A preferred shares of the Company each with a par value of US$0.0001 per share.

“ Series A Share Subscription Agreement ” means a share subscription agreement dated as of March 25, 2015 by and among certain Group Companies, the Series A Purchasers and certain other party.

“ Series B Preferred Shares ” means the Series B preferred shares of the Company each with a par value of US$0.0001 per share.

“ Series B Share Subscription Agreement ” means a share subscription agreement dated as of July 5, 2017 by and among certain Group Companies, the Series B Purchaser and certain other party.

“ Series C Director ” has the meaning set forth in Section 3.2(b) .

“ Series C Preferred Shares ” means the Series C preferred shares of the Company each with a par value of US$0.0001 per share.

“ Series C Share Subscription Agreement ” means a share subscription agreement dated as of November 7, 2017 by and among certain Group Companies, the Series C Purchaser and certain other party.

“ Series D Conversion Price ” has the meaning set forth in the Restated Articles.

“ Series D Director ” has the meaning set forth in Section 3.2(a) .

“ Series D Preferred Shares ” means the Series D preferred shares of the Company each with a par value of US$0.0001 per share.

“ Series D Share Subscription Agreement I ” means a share subscription agreement dated as of January 26, 2018 by and among certain Group Companies, Famous Voyage and certain other party.

“ Series D Share Subscription Agreement II ” means a share subscription agreement dated as of January 26, 2018 by and among certain Group Companies, Plentiful Bright and certain other party.

“ Series D Share Subscription Agreements ” means the Series D Share Subscription Agreement I and Series D Share Subscription Agreement II.

“ Series E Preferred Shares ” means the Series E preferred shares of the Company each with a par value of US$0.0001 per share.

“ Series E Share Subscription Agreement ” has the meaning set forth in Recitals.

“ Shareholders ” means holders of the Shares.

“ Shareholder Family ” has the meaning set forth in Section 6.5 .

“ Shares ” means shares in the capital of the Company, collectively, the Ordinary Shares, the Series A Preferred Shares, the Series B Preferred Shares, the Series C Preferred Shares, the Series D Preferred Shares and the Series E Preferred Shares.

“ Trade Sale ” shall mean (a) a sale, lease, transfer or other disposition of all or substantially all of the assets of the Company or a Material Subsidiary, (b) a transfer or an exclusive licensing of all or substantially all of the intellectual property of the Group Companies, (c) a sale, transfer or other disposition of a majority of the issued and outstanding share capital or a majority of the voting power of the Company or a Material Subsidiary; or (d) a merger, consolidation or other business combination of the Company or a Material Subsidiary with or into any other business entity in which the shareholders of the Company or such Material Subsidiary immediately after such merger, consolidation or business combination hold shares representing less than a majority of the voting power of the outstanding share capital of the surviving business entity.

“ Transfer ” has the meaning set forth in Section 6.1 .

“ Transfer Notice ” has the meaning set forth in Section 6.2 .

“ Violation ” has the meaning set forth in Section 4.9(a) .

“ WFOE I ” means Beijing Jiufu Lianyin Technology Co., Ltd. (北京玖富联银科技有限公司), a company established under the Laws of the PRC.

“ WFOE II ” means Shanghai Jiufu Network Technology Co., Ltd. (上海玖富网络科技有限公司), a company established under the Laws of the PRC.

“ WFOEs ” means, collectively, WFOE I and WFOE II and “ WFOE ” means either of them.

1.2 Any term not otherwise defined herein shall have the meaning set forth under the Series E Share Subscription Agreement.

2. INFORMATION RIGHTS

2.1 Information and Inspection Rights .

(a) Information Rights . The Company covenants and agrees that, commencing on the date of this Agreement, for so long as a Preferred Shareholder holds no less than 5% of the issued and outstanding Shares of Company on a fully-diluted and as-converted basis (excluding the Shares reserved for ESOP), the Company will deliver to such Preferred Shareholder:

(i) audited annual consolidated financial statements of the Group Companies, within one hundred and twenty (120) days after the end of each fiscal year, as audited by an accounting firm approved by the Board;

(ii) unaudited quarterly consolidated financial statements of the Group Companies, within forty-five (45) days of the end of each fiscal quarter;

(iii) unaudited monthly consolidated management accounts of the Group Companies, within fifteen (15) days of the end of each month;

(iv) an annual business and financial plan (including the Company’s net profit and provision for loss reserves) and annual consolidated budget of the Group Companies for each fiscal year, no later than thirty (30) days before the beginning of such fiscal year;

(v) disclosure of periodic operating metrics of the Group Companies;

(vi) any information delivered by the Group Companies to any of the Shareholders other than such holder of the Preferred Shares; and

(vii) upon the written request by any holder of the Preferred Shares, such other information of the Group Companies as such holder of the Preferred Shares shall reasonably request (the above rights, collectively, the “ Information Rights ”).

All financial statements to be provided to the holder of the Preferred Shares pursuant to this Section 2.1 , including not limitation, the income statement, balance sheet and cash flow statement, shall be prepared in accordance with US GAAP and shall consolidate the financial results of all of the Group Companies.

(b) Inspection Rights . The Company further covenants and agrees that, commencing on the date of this Agreement, for so long as a Preferred Shareholder holds no less than 5% of the issued and outstanding Shares of Company on a fully-diluted and as-converted basis (excluding the Shares reserved for ESOP), such Preferred Shareholder shall have the right to reasonably inspect facilities, records and books of any Group Company at any time during regular working hours on reasonable prior notice to the Group Companies, and the right to discuss the business, operation and conditions of any Group Company with their respective directors, officers, employees, accounts, legal counsels and investment bankers (the “ Inspection Rights ”).

(c) Termination of Rights . The Information Rights and Inspection Rights shall terminate upon consummation of a Qualified IPO.

3. BOARD AND MANAGEMENT

3.1 Board Size . Each Shareholder shall vote at the general meetings of the Company, or give written consents with respect to all its Shares, to ensure that the size of the Board shall be set and remain at nine (9) directors at all times.

3.2 Election of Directors . On all matters relating to the election of one or more directors of the Company, each Shareholder shall vote at the general meetings of the Company, or give written consents with respect to all their Shares, to elect directors to the Board in the following manner:

(a) one (1) director shall be designated by Famous Voyage (the “ Series D Director ”) for so long as Famous Voyage (and its permitted transferees) holds at least 80% of the issued and outstanding Series D Preferred Shares purchased by Famous Voyage under the Series D Share Subscription Agreement I (or the Ordinary Shares issued upon conversion of such Series D Preferred Shares);

(b) one (1) director shall be designated by the Series C Purchaser (the “ Series C Director ”) for so long as the Series C Purchaser (and its permitted transferees) holds at least 3.41% of the issued and outstanding Shares of the Company (calculated on a fully diluted and as-converted basis);

(c) one (1) director shall be designated jointly by Jacky Holdco and Ivan Holdco (the “ Series A Director ”, together with the Series C Director and the Series D Director, the “ Investor Directors ” and each an “ Investor Director ”) for so long as Jacky Holdco and Ivan Holdco (and their permitted transferees) together hold at least 50% of the issued and outstanding Series A Preferred Shares purchased by Jacky Holdco and Ivan Holdco under the Series A Share Subscription Agreement (or the Ordinary Shares issued upon conversion of such Series A Preferred Shares);

(d) one (1) director shall be designated by Novel Lead (the “ Novel Lead Director ”) for so long as Novel Lead (and its permitted transferees) holds at least 50% of the issued and outstanding Ordinary Shares purchased by Novel Lead under the subscription agreement dated as of August 25, 2014 by and between Novel Lead and the Company; and

(e) five (5) directors shall be designated by the holders of a majority of the issued and outstanding Ordinary Shares.

3.3 Removal and Replacement of Directors .

(a) Each Shareholder shall have the absolute right to remove any director designated by it at any time at its sole discretion, and each of the Shareholders shall vote its Shares at any general meeting of the Company or in any written consent of Shareholders so as to effectuate such right.

(b) If, as a result of death, resignation, removal or otherwise, there shall exist or occur any vacancy on the Board, the Shareholder entitled under Section 3.2 to nominate the Director whose death, resignation, removal or other departure resulted in such vacancy shall nominate another individual to serve in place of such Director and the Shareholders shall elect such individual to the Board as soon as practicable thereafter. If it is the Investor Director whose death, resignation, removal or other departure has resulted in the vacancy, neither the Shareholders nor the Board shall transact any business of the Company until the Shareholder entitled under Section 3.2 to nominate such Director has designated and the Shareholders have elected the replacement for such Director, unless the relevant Shareholder shall have failed to nominate a replacement Director within thirty (30) days after such death, resignation, removal or other departure.

3.4 Committees . The Board may establish such committees with such powers as may be permitted by applicable law and the Restated Articles; provided , that any such committees shall be subject to the direction of and any policies adopted by the Board.

3.5 Board Meetings .

(a) Frequency . Meetings of the Board shall take place at least once in every three months unless otherwise determined by the Board.

(b) Notice . A meeting of the Board may be called by any Director by giving notice in writing to the chairman of the Board (the “ Chairman ”) specifying the date, time and agenda for such meeting. The Chairman shall, promptly following receipt of such notice, deliver a copy of such notice to each Director and each Shareholder, accompanied by a written agenda specifying the business of such meeting and copies of all documents and materials relevant for such meeting. Not less than fourteen (14) days prior written notice shall be given to all Directors; provided , that such notice period (i) shall not apply in the case of an adjourned meeting pursuant to Section 3.6(a) and (ii) may be reduced with the unanimous written consent of the Directors.

(c) Telephone Participation . Directors may participate in Board meetings by telephone or video conferencing or any other means of contemporaneous communication; provided , that each Director taking part in the meeting is able to hear each other Director taking part and; provided , further, that each Director must acknowledge his or her presence for the purpose of the meeting and any Director not doing so shall not be entitled to speak or vote at the meeting. Such participation shall constitute presence for purposes of the quorum provisions of Section 3.6(a) . A Director may not leave the meeting by disconnecting his or her telephone or other means of communication unless he or she has previously obtained the express consent of the chairman of the meeting and a Director shall conclusively be presumed to have been present and formed part of the quorum at all times during the meeting unless he or she has previously obtained the express consent of the chairman of the meeting to leave the meeting as aforesaid.

(d) Written Resolutions . Any action that may be taken by the Directors at a Board meeting may alternatively be taken by a written resolution signed by all of the Directors (which may be signed in counterparts). The expressions “written” and “signed” include writings or signatures transmitted by facsimile or electronic mail.

3.6 Action of the Board .

(a) Quorum of the Board . All meetings of the Board shall require a quorum of at least a majority of the Directors which shall include all the Investor Directors and the Novel Lead Director. If such a quorum is not present within sixty minutes after the time appointed for the meeting, the meeting shall be adjourned to the same place and at the same day and time the following week (or if such day is not a Business Day, at the same time on the following Business Day), at which meeting the Directors present shall constitute a valid quorum whether or not any Investor Director and/or the Novel Lead Director is present; provided , that written notice of such adjourned meeting shall have been delivered to all Directors at least five (5) days prior to the date of such adjourned meeting.

(b) Ordinary Actions . At any Board meeting, each Director may exercise one vote. Any Director may, by written notice to the Chairman, (i) authorize another Director to attend and vote by proxy for such Director at any Board meeting or (ii) appoint an alternate Director to attend and vote for such Director at any Board meeting. Subject to Section 8.2, the adoption of any resolution of the Board shall require the affirmative vote of a majority of the Directors present at a duly convened meeting of the Board or unanimous written consent by all Directors. Any Director may put forth a resolution for vote at a Board meeting.

3.7 Observer Rights . For so long as Series B Purchaser holds at least 50% of the Series B Preferred Shares purchased by Series B Purchaser under the Series B Share Subscription Agreement (or the Ordinary Shares issued upon conversion of such Series B Preferred Shares), Series B Purchaser may from time to time appoint an observer, and remove or replace such observer to the Board (the “ Series B Observer ”) on notice to the Company. For so long as SBI holds at least 50% of the Series E Preferred Shares purchased by SBI under the Share Subscription Agreement (or the Ordinary Shares issued upon conversion of such Series E Preferred Shares), SBI may from time to time appoint an observer, and remove or replace such observer to the Board (the “ SBI Observer ”, together with the Series B Observer, the “ Observers ” each an “ Observer ”) on notice to the Company. The Observer shall be entitled to (i) attend and speak at all meetings of the Board and any committees thereof in person or by teleconference and the board meetings of each Group Company from time to time, and (ii) receive all information and documents delivered to the directors of the Company at the same time such information and documents are required to be delivered to the directors of the Company. The Observer shall not be entitled to vote at any such meeting, nor shall the Observer be regarded as an officer of any member of Group Companies. The rights conferred by this Section 3.7 shall be without prejudice to, and in addition to, any rights which any Shareholder has as a matter of Law arising by virtue of its ownership of the Shares.

3.8 Nomination Rights . The Series A Purchasers shall have the right to nominate candidates for any management position of the Company senior than Vice President.

3.9 Termination of Rights. The Purchasers’ rights under Sections 3.1 to 3.8 shall terminate upon consummation of a Qualified IPO.

4. REGISTRATION RIGHTS

4.1 Applicability of Rights . The Company covenants and agrees that the Holders (as defined below) shall be entitled to the following rights with respect to any potential public offering of the Company’s Ordinary Shares in the United States and shall be entitled to reasonably analogous or equivalent rights with respect to any other offering of the Company’s securities in any other jurisdiction in which the Company undertakes to publicly offer or list such securities for trading on a recognized securities exchange.

4.2 Definitions . For purposes of this Section 4 and to the extent applicable under this Agreement:

(a) Registration . The terms “ register ,” “ registered ,” and “ registration ” refer to a registration effected by filing a registration statement which is in a form which complies with, and is declared effective by the SEC (as defined below) in accordance with, the Unities States Securities Act of 1933, as amended from time to time, including any successor statutes (the “ Securities Act ”).

(b) Registrable Securities . The term “ Registrable Securities ” shall mean: (i) any Ordinary Shares issued or issuable upon conversion of the Preferred Shares issued (A) under the Series A Share Subscription Agreement, the Series B Share Subscription Agreement, the Series C Share Subscription Agreement, the Series D Share Subscription Agreements or the Series E Share Subscription Agreement, or (B) pursuant to the Right of Participation, (ii) any Ordinary Shares of the Company issued (or issuable upon the conversion or exercise of any warrant, right or other security which is issued) as a dividend or other distribution with respect to, or in exchange for or in replacement of, any Preferred Shares or Ordinary Shares described in clause (i) of this subsection (b), and (iii) any other Ordinary Shares of the Company owned or hereafter acquired by a holder of Preferred Shares. Notwithstanding the foregoing, “ Registrable Securities ” shall exclude any Registrable Securities sold by a Person in a transaction in which rights under this Section 4 are not assigned in accordance with this Agreement, and any Registrable Securities which are sold in a registered public offering under the Securities Act or analogous statute of another jurisdiction, or sold pursuant to Rule 144 promulgated under the Securities Act or analogous rule of another jurisdiction.

(c) Registrable Securities Then Outstanding . The number of shares of “ Registrable Securities then outstanding ” shall mean the number of Ordinary Shares of the Company that are Registrable Securities and are then issued and outstanding, issuable upon conversion of Preferred Shares then issued and outstanding or issuable upon conversion or exercise of any warrant, right or other security then outstanding.

(d) Holder . For purposes of this Section 4 , the term “ Holder ” shall mean any Person or Persons owning or having the rights to acquire Registrable Securities or any permitted assignee of record of such Registrable Securities to whom rights under this Section 4 have been duly assigned in accordance with this Agreement.

(e) Form F-3 . The term “ Form F-3 ” shall mean such respective form under the Securities Act as is in effect on the date hereof or any successor registration form under the Securities Act subsequently adopted by the SEC which permits inclusion or incorporation of substantial information by reference to other documents filed by the Company with the SEC.

(f) SEC . The term “ SEC ” shall mean the U.S. Securities and Exchange Commission.

(g) Registration Expenses . The term “ Registration Expenses ” shall mean all expenses incurred by the Company in complying with Sections 4.3 , 4.4 and 4.5 hereof, including all registration and filing fees, printing expenses, fees, and disbursements of counsel for the Company, reasonable fees and disbursements of one counsel for the Holders, Blue Sky fees and expenses and the expense of any special audits incident to or required by any such registration (but excluding the compensation of regular employees of the Company which shall be paid in any event by the Company).

(h) Selling Expenses . The term “ Selling Expenses ” shall mean all underwriting discounts and selling commissions and special counsel of the selling Holders applicable to the sale of Registrable Securities pursuant to Sections 4.3 , 4.4 and 4.5 hereof.

(i) Exchange Act . The term “ Exchange Act ” shall mean the Securities Exchange Act of 1934, as amended, and any successor statute.

(j) For purposes of this Agreement, reference to registration of securities under the Securities Act and the Exchange Act shall also be deemed to mean the equivalent registration in a jurisdiction other than the United States as designated by such Holders, it being understood and agreed that in each such case all references in this Agreement to the Securities Act, the Exchange Act and rules, forms of registration statements and registration of securities thereunder, U.S. law and the SEC, shall be deemed to refer, to the equivalent statutes, rules, forms of registration statements, registration of securities and laws of and equivalent government authority in the applicable non-U.S. jurisdiction.

4.3 Demand Registration .

(a) Request by Holders . If the Company shall at any time after the consummation of an initial public offering, receive a written request from the Holders of at least thirty percent (30%) of the Registrable Securities file a registration statement under the Securities Act covering the registration of at least twenty percent (20%) of Registrable Securities held by such Holders (or any lesser percentage if the anticipated gross proceeds from such offering exceed US$5,000,000) pursuant to this Section 4.3 , then the Company shall, within ten (10) Business Days of the receipt of such written request, give written notice of such request (the “ Request Notice ”) to all Holders, and use its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) days after receipt of the Request Notice, subject only to the limitations of this Section 4.3 ; provided that the Company shall not be obligated to effect any such registration if the Company has, within the twelve (12) month period preceding the date of such request, already effected a registration pursuant to this Section 4.3 in the jurisdiction in which the Initiating Holders (as defined below) have requested such registration be effected.

(b) Underwriting . If the Holders initiating the registration request under this Section 4.3 (the “ Initiating Holders ”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 4.3 and the Company shall include such information in the Request Notice. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 4.3 , if the underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, then the Company shall so advise all Holders which would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders on a pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders); provided , however , that the number of shares of Registrable Securities held by the Holders to be included in such underwriting and registration shall not be reduced unless all other securities are first entirely excluded from the underwriting and registration including all shares of Registrable Securities held by holder(s) of the all other shares that are not Registrable Securities and are held by any other Person, including any Person who is an employee, consultant, officer or director of the Company or any Subsidiary of the Company; provided further, that at least thirty percent (30%) of shares of Registrable Securities requested by the Holders to be included in such underwriting and registration shall be so included. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter(s), delivered at least ten (10) Business Days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration.

(c) Maximum Number of Demand Registrations . The Company shall not be obligated to effect more than three (3) such demand registrations pursuant to this Section 4.3 .

(d) Deferral . Notwithstanding the foregoing, if the Company shall furnish to Holders requesting registration pursuant to this Section 4.3 , a certificate signed by the President or Chief Executive Officer of the Company stating that in the good faith judgment of the Board, it would be materially detrimental to the Company and the Shareholders for such registration statement to be filed at such time, then the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders; provided , however , that the Company may not utilize this right more than once in any twelve (12) month period; provided further, that the Company shall not register any other of its shares during such twelve (12) month period. A demand right shall not be deemed to have been exercised until such deferred registration shall have been effected.

4.4 Piggyback Registrations .

(a) The Company shall notify all Holders in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 4.3 or Section 4.5 of this Agreement or to any employee benefit plan or a corporate reorganization or other Rule 145 transaction, an offer and sale of debt securities, or a registration on any registration form that does not permit secondary sales), and shall afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by it shall within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. No Shareholder of the Company shall be granted the piggyback registration right under this Section 4.4 that is superior to those of the Holders without prior written consent of holders of a majority of the Preferred Shares calculated on an as-converted basis.

(b) Underwriting . If a registration statement under which the Company gives notice under this Section 4.4 is for an underwritten offering, then the Company shall so advise the Holders. In such event, the right of any such Holder’s Registrable Securities to be included in a registration pursuant to this Section 4.4 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Agreement but subject to Section 4.12 , if the managing underwriter(s) determine(s) in good faith that marketing factors require a limitation of the number of shares to be underwritten, then the managing underwriter(s) may exclude shares from the registration and the underwriting, and the number of shares that may be included in the registration and the underwriting shall be allocated, first, to the Company, second, to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro rata basis based on the total number of shares of Registrable Securities then held by each such Holder, and third, to holders of other securities of the Company; provided , however , that the right of the underwriter(s) to exclude shares (including Registrable Securities) from the registration and underwriting as described above shall be restricted so that (i) the number of Registrable Securities held by Holders included in any such registration is not reduced below thirty percent (30%) of the aggregate number of shares of Registrable Securities for which inclusion has been requested; and (ii) all shares of Registrable Securities held by holder(s) of all other shares that are not Registrable Securities and are held by any other Person, including any Person who is an employee, consultant, officer or director of the Company (or any Subsidiary of the Company) shall first be excluded from such registration and underwriting before any Registrable Securities held by the holders of the Preferred Shares are so excluded. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter(s), delivered at least ten (10) Business Days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration.

(c) Not Demand Registration . Registration pursuant to this Section 4.4 shall not be deemed to be a demand registration as described in Section 4.3 above. There shall be no limit on the number of times the Holders may request registration of Registrable Securities under this Section 4.4 .

4.5 Form F-3 Registration . In case the Company shall receive from any Holder(s) a written request or requests that the Company effects a registration on Form F-3 (or an equivalent registration in a jurisdiction outside of the United States) and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, then the Company will:

(a) Notice . Promptly give written notice of the proposed registration and the Holder’s or Holders’ request therefor, and any related qualification or compliance, to all other Holders; and

(b) Registration . As soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within twenty (20) days after the Company provides the notice contemplated by Section 4.5(a) ; provided , however , that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 4.5 :

(i) if Form F-3 is not available for such offering by the Holders;

(ii) if the anticipated gross proceeds from such offering are less than US$500,000;

(iii) if the Company shall furnish to the Holders a certificate signed by the President or Chief Executive Officer of the Company stating that in the good faith judgment of the Board, it would be materially detrimental to the Company and its Shareholders for such Form F-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form F-3 registration statement no more than once during any twelve (12) month period for a period of not more than sixty (60) days after receipt of the request of the Holder or Holders under this Section 4.5 ; provided that the Company shall not register any of its other shares during such sixty (60) day period. A registration right under Section 4.5 shall not be deemed to have been exercised until such deferred registration shall have been effected; or

(iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected two (2) Form F-3 registrations pursuant to this Section 4.5 .

(c) Not Demand Registration . Form F-3 registrations shall not be deemed to be demand registrations as described in Section 4.3 above. Except as otherwise provided herein, there shall be no limit on the number of times the Holders may request registration of Registrable Securities under this Section 4.5 .

(d) Underwriting . If the Holders requesting registration under this Section 4.5 intend to distribute the Registrable Securities covered by their request by means of an underwriting, the provisions of Section 4.3(b) shall apply to such registration.

4.6 Expenses . All Registration Expenses incurred in connection with any registration pursuant to Sections 4.3 , 4.4 or 4.5 (but excluding Selling Expenses) shall be borne by the Company. Each Holder participating in a registration pursuant to Sections 4.3 , 4.4 or 4.5 shall bear such Holder’s proportionate share (based on the total number of shares sold in such registration other than for the account of the Company) of all Selling Expenses or other amounts payable to underwriter(s) or brokers, in connection with such offering by the Holders. Notwithstanding the foregoing, the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 4.3 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered, unless the Holders of a majority of the Registrable Securities then outstanding agree that such registration constitutes the use by the Holders of one (1) demand registration pursuant to Section 4.3 (in which case such registration shall also constitute the use by all Holders of one (1) such demand registration); provided further, however , that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business, or prospects of the Company not known to the Holders at the time of their request for such registration and have withdrawn their request for registration with reasonable promptness after learning of such material adverse change, then the Holders shall not be required to pay any of such expenses and such registration shall not constitute the use of a demand registration pursuant to Section 4.3 .

4.7 Obligations of the Company . Whenever required to effect the registration of any Registrable Securities under this Agreement the Company shall, as expeditiously as reasonably possible:

(a) Registration Statement . Prepare and file with the SEC a registration statement with respect to such Registrable Securities and use its best efforts to cause such registration statement to become effective, and, upon the request of the Holders of a majority of the Registrable Securities registered thereunder, keep such registration statement effective for a period of up to ninety (90) days; provided , however , that (i) such ninety (90) day period shall be extended for a period of time equal to the period any Holder refrains from selling any securities included in such registration at the request of the underwriter(s), and (ii) in the case of any registration of Registrable Securities on Form F-3 which are intended to be offered on a continuous or delayed basis, such ninety (90) day period shall be extended, if necessary, to keep the registration statement effective until all such Registrable Securities are sold.

(b) Amendments and Supplements . Prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement.

(c) Prospectuses . Furnish to the Holders such number of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of the Registrable Securities owned by them that are included in such registration.

(d) Blue Sky . Use its best efforts to register and qualify the securities covered by such registration statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the Holders.

(e) Underwriting . In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement in usual and customary form, with the managing underwriter(s) of such offering.

(f) Notification . Notify each Holder of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of (i) the issuance of any stop order by the SEC in respect of such registration statement, or (ii) the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing.

(g) Opinion and Comfort Letter . Furnish, at the request of any Holder requesting registration of Registrable Securities, on the date that such Registrable Securities are delivered to the underwriter(s) for sale, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective, (i) an opinion, dated as of such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering and reasonably satisfactory to a majority in interest of the Holders requesting registration, addressed to the underwriters, if any, and to the Holders requesting registration of the Registrable Securities and (ii) letters dated as of (x) the effective date of the registration statement covering such Registrable Securities and (y) the closing date of the offering from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering and reasonably satisfactory to a majority in interest of the Holders requesting registration, addressed to the underwriters, if any, and to the Holders requesting registration of the Registrable Securities.

4.8 Furnish Information . It shall be a condition precedent to the obligations of the Company to take any action pursuant to Sections 4.3 , 4.4 or 4.5 that the selling Holders shall furnish to the Company such information regarding themselves, the Registrable Securities held by them and the intended method of disposition of such securities as shall be required to timely effect the registration of their Registrable Securities.

4.9 Indemnification . In the event any Registrable Securities are included in a registration statement under Sections 4.3 , 4.4 or 4.5 :

(a) By the Company . To the extent permitted by law, the Company will indemnify and hold harmless each Holder, its partners, officers, directors, legal counsel, any underwriter (as defined in the Securities Act) for such Holder and each Person, if any, who controls such Holder or underwriter within the meaning of the Securities Act or the Exchange Act, against any losses, claims, damages, or liabilities (joint or several) to which they may become subject under the Securities Act, the Exchange Act, or other United States federal or state law, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively a “ Violation ”):

(i) any untrue statement or alleged untrue statement of a material fact contained in such registration statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto;

(ii) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading; or

(iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any United States federal or state securities law, or any rule or regulation promulgated under the Securities Act, the Exchange Act, or any United States federal or state securities law in connection with the offering covered by such registration statement;

and the Company will reimburse each such Holder, its partner, officer, director, legal counsel, underwriter or controlling Person for any legal or other expenses reasonably incurred by them, as incurred, in connection with investigating or defending any such loss, claim, damage, liability or action; provided , however , that the indemnity agreement contained in this Section 4.9(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld), nor shall the Company be liable in any such case for any such loss, claim, damage, liability or action to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by such Holder, partner, officer, director, legal counsel, underwriter or controlling Person of such Holder.

(b) By Selling Holders . To the extent permitted by law, each selling Holder will, if Registrable Securities held by such Holder are included in the securities as to which such registration qualifications or compliance is being effected, indemnify and hold harmless the Company, each of its directors, each of its officers who has signed the registration statement, its legal counsel, each Person, if any, who controls the Company within the meaning of the Securities Act, any underwriter and any other Holder selling securities under such registration statement or any of such other Holder’s partners, directors, officers, legal counsel or any Person who controls such Holder within the meaning of the Securities Act or the Exchange Act, against any losses, claims, damages or liabilities (joint or several) to which the Company or any such director, officer, legal counsel, controlling Person, underwriter or other such Holder, partner, director, officer, legal counsel or controlling Person of such other Holder may become subject under the Securities Act, the Exchange Act or other United States federal or state law, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by such Holder expressly for use in connection with such registration; and each such Holder will reimburse any legal or other expenses reasonably incurred by the Company or any such director, officer, legal counsel, controlling Person, underwriter or other Holder, partner, officer, director, legal counsel or controlling Person of such other Holder in connection with investigating or defending any such loss, claim, damage, liability or action; provided , however , that the indemnity agreement contained in this Section 4.9(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of such Holder, which consent shall not be unreasonably withheld; and provided , further, that in no event shall any indemnity under this Section 4.9(b) exceed the net proceeds received by such Holder in the registered offering out of which the applicable Violation arises.

(c) Notice . Promptly after receipt by an indemnified party under this Section 4.9 of notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 4.9 , deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided , however , that an indemnified party shall have the right to retain its own counsel, with the fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential conflict of interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall relieve such indemnifying party of liability to the indemnified party under this Section 4.9 to the extent the indemnifying party is prejudiced as a result thereof, but the omission to so deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 4.9 .

(d) Contribution . In order to provide for just and equitable contribution to joint liability under the Securities Act in any case in which either (i) any indemnified party makes a claim for indemnification pursuant to this Section 4.9 but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this Section 4.9 provides for indemnification in such case, or (ii) contribution under the Securities Act may be required on the part of any indemnified party in circumstances for which indemnification is provided under this Section 4.9 ; then, and in each such case, the indemnified party and the indemnifying party will contribute to the aggregate losses, claims, damages or liabilities to which they may be subject (after contribution from others) in such proportion so that a Holder (together with its related Persons) is responsible for the portion represented by the percentage that the public offering price of its Registrable Securities offered by and sold under the registration statement bears to the public offering price of all securities offered by and sold under such registration statement, and the Company and other selling Holders are responsible for the remaining portion. The relative fault of the indemnifying party and of the indemnified party shall be determined by a court of law by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission; provided , however , that, in any such case: (A) no Holder will be required to contribute any amount in excess of the net proceeds to such Holder from the sale of all such Registrable Securities offered and sold by such Holder pursuant to such registration statement; and (B) no Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

(e) Survival; Consents to Judgments and Settlements . The obligations of the Company and Holders under this Section 4.9 shall survive the completion of any offering of Registrable Securities in a registration statement, regardless of the expiration of any statutes of limitation or extensions of such statutes. No indemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.

4.10 Termination of the Company’s Obligations . The Company’s obligations under Sections 4.3 , 4.4 and 4.5 with respect to any Registrable Securities proposed to be sold by a Holder in a registration pursuant to Sections 4.3 , 4.4 and 4.5 shall terminate on the fifth (5 th ) anniversary of the closing of a Qualified IPO, or, if, in the opinion of counsel to the Company, all such Registrable Securities proposed to be sold by a Holder may then be sold without registration in any ninety (90) day period pursuant to Rule 144 promulgated under the Securities Act.

4.11 No Registration Rights to Third Parties . Without the prior written consent of the Holders of a majority of the Registrable Securities then outstanding, the Company covenants and agrees that it shall not grant, or cause or permit to be created, for the benefit of any Person any registration rights of any kind (whether similar to the demand, “piggyback” or Form F-3 registration rights described in this Section 4 , or otherwise) relating to any securities of the Company. In any event, if the Company grants to any holder of the Company’s security any registration right of any nature that are superior to the Holders, as determined in good faith by the Board, the Company shall grant such superior registration right to the Holders as well.

4.12 Market Stand-Off . Each holder of Ordinary Shares and each Holder agree that, so long as it holds any voting securities of the Company, upon request by the Company or the underwriters managing the initial public offering of the Company’s securities, it will not sell or otherwise transfer or dispose of any securities of the Company (other than those permitted to be included in the registration and other transfers to Affiliates permitted by law or to other Affiliates who agree to be similarly bound) without the prior written consent of the Company or such underwriters, as the case may be, for a period of time specified by the representative of the underwriters not to exceed one hundred and eighty (180) days from the effective date of the registration statement covering such initial public offering or the pricing date of such offering as may be requested by the underwriters (whichever is later). The foregoing provision of this Section 4.12 shall not apply to the sale of any securities of the Company to an underwriter pursuant to any underwriting agreement, and shall only be applicable to the Holders if all officers, directors and holders of one percent (1%) or more of the Company’s outstanding share capital enter into similar agreements with same terms and conditions as described in this Section 4.12 , and if the Company or any underwriter releases any officer, director or holder of one percent (1%) or more of the Company’s outstanding share capital from his or her sale restrictions so undertaken, then each Holder shall be notified prior to such release and shall itself be simultaneously released to the same proportional extent. Each Shareholder of the Company shall take all steps consistent with the requirements of any applicable law to minimize lockup restrictions of the Preferred Shares (or the Conversion Shares). The Company shall require all future acquirers of the Company’s securities holding at least one percent (1%) of the then outstanding share capital of the Company to execute prior to a Qualified IPO a market stand-off agreement containing substantially similar provisions as those contained in this Section 4.12 .

4.13 Rule 144 Reporting . With a view to making available to the Holders the benefits of certain rules and regulations of the SEC which may at any time permit the sale of the Registrable Securities to the public without registration or pursuant to a registration on Form F-3, after such time as a public market exists for the Ordinary Shares, the Company agrees to:

(a) Make and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Act, at all times after the effective date of the first registration under the Securities Act filed by the Company for an offering of its securities to the general public;

(b) File with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements); and

(c) So long as a Holder owns any Registrable Securities, to furnish to such Holder forthwith upon request (i) a written statement by the Company as to its compliance with the reporting requirements of Rule 144 (at any time after ninety (90) days after the effective date of the Company’s initial public offering), the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), or its qualification as a registrant whose securities may be resold pursuant to Form F-3 (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company, and (iii) such other reports and documents of the Company as a Holder may reasonably request in availing itself of any rule or regulation of the SEC that permits the selling of any such securities without registration or pursuant to Form F-3.

5. RIGHT OF PARTICIPATION

5.1 General . Each Preferred Shareholder (each a “ Participation Rights Holder ”) shall have the right of first refusal to participate in the subscription of any New Securities that the Company may from time to time issue after the date of this Agreement (the “ Right of Participation ”) in accordance with this Section 5 .

5.2 Procedures .

(a) First Participation Notice . In the event that the Company proposes to undertake an issuance of New Securities (in a single transaction or a series of related transactions), it shall give to each Participation Rights Holder written notice of its intention to issue New Securities (the “ First Participation Notice ”), describing the amount and type of New Securities, the price and the general terms upon which the Company proposes to issue such New Securities. Each Participation Rights Holder shall have ten (10) Business Days from the date of receipt of any such First Participation Notice to agree in writing to purchase such Participation Rights Holder’s pro rata share of such New Securities for the price and upon the terms and conditions specified in the First Participation Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not exceeding such Participation Rights Holder’s pro rata share). If any Participation Rights Holder fails to so agree in writing within such ten (10) Business Day period, then such Participation Rights Holder shall be deemed to have forfeited the right hereunder to purchase that part of its pro rata share of such New Securities that it did not agree to purchase. For purposes of this Section 5 , “ pro rata share ” of a Participation Rights Holder for purposes of the Right of Participation is the ratio of (a) the number of Ordinary Shares (calculated on a fully-diluted and as-converted basis) held by such Participation Rights Holder, to (b) the total number of Ordinary Shares (calculated on a fully-diluted and as-converted basis) held by all Participation Rights Holders immediately prior to the issuance of New Securities giving rise to the Right of Participation.

(b) Second Participation Notice; Oversubscription . If any Participation Rights Holder fails or declines to exercise its Right of Participation in accordance with subsection (a) above, the Company shall promptly give notice (the “ Second Participation Notice ”) to other Participation Rights Holders who fully exercised their Right of Participation (the “ Right Participants ”) in accordance with subsection (a) above. Each Right Participant shall have five (5) Business Days from the date of the Second Participation Notice (the “ Second Participation Period ”) to notify the Company of its desire to purchase more than its pro rata share of the New Securities, stating the number of the additional New Securities it proposes to buy (the “ Additional Number ”). Such notice may be made by telephone if confirmed in writing within two (2) Business Days. If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each oversubscribing Right Participant will be cut back by the Company with respect to its oversubscription to that number of remaining New Securities equal to the lesser of (x) the Additional Number and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of Ordinary Shares (calculated on a fully-diluted and as-converted basis) held by such oversubscribing Right Participant and the denominator of which is the total number of Ordinary Shares (calculated on a fully-diluted and as-converted basis) held by all the oversubscribing Right Participants. Each Right Participant shall be obligated to buy such number of New Securities as determined by the Company pursuant to this Section 5.2 and the Company shall so notify the Right Participants within fifteen (15) Business Days following the date of the Second Participation Notice.

(c) Failure to Exercise . Upon the expiration of the Second Participation Period and to the extent that not all New Securities have been subscribed for by the Participation Rights Holders, or in the event no Participation Rights Holder exercises the Right of Participation within ten (10) Business Days following the issuance of the First Participation Notice, the Company shall have one hundred and twenty (120) days thereafter to sell the New Securities described in the First Participation Notice (the portion to which the Right of Participation hereunder were not exercised) at the same or higher price and upon non-price terms not materially more favorable to the purchasers thereof than specified in the First Participation Notice; provided that each of the purchasers shall execute a joinder agreement in the form attached hereto as Exhibit A . In the event that the Company has not issued and sold such New Securities within such one hundred and twenty (120) day period, then the Company shall not thereafter issue or sell any New Securities without again first offering such New Securities to the Participation Rights Holders pursuant to this Section 5 .

5.3 Termination . The Right of Participation shall terminate upon the closing of a Qualified IPO.

6. TRANSFER RESTRICTIONS

6.1 Consent Required for Transfers . None of the holders of Ordinary Shares (other than Ordinary Shares issued or issuable upon conversion of the Preferred Shares) may, directly or indirectly, transfer, sell or pledge or otherwise dispose of or permit the transfer, sale, pledge, or other disposition of (each such disposition, a “ Transfer ”), any Equity Securities of the Company to one or more third parties prior to the closing of a Qualified IPO without the prior written consent of holders of at least two-thirds (2/3) of the issued and outstanding Series A Preferred Shares. For the avoidance of doubt, “ third parties ” for purposes of this Section 6 does not include the other Shareholders.

6.2 Sale of Equity Securities; Notice of Sale . Subject to other provisions under this Section 6 (including Section 6.1 ), if any holder of Ordinary Shares (other than Ordinary Shares issued or issuable upon conversion of the Preferred Shares) proposes to Transfer any Equity Securities of the Company to one or more third parties, then such holder (the “ Selling Shareholder ”) shall promptly give written notice (the “ Transfer Notice ”) to each Preferred Shareholder and the Company prior to such Transfer. The Transfer Notice shall describe in reasonable detail the proposed Transfer including (i) the number of Equity Securities to be Transferred (the “ Offered Shares ”), (ii) the nature of such Transfer, (iii) the consideration to be paid, and (iv) the identity of the prospective transferee(s). The Transfer Notice shall certify that such Selling Shareholder has received a firm offer from the prospective transferee(s) and in good faith believes a binding agreement for the Transfer is obtainable on the terms set forth in the Transfer Notice. The Transfer Notice shall also include a copy of any written proposal, term sheet or letter of intent or other agreement relating to the proposed Transfer.

6.3 Right of First Refusal and Right of Co-Sale .

(a) Company’s Option to Purchase .

(i) The Company shall have the right, upon notice to the Selling Shareholder at any time within ten (10) Business Days after receipt of the Transfer Notice (the “ Company Purchase Right Period ”), to purchase all or any portion of the Offered Shares upon the same terms and conditions as set forth in the Transfer Notice (“ Company Right of First Refusal ”), and the Selling Shareholder shall, upon receipt of the notice of purchase from the Company, sell the Offered Shares to the Company pursuant to such terms. If the Company gives the Selling Shareholder notice that it desires to purchase such Offered Shares, then payment for the Offered Shares shall be by check or wire transfer, against allotment of the Offered Shares to be purchased, at a place agreed upon between the Company and the Selling Shareholder and at the time of the scheduled closing therefor, which shall be no later than thirty (30) Business Days after the Selling Shareholder’s receipt of the Company’s notice of purchase. Upon completion of the Transfer of the Offered Shares to the Company pursuant to this Section 6.3(a)(i) , the Company shall procure that the Offered Shares are forthwith cancelled.

(b) Preferred Shareholders’ Option to Purchase .

(i) Each Preferred Shareholder who notifies such Selling Shareholder in writing within ten (10) Business Days (the “ Purchase Period ”) after receipt of the Secondary Transfer Notice (each such Preferred Shareholder, a “ Purchasing Holder ”) shall have the right, exercisable upon such written notice to the Selling Shareholder (the “ Purchase and Co-Sale Notice ”), to purchase up to its pro rata share of the Remaining Shares plus up to its pro rata share of any remaining Offered Shares not purchased by the Company and any other Preferred Shareholder (the “ Additional Remaining Shares ”) on the same terms and conditions as set forth in the Transfer Notice. For avoidance of doubt, any Preferred Shareholder who fails to so notify within ten (10) Business Days after receipt of the Secondary Transfer Notice should be deemed to have forfeited the right hereunder to purchase any Offered Shares. The Purchase and Co-Sale Notice shall state (A) whether the Preferred Shareholder desires to purchase up to its pro rata share of the Remaining Shares, (B) whether the Preferred Shareholder desires to purchase the maximum amount of its pro rata share of the Additional Remaining Shares, and (C) whether the Preferred Shareholder elects not to purchase any of the Offered Shares but wishes to sell a portion of the securities held by such Preferred Shareholder pursuant to Section 6.3(c) of this Agreement and the number of Equity Securities to be sold (subject to Section 6.3(c)(ii) ). A Preferred Shareholder has the option either to purchase or to sell under this Section 6 and such right shall not be construed as an option to both purchase and sell with respect to the same Transfer.

(ii) Each Purchasing Holder who sets forth in the Purchase and Co-Sale Notice a desire to purchase the maximum amount of Remaining Shares available shall be entitled to purchase its pro rata share of the Additional Remaining Shares.

(iii) For purposes of this Section 6.3(b) , each Preferred Shareholder’s pro rata share shall be equal to a fraction, the numerator of which is the number of Ordinary Shares held by such Preferred Shareholder (on an as-converted basis) and the denominator of which is the total number of Ordinary Shares held by all Preferred Shareholders (on an as-converted basis) calculated immediately prior to the time of the purchase hereunder from the Selling Shareholder, provided, however , that with respect to the Additional Remaining Shares, the denominator shall be total number of Ordinary Shares held by all Purchasing Holders that are purchasing the Additional Remaining Shares (on an as-converted basis).

(iv) In the event the consideration for the Offered Shares specified in a Second Transfer Notice is payable in property other than cash and the Selling Shareholder and the Preferred Shareholders who wish to purchase the Offered Shares under Section 6.3(b) (acting together), cannot agree on the cash value of such property within ten (10) days after the receipt of the Second Transfer Notice, the value of such property shall be determined by an appraiser of recognized standing selected jointly by the Selling Shareholder and such Preferred Shareholders (acting together). If they cannot agree on an appraiser within twenty (20) days after receipt of the Second Transfer Notice by such Preferred Shareholders, within a further five-day period, the Selling Shareholder and such Preferred Shareholders (acting together), shall each select an appraiser of recognized standing and the two appraisers shall designate a third appraiser of recognized standing to determine the value of such property. The value of such property shall be determined by the appraiser selected pursuant to this Section 6.3(b)(iv) within one (1) month from its appointment, and such determination shall be final and binding on the Selling Shareholder and such Preferred Shareholders. The cost of such appraisal shall be shared equally by the Selling Shareholder, on the one hand, and such Preferred Shareholder, on the other hand (each Preferred Shareholder shall pay its pro rata portion of such costs based on the number of Offered Shares acquired by each such Preferred Shareholder). If the Purchase Period has expired but still no determination of the value of the consideration for the Offered Shares offered by the Selling Shareholder, then such Purchase Period shall be extended to the fifth (5 th ) Business Day after such valuation shall have been determined to be final and binding pursuant to this Section 6.3(b)(iv) .

(i) Following the expiration of the Purchase Period, each Preferred Shareholder who previously notified the Selling Shareholder in the Purchase and Co-Sale Notice of such Preferred Shareholder’s desire to sell a portion of its shares with the Selling Shareholder (such Preferred Shareholder, a “ Co-Sale Participant ”) shall have the right to participate in the sale of any Offered Shares that were not purchased by the Company and the Preferred Shareholders pursuant to Sections6.3(a) and (b) (the “ Residual Shares ”), on the same terms and conditions as specified in the Transfer Notice. To the extent one or more Preferred Shareholders exercise such right of co-sale in accordance with the terms and conditions set forth below, the number of Offered Shares that the Selling Shareholder may sell in the Transfer shall be correspondingly reduced. For avoidance of doubt, the total number of Offered Shares should remain the same as which is specified in the Transfer Notice even if any Co-Sale Participant elects to exercise its right hereunder to participate in the sale of any Offered Shares.

(i) the series and number of securities of the Company which such Co-Sale Participant elects to sell;

(ii) a number of Preferred Shares which are at such time convertible into the number of Ordinary Shares which such Co-Sale Participant elects to sell; provided , however , that if the prospective purchaser objects to the allotment of Preferred Shares in lieu of Ordinary Shares, such Co-Sale Participant shall first convert such Preferred Shares into Ordinary Shares and deliver Ordinary Shares as provided in this Section 6.3(d) and the Company shall make any such conversion concurrent with the actual transfer of such shares to the purchaser and contingent upon such Transfer; or

(iii) a combination of the above.

(e) Payment . The instrument of transfer and share certificate(s) that the Co-Sale Participant delivers to such Selling Shareholder pursuant to Section 6.3(d) shall be transferred to the prospective purchaser in consummation of the sale of the Residual Shares pursuant to the terms and conditions specified in the Transfer Notice, and such Selling Shareholder shall concurrently therewith remit to such Co-Sale Participant that portion of the sale proceeds to which such Co-Sale Participant is entitled by reason of its participation in such sale. To the extent that any prospective purchaser or purchasers prohibit(s) such assignment or otherwise refuse(s) to purchase shares or other securities from a Co-Sale Participant exercising its rights of co-sale hereunder, such Selling Shareholder shall not sell to such prospective purchaser or purchasers any Equity Securities unless and until, simultaneously with such sale, such Selling Shareholder shall purchase such shares or other securities from such Co-Sale Participant for the same consideration and on the same terms and conditions as the proposed Transfer described in the Transfer Notice. The Company shall, upon surrendering of the instrument of transfer and share certificate(s) for the Preferred Shares or Ordinary Shares being transferred as provided above, make proper entries in the register of members of the Company and cancel the surrendered certificates and issue any new certificates in the name of the prospective purchaser or the Selling Shareholder, as the case may be, as necessary to consummate the transactions in connection with the exercise by the Co-Sale Participants of their co-sale rights under this Section 6.3 .

6.4 Non-Exercise of Rights . To the extent that the Company and the Preferred Shareholder have not exercised their rights to purchase all of a Selling Shareholder’s Offered Shares, such Selling Shareholder together with any Co-Sale Participant shall have a period of sixty (60) days from the expiration of such rights in which to sell any remaining Offered Shares, upon terms and conditions (including the purchase price) no more favorable to the purchaser than those specified in the Transfer Notice, to the third party transferee(s) identified in the Transfer Notice. The third-party transferee(s) shall, as a condition to the effectiveness of Transfer of the Residual Shares, furnish the Company and the Preferred Shareholders with a joinder agreement in the form attached hereto as Exhibit A . In the event a Selling Shareholder does not consummate the sale or disposition of the Residual Shares within the sixty-day period from the expiration of these rights, the Preferred Shareholders’ rights under this Section 6 shall continue to be applicable to any subsequent disposition of the Equity Securities by such Selling Shareholder. Furthermore, the exercise or non-exercise by the Preferred Shareholders to purchase Offered Shares from such Selling Shareholder shall not adversely affect the Preferred Shareholders’ rights to make subsequent purchases from any Selling Shareholder of the Equity Securities to be transferred. Any proposed Transfer on terms and conditions different from those described in the Transfer Notice, as well as any subsequent proposed Transfer of any of the Selling Shareholders’ shares shall again be subject to the right of the Preferred Shareholders under this Section 6 and shall require compliance by the relevant Selling Shareholder with the procedures described in this Section 6 .

6.5 Exempt Transfers . Notwithstanding anything to the contrary contained herein, the right of first refusal of the Company, and the right of first refusal and co-sale rights of the Preferred Shareholders shall not apply to (a) any Transfer or Transfers made pursuant to Section 7 below, (b) any sale or Transfer of Ordinary Shares to the Company pursuant to a repurchase right in the event of a termination of employment or consulting relationship or pursuant to the terms of the ESOP; (c) any Transfer of Equity Securities by a holder of Ordinary Shares to his spouse, children or parents (the “ Shareholder Family ”), trustee of any trust in which the sole beneficiaries are members of the Shareholder Family, or an entity one hundred percent (100%) owned by members of the Shareholder Family; and (d) any Transfer of Equity Securities by a Preferred Shareholder (including any Ordinary Shares issued or issuable upon conversion of the Preferred Shares); provided however , each transferee shall execute a joinder agreement in the form attached hereto as Exhibit A and deliver a copy to the Company prior to or concurrently with such Transfer.

6.6 No Circumvention .

(a) Each Party agrees that it shall not avoid the transfer restrictions set forth in this Section 6 by Transfer of the Equity Securities of itself or its interest in any Person(s) through which it indirectly holds interests in the Company.

(b) Any attempt by a Party to Transfer any Equity Securities in violation of this Section 6 shall be void and the Company shall not effect such a Transfer nor will it treat any alleged transferee as the holder of such Equity Securities.

6.7 Legend .

(a) Each certificate representing the Ordinary Shares shall be endorsed with the following legend:

(b) Each Party agrees that the Company may instruct its transfer agent to impose transfer restrictions on the shares represented by certificates bearing the legend referred to in Section 6.7(a) above to enforce the provisions of this Agreement and the Company agrees to promptly do so. The legend shall be removed upon termination of the provisions of this Section 6 .

6.8 Term . The provisions under this Section 6 shall terminate upon the closing of a Qualified IPO.

7. DRAG ALONG .

7.1 Drag-Along Rights .

(a) If holders of a majority of the Preferred Shares exercise their redemption right set forth in Article 8.4 of the Restated Articles, and the Redemption Closing does not occur within six (6) months from the date that the Company receives the redemption request due to no fault on the part of such holders exercising their redemption right, then such holders of a majority of the Preferred Shares (the “ Drag-Along Shareholders ”) shall have the right to effect a Trade Sale at a purchase price per Ordinary Share (on an as-converted basis) of no less than one hundred and twenty percent (120%) of the then effective Series D Conversion Price (a “ Drag-Along Sale ”) pursuant to the terms of this Section 7 .

7.2 Representation and Undertaking .

(b) Each of the Dragged Shareholders undertakes to obtain all consents, permits, approvals, orders, authorizations or registrations, qualifications, designations, declarations or filings with any Governmental Authority or any third party, which are required to be obtained or made in connection with the Drag-Along Sale.

7.3 Drag-Along Notice . Prior to making any Drag-Along Sale in which the Drag-Along Shareholders wish to exercise their rights under this Section 7 , the Drag-Along Shareholders shall provide the Company and the Dragged Shareholders with written notice (the “ Drag-Along Notice ”) not less than thirty (30) days prior to the proposed date of the Drag-Along Sale (the “ Drag-Along Sale Date ”). The Drag-Along Notice shall set forth: (i) the name and address of the proposed purchasers; (ii) the proposed amount and form of consideration to be paid, and the terms and conditions of payment offered by each of the purchasers; (iii) the Drag-Along Sale Date; (iv) the number of shares held of record by the Drag-Along Shareholders on the date of the Drag-Along Notice which form the subject to be transferred, sold or otherwise disposed of by the Drag-Along Shareholders; (v) the nature and the structure of the Drag-Along Sale, and (vi) the number of shares of the Dragged Shareholders to be included in the Drag-Along Sale (if any).

7.4 Transfer Certificate . On the Drag-Along Sale Date, to the extent the Drag-Along Sale is structured as an equity transfer transaction, each of Drag-Along Shareholders and the Dragged Shareholders shall each deliver or cause to be delivered an instrument of transfer and a certificate or certificates evidencing its Equity Securities to be included in the Drag-Along Sale, duly endorsed for transfer, to such third party purchasers in the manner and at the address indicated in the Drag-Along Notice.

7.5 Payment . If the Drag-Along Shareholders or the Dragged Shareholders receive the purchase price for their shares or such purchase price is made available to them as part of a Drag-Along Sale, to the extent the Drag-Along Sale is structured as an equity transfer transaction, and, in either case they fail to deliver instrument of transfer and certificates evidencing their shares as described in this Section 7 , they shall for all purposes be deemed no longer to be a Shareholder of the Company (with the register of members of the Company updated to reflect such status), shall have no voting rights, shall not be entitled to any dividends or other distributions with respect to any shares held by them, shall have no other rights or privileges as a Shareholder of the Company. In addition, the Company shall stop any subsequent transfer of any such shares held by such Shareholders.

7.6 Term . The provisions under this Section 7 shall terminate upon the closing of a Qualified IPO.

8. PROTECTIVE PROVISIONS

8.1 Acts Requiring Approval of Preferred Shares . Subject to applicable Laws and the provisions in Section 8.2, in addition to such other limitations as may be provided in the Restated Articles, so long as any Series A Preferred Shares remain issued and outstanding, the Group Companies shall not, and each of the Ordinary Shareholders shall procure the Group Companies not to, either directly or by amendment of the Restated Articles, merger, consolidation, or otherwise, whether in a single transaction or a series of related transactions, take any of the following acts, without the prior written consent of (i) the Series A Director, if the approval from the Board is required, or (ii) holders of at least a majority of the issued and outstanding Series A Preferred Shares (the “ Series A Majority ”), voting as a single class on an as-converted basis, if the approval from the Shareholders is required:

(b) any amendment, alteration, or repeal of any provision of the Restated Articles or other constitutional documents or any waiver given thereunder, and any amendment or change of the rights, preferences or privileges of, or the restrictions provided for the benefit of, any Preferred Shares;

(f) any increase or decrease of the authorized size of the Board;

(g) the approval of or consent to any reorganization, Liquidation Event (as defined in the Restated Articles) or any filing by or against any Group Company for the appointment of a receiver, administrator or other form of external manager, or the winding up, liquidation, bankruptcy or insolvency of any Group Company;

(i) the declaration, setting aside and/or payment of any dividends or other distributions on any securities of the Company, or the adoption of or any change to the dividend policy;

(k) any change in the equity ownership of any Domestic Company or termination of, or any amendment to, or waiver under the Control Documents; and

(l) any agreement or commitment to do any of the foregoing.

8.2 Notwithstanding the provisions under Section 8.1 , so long as any Series B Preferred Shares remain issued and outstanding, the Company shall not, and each of the Preferred Shareholders (other than the holders of Series B Preferred Shares) and the Ordinary Shareholders shall procure the Company not to, either directly or indirectly or by amendment of the Restated Articles or otherwise, (i) take any acts that will adversely affect the rights of the holders of the Series B Preferred Shares in a manner disproportionate to any adverse effect such acts would have on the rights of the holders of the other Preferred Shares, (ii) issue any additional Series B Preferred Shares, or (iii) incur any indebtedness or guarantees of indebtedness (except expenses that may be incurred during the ordinary course of business consistent with past practices), without the prior written consent of holders of at least a majority of the issued and outstanding Series B Preferred Shares, voting as a single class on an as-converted basis. For the avoidance of doubt, any act that authorizes, creates or issues any securities of any class or series, or other securities of whatever description (except any Series B Preferred Shares pursuant to (ii) above), in the Company shall not be deemed as an act that requires the prior written consent of holders of the Series B Preferred Shares.

8.3 Notwithstanding the provisions under Section 8.1 , so long as any Series C Preferred Shares remain issued and outstanding, the Company shall not, and each of the Preferred Shareholders (other than the holders of Series C Preferred Shares) and the Ordinary Shareholders shall procure the Company not to, either directly or indirectly or by amendment of the Restated Articles or otherwise, (i) take any acts that will adversely affect the rights of the holders of the Series C Preferred Shares in a manner disproportionate to any adverse effect such acts would have on the rights of the holders of the other Preferred Shares, (ii) issue any additional Series C Preferred Shares, or (iii) incur any indebtedness or guarantees of indebtedness (except expenses that may be incurred during the ordinary course of business consistent with past practices), without the prior written consent of holders of at least a majority of the issued and outstanding Series C Preferred Shares, voting as a single class on an as-converted basis. For the avoidance of doubt, any act that authorizes, creates or issues any securities of any class or series, or other securities of whatever description (except any Series C Preferred Shares pursuant to (ii) above), in the Company shall not be deemed as an act that requires the prior written consent of holders of the Series C Preferred Shares.

8.4 Notwithstanding the provisions under Section 8.1 , so long as any Series D Preferred Shares remain issued and outstanding, the Company shall not, and each of the Preferred Shareholders (other than the holders of Series D Preferred Shares) and the Ordinary Shareholders shall procure the Company not to, either directly or indirectly or by amendment of the Restated Articles or otherwise, (i) take any acts that will adversely affect the rights of the holders of the Series D Preferred Shares in a manner disproportionate to any adverse effect such acts would have on the rights of the holders of the other Preferred Shares, (ii) issue any additional Series D Preferred Shares, or (iii) incur any indebtedness or guarantees of indebtedness (except expenses that may be incurred during the ordinary course of business consistent with past practices), without the prior written consent of holders of at least a majority of the issued and outstanding Series D Preferred Shares, voting as a single class on an as-converted basis. For the avoidance of doubt, any act that authorizes, creates or issues any securities of any class or series, or other securities of whatever description (except any Series D Preferred Shares pursuant to (ii) above), in the Company shall not be deemed as an act that requires the prior written consent of holders of the Series D Preferred Shares.

8.5 Notwithstanding the provisions under Section 8.1 , so long as any Series E Preferred Shares remain issued and outstanding, the Company shall not, and each of the Preferred Shareholders (other than the holders of Series E Preferred Shares) and the Ordinary Shareholders shall procure the Company not to, either directly or indirectly or by amendment of the Restated Articles or otherwise, (i) take any acts that will adversely affect the rights of the holders of the Series E Preferred Shares in a manner disproportionate to any adverse effect such acts would have on the rights of the holders of the other Preferred Shares, (ii) issue any additional Series E Preferred Shares, or (iii) incur any indebtedness or guarantees of indebtedness (except expenses that may be incurred during the ordinary course of business consistent with past practices), without the prior written consent of holders of at least a majority of the issued and outstanding Series E Preferred Shares, voting as a single class on an as-converted basis. For the avoidance of doubt, any act that authorizes, creates or issues any securities of any class or series, or other securities of whatever description (except any Series E Preferred Shares pursuant to (ii) above), in the Company shall not be deemed as an act that requires the prior written consent of holders of the Series E Preferred Shares.

9. GENERAL PROVISIONS

9.1 Liquidation Event . The Shareholders agree and acknowledge that Article36.3 of the Restated Articles provides for the voluntary winding up of the Company on the occurrence of a Liquidation Event (as defined in the Restated Articles). On the occurrence of a Liquidation Event, the Shareholders undertake to vote their Shares to place the Company into voluntary liquidation.

9.2 Governing Law . This Agreement shall be governed by and construed exclusively in accordance with the Laws of Hong Kong without giving effect to any choice of law rule that would cause the application of the Laws of any jurisdiction other than the Laws of Hong Kong to the rights and duties of the Parties hereunder.

9.3 Successors and Assigns . Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the Parties. This Agreement and the rights and obligations therein may not be assigned by any Party without the written consent of the other Parties, provided that the Purchasers may assign any or all of their rights and obligations hereunder to their respective Affiliates.

9.4 Entire Agreement . This Agreement and the other Transaction Documents, including the schedules and exhibits hereto and thereto, which are hereby expressly incorporated herein by this reference, constitute the entire understanding and agreement among the Parties with regard to the subjects hereof and thereof.

9.5 Notices . Except as may be otherwise provided herein, all notices, requests, waivers and other communications made pursuant to this Agreement shall be in writing and shall be conclusively deemed to have been duly given (a) when hand delivered to the other Parties, upon delivery; (b) when sent by facsimile at the number set forth in Schedule D , upon receipt of confirmation of error-free transmission; (c) seven (7) Business Days after deposit in the mail as air mail or certified mail, receipt requested, postage prepaid and addressed to the other Parties as set forth in Schedule D ; or (d) three (3) Business Days after deposit with an overnight delivery service, postage prepaid, addressed to the Parties as set forth in Schedule D with next business-day delivery guaranteed, provided that the sending Party receives a confirmation of delivery from the delivery service provider. Each Party making a communication hereunder by facsimile shall promptly confirm by telephone to the Party to whom such communication was addressed each communication made by it by facsimile pursuant hereto but the absence of such confirmation shall not affect the validity of any such communication. A Party may change or supplement the addresses given above, or designate additional addresses, for purposes of this Section 9.5 by giving, the other Parties written notice of the new address in the manner set forth above.

9.6 Amendments . Any term of this Agreement may be amended only with the written consents of the Company and the holders of the issued and outstanding Preferred Shares pursuant to Sections 8.1 and 8.2 (where applicable). Any amendment effected in accordance with this Section 9.6 shall be binding upon each Party hereto and their respective successors; provided that Company shall promptly give written notice thereof to any Party hereto that has not consented to such amendment.

9.7 Delays or Omissions; Waivers . No delay or omission to exercise any right, power or remedy accruing to any Party, upon any breach or default of any Party under this Agreement, shall impair any such right, power or remedy of such Party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of any similar breach of default thereafter occurring, or any waiver of any other breach or default theretofore or thereafter occurring. Any waiver by any Party of any condition or breach of default under this Agreement must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement or by Laws or otherwise afforded to any Party shall be cumulative and not alternative.

9.8 Interpretation; Titles and Subtitles . This Agreement shall be construed according to its fair language. The rule of construction to the effect that ambiguities are to be resolved against the drafting Party shall not be employed in interpreting this Agreement. The titles of the sections and subsections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement. Unless otherwise expressly provided herein, all references to sections and schedules herein are to sections and schedules of this Agreement. Unless a provision hereof expressly provides otherwise: (a) the term “or” is not exclusive; (b) the terms “herein”, “hereof”, and other similar words refer to this Agreement as a whole and not to any particular section, subsection, paragraph, clause, or other subdivision; (c) the masculine, feminine, and neuter genders will each be deemed to include the others; and (d) whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.”

9.9 Counterparts; Effectiveness . This Agreement may be executed in any number of counterparts (including by facsimile or PDF format), each of which shall be an original, but all of which together shall constitute one instrument. This Agreement shall become effective when each Party shall have signed a counterpart and delivered (including by telecopy or email) to the other Parties.

9.10 Severability . If any provision of this Agreement is found to be invalid or unenforceable, then such provision shall be construed, to the extent feasible, so as to render the provision enforceable and to provide for the consummation of the transactions contemplated hereby on substantially the same terms as originally set forth herein, and if no feasible interpretation would save such provision, it shall be severed from the remainder of this Agreement, which shall remain in full force and effect unless the severed provision is essential to the rights or benefits intended by the Parties. In such event, the Parties shall use best efforts to negotiate, in good faith, a substitute, valid and enforceable provision or agreement which most nearly affects the Parties’ intent in entering into this Agreement.

9.11 Confidentiality and Non-Disclosure .

(a) The terms and conditions of the Transaction Documents (collectively, the “ Financing Terms ”), including their existence, shall be considered strictly confidential information and shall not be disclosed by any of the Parties to any other Person except in accordance with the provisions set forth below.

(b) Notwithstanding the foregoing, each of the Group Companies and the Purchasers, as appropriate, may disclose any of the Financing Terms to their respective Affiliates, directors, employees, investment bankers, lenders, accountants and attorneys on an as-need-to-know basis, in each case only where such Persons are under appropriate nondisclosure obligations.

(c) Each Party to this Agreement hereby acknowledges, affirms and agrees that it shall not and shall procure its Affiliates not to make any announcement or other publicity in connection with the Financing Terms without the consents of other Parties as to its content, form and manner of publication; provided that the Company may make announcement or other publicity in connection with the Financing Terms if such action is necessary for its performance of obligations under the Transaction Documents, in which case the Company shall promptly notify the other Parties hereof and the Parties shall use reasonable efforts to cause a mutually agreeable release or announcement to be issued.

(d) In the event that any Party is requested or becomes legally compelled (including, pursuant to securities Laws) to disclose the existence or content of any of the Financing Terms hereof in contravention of the provisions of this Section 9.11 , such Party (the “ Disclosing Party ”) shall promptly provide the other Parties with written notice of that fact so that such other Parties may seek a protective order, confidential treatment or other appropriate remedy. In such event, the Disclosing Party shall furnish only that portion of the information that is legally required and shall exercise reasonable efforts to obtain reliable assurance that confidential treatment will be given to such information to the extent reasonably requested by the other Parties.

(e) Notwithstanding any other provision of this Section 9.11 , the confidentiality obligations of the Parties shall not apply to: (i) information which a restricted Party learns from a third party having the right to make the disclosure, provided the restricted Party complies with any restrictions imposed by the third party; (ii) information which is in the restricted Party’s possession prior to the time of disclosure by the protected Party and not acquired by the restricted Party under a confidentiality obligation; (iii) information which enters the public domain without breach of confidentiality by the restricted Party; or (iv) disclosures to a Party’s accountants, attorneys or other professional advisors on an as-need-to-know basis so long as they agree to keep such disclosures confidential.

9.12 Further Assurances . Each Party shall from time to time and at all times hereafter uses reasonable efforts to make, do, execute, or cause or procure to be made, done and executed such further acts, deeds, conveyances, consents and assurances without further consideration, which may reasonably be required to effect the transactions contemplated by this Agreement.

9.13 Dispute Resolution . Any dispute, controversy or claim (each, a “ Dispute ”) arising out of or relating to this Agreement, or the interpretation, breach, termination, validity or invalidity thereof, shall be referred to arbitration upon the demand of either party to the dispute with notice (the “ Arbitration Notice ”) to the other. The Dispute shall be settled by arbitration in Hong Kong by the Hong Kong International Arbitration Centre (the “ HKIAC ”) in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “ HKIAC Rules ”) in force at the time when the Arbitration Notice is submitted. There shall be three (3) arbitrators. The complainant and the respondent to such dispute shall each select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration (the “Selection Period”). Such arbitrators shall be freely selected, and the parties shall not be limited in their selection to any prescribed list. The chairman of the HKIAC shall select the third arbitrator. If either party to the arbitration fails to appoint an arbitrator with the Selection Period, the relevant appointment shall be made by the chairman of the HKIAC. The arbitral proceedings shall be conducted in English. To the extent that the HKIAC Rules are in conflict with the provisions of this Section 9.13 , including the provisions concerning the appointment of the arbitrators, this Section 9.13 shall prevail. Each party to the arbitration shall cooperate with each other party to the arbitration in making full disclosure of and providing complete access to all information and documents requested by such other party in connection with such arbitral proceedings, subject only to any confidentiality obligations binding on such party. The award of the arbitral tribunal shall be final and binding upon the parties thereto, and the prevailing party may apply to a court of competent jurisdiction for enforcement of such award. Any party to the Dispute shall be entitled to seek preliminary injunctive relief, if possible, from any court of competent jurisdiction pending the constitution of the arbitral tribunal. During the course of the arbitral tribunal’s adjudication of the Dispute, this Agreement shall continue to be performed except with respect to the part in dispute and under adjudication.

9.14 Prior Agreement . In consideration of the mutual covenants and promises contained herein, each of Parties that are parties to the Prior Agreement confirms and acknowledges that the Prior Agreement shall hereby be terminated in its entirety, and superseded and replaced by this Agreement.

9.15 Prevail over the Restated Articles . If and to the extent that there are inconsistencies between the provisions of this Agreement and those of the Restated Articles, the terms of this Agreement shall prevail with respect to each of the Shareholders of the Company only. The Parties agree to take all actions necessary or advisable, as promptly as practicable after the discovery of such inconsistency, to amend the Restated Articles so as to eliminate such inconsistency to the fullest extent permissible by law.

9.16 Aggregation of Shares . All Preferred Shares or Ordinary Shares held or acquired by Affiliates shall be aggregated together for the purpose of determining the availability of any rights under this Agreement.

9.17 Contracts (Rights of Third Parties) Ordinance . Unless expressly provided to the contrary in this Agreement, a person who is not a Party has no right under the Contracts (Rights of Third Parties) Ordinance (Cap 623 of the laws of Hong Kong) to enforce or to enjoy the benefit of any term of this Agreement. Notwithstanding any term of this Agreement, the consent of any person who is not a Party is not required to rescind or vary this Agreement at any time.

9.18 Language . This Agreement is written in English. In case that this Agreement is also signed in any other language, the English version shall prevail.

— REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK —

IN WITNESS WHEREOF, the parties to this Agreement have executed this Fourth Amended and Restated Shareholders Agreement as of the date first above written.

9F

By:	/s/ Sun Lei
Name:		Sun Lei
Title:		Director

Zhuhai Hengqin Jiufu Technology Co., Ltd.
珠海横琴玖富科技有限公司 (seal)

By:	/s/ Sun Lei
Name:		Sun Lei
Title:		Director

Xinjiang Jiufu Wanka Information Technology Co., Ltd.
新疆玖富万卡信息技术有限公司 (seal)

By:	/s/ Sun Lei
Name:		Sun Lei
Title:		Director

Beijing Jiufu Puhui Information Technology Co., Ltd.
北京玖富普惠信息技术有限公司 (seal)

By:	/s/ Sun Lei
Name:		Sun Lei
Title:		Director

Zhuhai Jiufu Consumer Finance Technology Co., Ltd.
珠海玖富消金科技有限公司 (seal)

By:	/s/ Sun Lei
Name:		Sun Lei
Title:		Director

[Signature Page to the Fourth Amended and Restated Shareholders Agreement]

IN WITNESS WHEREOF, the parties to this Agreement have executed this Fourth Amended and Restated Shareholders Agreement as of the date first above written.

	Sinomap Investments Limited

	By:	/s/ Jacky Xu
		Name: Jacky Xu
		Title: Director

[Signature Page to the Fourth Amended and Restated Shareholders Agreement]

IN WITNESS WHEREOF, the parties to this Agreement have executed this Fourth Amended and Restated Shareholders Agreement as of the date first above written.

	Brilliant Code Investment Limited

	By:	/s/ Jun Tian
		Name: Jun Tian
		Title: Director

[Signature Page to the Fourth Amended and Restated Shareholders Agreement]

IN WITNESS WHEREOF, the parties to this Agreement have executed this Fourth Amended and Restated Shareholders Agreement as of the date first above written.

	Nine Fortune Limited

	By:	/s/ Ren Yifan
		Name: Ren Yifan
		Title: Director

[Signature Page to the Fourth Amended and Restated Shareholders Agreement]

IN WITNESS WHEREOF, the parties to this Agreement have executed this Fourth Amended and Restated Shareholders Agreement as of the date first above written.

	DFM Capital Ltd.

	By:	/s/ Xiao Changxing
		Name: Xiao Changxing
		Title: Director

[Signature Page to the Fourth Amended and Restated Shareholders Agreement]

IN WITNESS WHEREOF, the parties to this Agreement have executed this Fourth Amended and Restated Shareholders Agreement as of the date first above written.

	Nine F Capital Limited

	By:	/s/ Sun Lei
		Name: Sun Lei
		Title: Director

	Lei SUN

	/s/ Sun Lei

[Signature Page to the Fourth Amended and Restated Shareholders Agreement]

IN WITNESS WHEREOF, the parties to this Agreement have executed this Fourth Amended and Restated Shareholders Agreement as of the date first above written.

	Xing Technology Inc.

	By:	/s/ Chen Lixing
		Name: Chen Lixing
		Title: Director

[Signature Page to the Fourth Amended and Restated Shareholders Agreement]

IN WITNESS WHEREOF, the parties to this Agreement have executed this Fourth Amended and Restated Shareholders Agreement as of the date first above written.

	Stone Cube Capital Ltd.

	By:	/s/ Liu Lei
		Name: Liu Lei
		Title: Director

[Signature Page to the Fourth Amended and Restated Shareholders Agreement]

IN WITNESS WHEREOF, the parties to this Agreement have executed this Fourth Amended and Restated Shareholders Agreement as of the date first above written.

	DC Consulting Co. Ltd.

	By:	/s/ Zhang Dongcheng
		Name: Zhang Dongcheng
		Title: Director

[Signature Page to the Fourth Amended and Restated Shareholders Agreement]

IN WITNESS WHEREOF, the parties to this Agreement have executed this Fourth Amended and Restated Shareholders Agreement as of the date first above written.

	Pacific Venture Partners LLC

	By:	/s/ Flynn Huang
		Name: Flynn Huang
		Title: LLC Member/Manager

[Signature Page to the Fourth Amended and Restated Shareholders Agreement]

IN WITNESS WHEREOF, the parties to this Agreement have executed this Fourth Amended and Restated Shareholders Agreement as of the date first above written.

	Novel Lead Limited

	By:	/s/ Flynn Huang
		Name: Flynn Huang
		Title: Director

[Signature Page to the Fourth Amended and Restated Shareholders Agreement]

IN WITNESS WHEREOF, the parties to this Agreement have executed this Fourth Amended and Restated Shareholders Agreement as of the date first above written.

[Signature Page to the Fourth Amended and Restated Shareholders Agreement]

IN WITNESS WHEREOF, the parties to this Agreement have executed this Fourth Amended and Restated Shareholders Agreement as of the date first above written.

Union Fortune Investment Limited


By:	/s/ Zhou Jian
	Name:	Zhou Jian
	Title:	Director
	Date:	11 June, 2018

[Signature Page to the Fourth Amended and Restated Shareholders Agreement]

IN WITNESS WHEREOF, the parties to this Agreement have executed this Fourth Amended and Restated Shareholders Agreement as of the date first above written.

Titan Capital Holdings Limited

By:	/s/ Elbert YE
	Name:	Elbert YE
	Title:	Authorized Signer

	/s/ Seal of Titan Capital Holdings Limited

[Signature Page to the Fourth Amended and Restated Shareholders Agreement]

IN WITNESS WHEREOF, the parties to this Agreement have executed this Fourth Amended and Restated Shareholders Agreement as of the date first above written.

Eagle View Global Limited

By:	/s/ LIU HSIN-CHENG
	Name:	LIU HSIN-CHENG
	Title:	Director

[Signature Page to the Fourth Amended and Restated Shareholders Agreement]

IN WITNESS WHEREOF, the parties to this Agreement have executed this Fourth Amended and Restated Shareholders Agreement as of the date first above written.

L Investment Holding Limited

By:	/s/ Lin Yanjun
	Name:	Lin Yanjun
	Title:	Director

[Signature Page to the Fourth Amended and Restated Shareholders Agreement]

IN WITNESS WHEREOF, the parties to this Agreement have executed this Fourth Amended and Restated Shareholders Agreement as of the date first above written.

Qin Technology Inc.

By:	/s/ Li Zhijun
	Name:	Li Zhijun
	Title:	Director

[Signature Page to the Fourth Amended and Restated Shareholders Agreement]

IN WITNESS WHEREOF, the parties to this Agreement have executed this Fourth Amended and Restated Shareholders Agreement as of the date first above written.

[Signature Page to the Fourth Amended and Restated Shareholders Agreement]

IN WITNESS WHEREOF, the parties to this Agreement have executed this Fourth Amended and Restated Shareholders Agreement as of the date first above written.

	Cloud Water Capital Limited as general partner for and on behalf of Cinda 9F Investment LP

[Signature Page to the Fourth Amended and Restated Shareholders Agreement]

IN WITNESS WHEREOF, the parties to this Agreement have executed this Fourth Amended and Restated Shareholders Agreement as of the date first above written.

JAS Investment Group Limited


By:	/s/ JIANG NANCHUN
	Name:	JIANG NANCHUN
	Title:	Director

[Signature Page to the Fourth Amended and Restated Shareholders Agreement]

IN WITNESS WHEREOF, the parties to this Agreement have executed this Fourth Amended and Restated Shareholders Agreement as of the date first above written.

	Famous Voyage Group Limited

[Signature Page to the Fourth Amended and Restated Shareholders Agreement]

IN WITNESS WHEREOF, the parties to this Agreement have executed this Fourth Amended and Restated Shareholders Agreement as of the date first above written.

Plentiful Bright International Limited


By:	/s/ Yulan Ling
	Name:	Yulan Ling
	Title:	Director

[Signature Page to the Fourth Amended and Restated Shareholders Agreement]

IN WITNESS WHEREOF, the parties to this Agreement have executed this Fourth Amended and Restated Shareholders Agreement as of the date first above written.

Blessedness Nirmrod Limited


By:	/s/ Yang Xiaojun
	Name:	Yang Xiaojun
	Title:	Director

[Signature Page to the Fourth Amended and Restated Shareholders Agreement]

IN WITNESS WHEREOF, the parties to this Agreement have executed this Fourth Amended and Restated Shareholders Agreement as of the date first above written.

SBI Hong Kong Holdings Co., Limited


By:	/s/ Makoto Miyazaki
	Name:	Makoto Miyazaki
	Title:	Director

[Signature Page to the Fourth Amended and Restated Shareholders Agreement]

SCHEDULE A

Key Subsidiaries of the Company

1. Zhuhai Hengqin Jiufu Technology Co., Ltd. ( 珠海横琴玖富科技有限公司 )

2. Xinjiang Jiufu Wanka Information Technology Co., Ltd. ( 新疆玖富万卡信息技术有限公司 )

3. Beijing Jiufu Puhui Information Technology Co., Ltd. ( 北京玖富普惠信息技术有限公司 )

4. Zhuhai Jiufu Consumer Finance Technology Co., Ltd. ( 珠海玖富消金科技有限公司)

SCHEDULE B

Ordinary Shareholders of the Company

1. Nine Fortune Limited, a company incorporated under the Laws of the British Virgin Islands

2. DFM Capital Ltd., a company incorporated under the Laws of the British Virgin Islands

3. Nine F Capital Limited, a company incorporated under the Laws of the British Virgin Islands

4. Xing Technology Inc., a company incorporated under the Laws of the British Virgin Islands

5. Stone Cube Capital Ltd., a company incorporated under the Laws of the British Virgin Islands

6. DC Consulting Co., Ltd., a company incorporated under the Laws of the British Virgin Islands

7. Novel Lead Limited, a company incorporated under the Laws of the British Virgin Islands

8. Union Fortune Investment Limited, a company incorporated under the Laws of the British Virgin Islands

9. Incorp Services International Limited, a company incorporated under the Laws of the British Virgin Islands

10. Brilliant Code Investment Limited, a company incorporated under the Laws of the British Virgin Islands

11. Pacific Venture Partners LLC, a company incorporated under the Laws of the the Washington State, US

12. Titan Capital Holdings Limited, a company incorporated under the Laws of the British Virgin Islands

13. Sinomap Investments Limited, a company incorporated under the Laws of the British Virgin Islands

14. Treasure Knight Investments Limited, a company incorporated under the Laws of the British Virgin Islands

15. Eagle View Global Limited, a company incorporated under the Laws of the Republic of Seychelles

16. L Investment Holding Limited, a company incorporated under the Laws of the British Virgin Islands

17. Qin Technology Inc., a company incorporated under the Laws of the British Virgin Islands

18. Eagle Capital (HongKong) Limited, a company incorporated under the Laws of the Hong Kong

19. JAS Investment Group Limited, a company formed under the Laws of the British Virgin Islands

20. Cinda 9F Investment LP, an exempted limited partnership formed under the Laws of the Cayman Islands

SCHEDULE C

Notice Address

IF TO SBI:

Address:	Suites 1101 & 1115-1116, 11th Floor, Two International Finance Centre, No. 8 Finance Street, Hong Kong.
Attention:	Alan Ho
Fax number:	+852 2537 4088
Email:	alanho@sbigroup.com.hk

IF TO FAMOUS VOYAGE:

Address:	20th Floor, No.7 Building, Zhu Yu International, 9 ShouTi South Road, Haidian District, Beijing, PRC
Attention:	Zhang Junsheng
Fax number:	010-68790926
Email:	lovecar@qq.com, zhangchi@heheholdings.com

IF TO PLENTIFUL BRIGHT:

Address:	Huabei Group, Tianjin World Financial Center 29F, Dagubei Road 2, Heping District, Tianjin, PRC
Attention:	Hongrui Zhou
Fax number:	18526700265
Email:	cw-zjh@huabeijituan.cn

IF TO SERIES C PURCHASER:

Address:	Floor 28, No.369 Jiangsu Road, Changning District, Shanghai, P.R.C.
Attention:	JIANG NANCHUN /CAIWEILI
Fax number:	86-21-52400228
Email:	jason@focusmedia.cn / caiweili@focusmedia.cn

IF TO SERIES B PURCHASER:

Address:	Maples Corporate Services Limited, PO Box 309, UglandHouse, Grand Cayman KY1-1104, Cayman Islands
Attention:	William Li / Zhou Peng / Luo Ye
Fax number:	(852) 28042135
Email:	william.li@cindahk.com / zhoupeng@cindahk.com / luoye@cindahk.com

with a copy to:

China Cinda (HK) Asset Management Co., Ltd.

Address:	12/F, AIA Central, 1 Connaught Road Central, Central, Hong Kong
Attention:	William Li / Zhou Peng / Luo Ye
Fax number:	(852) 28042135
Email:	william.li@cindahk.com / zhoupeng@cindahk.com / luoye@cindahk.com

and another copy to:

Morrison &Foerster

Address:	33/F, Edinburgh Tower, The Landmark,15 Queen’s Road Central, Hong Kong
Attention:	Charles Chau / Donna Ko / Victoria Yip
Fax number:	852-2585 0800

IF TO JACKY HOLDCO:

Address:	17/F, HNA Tower, No.8 Linhezhong Road, Tianhe District, Guangzhou, 510610, PRC
Attention:	Jacky Xu
Fax number:	+86 20 3815 5555 (5311)

IF TO IVAN HOLDCO:

Address:	17/F, HNA Tower, No.8 Linhezhong Road, Tianhe District, Guangzhou, 510610, PRC
Attention:	Ivan Xu
Fax number:	+86 20 3815 5555 (5300)

IF TO BRILLIANT CODE:

Address:	Room 1407, Block J, Huiyuan Apartment, Yayuncun, Chaoyang District, Beijing, 100101, PRC
Attention:	Jun Tian

IF TO NINE FORTUNE LIMITED:

Address:

40th Floor, Block B, Tower Three, WangjingSoho, 1 Futongdong Ave, Chaoyang District, Beijing, PRC

IF TO NOVEL LEAD LIMITED:

Address:	Room 1903-6, 19/F., Hing Yip Commercial Centre, 272-284 Des Voeux Road Central, Hong Kong
E-mail:	novellead4yanghk2010@gmail.com / huang.flynn@gmail.com
Attention:	Mr. Flynn Huang

IF TO UNION FORTUNE INVESTMENT LIMITED:

Address:	Flat A,16/F.,No.2 Bowen Road, Mid-Level,Hong Kong
Attention:	Jian ZHOU
Fax number:	Jeyzhou@yahoo.com

IF TO INCORP SERVICES INTERNATIONAL LIMITED:

Address:	No.41 Lane 2000, Jian He Road, Chang Ning District, Shanghai 200336, PRC
Attention:	Ms. Zhao Yiting
Fax number:	frankchen333@qq.com

IF TO THE GROUP COMPANIES, THE FOUNDER AND THE OTHER EXISTING SHAREHOLDERS:

Address:	40th Floor, Block B, Tower Three, Wangjing Soho, 1 Futongdong Ave, Chaoyang District, Beijing, PRC
Attention:	Lei Sun

EXHIBIT A

Joinder Agreement

Reference is made to the Fourth amended and restated shareholders’ agreement, a copy of which is attached hereto (as amended from time to time, the “SHA”), among 9F Inc., an exempted company incorporated under the Laws of the Cayman Islands (the “Company”), and the other persons signatory thereto. Capitalized terms used herein and not otherwise defined shall have the meanings given in the SHA.

The undersigned, , in order to purchase / subscribe for] [Ordinary/Series A Preferred/Series B Preferred/Series C Preferred/Series D Preferred/Series E Preferred] Shares and become a Shareholder of the Company, hereby agrees that by the undersigned’s execution hereof, the undersigned is a party to the SHA, subject to all of the restrictions, conditions, and obligations, and entitled to all the rights and privileges, applicable to a holder of [Ordinary Shares / Series A Preferred Shares/ Series B Preferred Shares/ Series C Preferred Shares/ Series D Preferred Shares/ Series E Preferred Shares] set forth in the SHA. This Joinder Agreement shall take effect and shall become a part of said SHA immediately upon execution.

Executed as of .
		Address for Notices:

Signature



		Telephone:

		Email:

Exhibit 5.1

Our ref ELR/695069-000004/13942717v4

9F Inc.

Jiufu Building,

Rongxin Technology Center

Chaoyang District, Beijing,

People’s Republic of China, 100102

July 19, 2019

Dear Sirs

9F Inc.

We have acted as Cayman Islands legal advisers to 9F Inc. (the “ Company ”) in connection with the Company’s registration statement on Form F-1, including all amendments or supplements thereto (the “ Registration Statement ”), filed with the Securities and Exchange Commission under the U.S. Securities Act of 1933, as amended to date relating to the offering by the Company of certain American depositary shares (the “ ADSs ”) representing the Company’s Class A ordinary shares of par value US$0.00001 each (the “ Shares ”).

We are furnishing this opinion as Exhibits 5.1, 8.1 and 23.2 to the Registration Statement.

1 Documents Reviewed

For the purposes of this opinion, we have reviewed only originals, copies or final drafts of the following documents:

1.1 The certificate of incorporation of the Company dated 23 January 2014 and the certificate of incorporation on change of name dated 18 June 2014 issued by the Registrar of Companies in the Cayman Islands.

1.2 The fifth amended and restated memorandum and articles of association of the Company adopted by special resolution on 20 September 2018 (the “ Pre-IPO Memorandum and Articles ”).

1.3 The sixth amended and restated memorandum and articles of association of the Company as conditionally adopted by a special resolution passed on 17 July 2019 and effective immediately prior to the completion of the Company’s initial public offering of the ADSs representing the Shares (the “ IPO Memorandum and Articles ”).

1.4 The written resolutions of the directors of the Company dated 17 July 2019 (the “ Directors’ Resolutions ”).

1.5 The written resolutions of the shareholders of the Company dated on 17 July 2019 (the “ Shareholders’ Resolutions ”).

1.6 A certificate from a director of the Company, a copy of which is attached hereto (the “ Director’s Certificate ”).

1.7 A certificate of good standing dated 12 July 2019, issued by the Registrar of Companies in the Cayman Islands (the “ Certificate of Good Standing ”).

1.8 The Registration Statement.

2 Assumptions

The following opinions are given only as to, and based on, circumstances and matters of fact existing and known to us on the date of this opinion letter. These opinions only relate to the laws of the Cayman Islands which are in force on the date of this opinion letter. In giving these opinions we have relied (without further verification) upon the completeness and accuracy, as of the date of this opinion letter, of the Director’s Certificate and the Certificate of Good Standing. We have also relied upon the following assumptions, which we have not independently verified:

2.1 Copies of documents, conformed copies or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals.

2.2 All signatures, initials and seals are genuine.

2.3 There is nothing under any law (other than the law of the Cayman Islands), which would or might affect the opinions set out below.

3 Opinion

Based upon the foregoing and subject to the qualifications set out below and having regard to such legal considerations as we deem relevant, we are of the opinion that:

3.1 The Company has been duly incorporated as an exempted company with limited liability and is validly existing and in good standing with the Registrar of Companies under the laws of the Cayman Islands.

3.2 The authorised share capital of the Company, with effect immediately prior to the completion of the Company’s initial public offering of the ADSs representing the Shares, will be US$50,000 divided into 5,000,000,000 shares comprising of (i) 4,600,000,000 Class A Ordinary Shares of a par value of US$ 0.00001 each, (ii) 200,000,000 Class B Ordinary Shares of a par value of US$0.00001 each and (iii) 200,000,000 shares of a par value of US$0.00001 each of such class or classes (however designated) as the board of directors of the Company may determine in accordance with the IPO Memorandum and Articles.

3.3 The issue and allotment of the Shares have been duly authorised and when allotted, issued and paid for as contemplated in the Registration Statement, the Shares will be legally issued and allotted, fully paid and non-assessable. As a matter of Cayman law, a share is only issued when it has been entered in the register of members (shareholders).

3.4 The statements under the caption “Taxation” in the prospectus forming part of the Registration Statement, to the extent that they constitute statements of Cayman Islands law, are accurate in all material respects and that such statements constitute our opinion.

4 Qualifications

In this opinion the phrase “non-assessable” means, with respect to shares in the Company, that a shareholder shall not, solely by virtue of its status as a shareholder, be liable for additional assessments or calls on the shares by the Company or its creditors (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil).

Except as specifically stated herein, we make no comment with respect to any representations and warranties which may be made by or with respect to the Company in any of the documents or instruments cited in this opinion or otherwise with respect to the commercial terms of the transactions the subject of this opinion.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our name under the headings “Enforceability of Civil Liabilities”, “Taxation” and “Legal Matters” and elsewhere in the prospectus included in the Registration Statement. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the U.S. Securities Act of 1933, as amended, or the Rules and Regulations of the Commission thereunder.

Yours faithfully

/s/ Maples and Calder (Hong Kong) LLP

Maples and Calder (Hong Kong) LLP

Exhibit 10.1

9F INC.

2015 SHARE INCENTIVE PLAN

ARTICLE 1

PURPOSE

The purpose of the 9F Inc. Share Incentive Plan (the “ Plan ”) is to promote the success and enhance the value of 9F Inc., a company formed under the laws of the Cayman Islands (the “ Company ”), by linking the personal interests of the members of the Board, Employees, Consultants and other individuals as the Committee may authorize and approve, to those of the Company’s shareholders and, by providing such individuals with an incentive for outstanding performance, to generate superior returns to the Company’s shareholders. The Plan is further intended to provide flexibility to the Company in its ability to motivate, attract, and retain the services of recipients of share incentives hereunder upon whose judgment, interest, and special effort the successful conduct of the Company’s operation is largely dependent.

ARTICLE 2

DEFINITIONS AND CONSTRUCTION

Wherever the following terms are used in the Plan they shall have the meanings specified below, unless the context clearly indicates otherwise. The singular pronoun shall include the plural where the context so indicates.

2.1 “ Applicable Laws ” means the legal requirements relating to the Plan and the Awards under applicable provisions of the corporate, securities, tax and other laws, rules, regulations and government orders, and the rules of any applicable stock exchange or national market system, of any jurisdiction applicable to Awards granted to residents therein.

2.2 “ Award ” means an Option, Restricted Share or Restricted Share Unit award granted to a Participant pursuant to the Plan.

2.3 “ Award Agreement ” means any written agreement, contract, or other instrument or document evidencing an Award, including through electronic medium.

2.4 “ Award Pool ” shall have the meaning set forth in Section 3.1(a).

2.5 “ Board ” means the Board of Directors of the Company.

2.6 “ Cause ” with respect to a Participant means (unless otherwise expressly provided in the applicable Award Agreement, or another applicable contract with the Participant that defines such term for purposes of determining the effect that a “for cause” termination has on the Participant’s Awards) a termination of employment or service based upon a finding by the Service Recipient, acting in good faith and based on its reasonable belief at the time, that the Participant:

(a) has been negligent in the discharge of his or her duties to the Service Recipient, has refused to perform stated or assigned duties or is incompetent in or (other than by reason of a disability or analogous condition) incapable of performing those duties;

(b) has been dishonest or committed or engaged in an act of theft, embezzlement or fraud, a breach of confidentiality, an unauthorized disclosure or use of inside information, customer lists, trade secrets or other confidential information;

(c) has breached a fiduciary duty, or willfully and materially violated any other duty, law, rule, regulation or policy of the Service Recipient; or has been convicted of, or plead guilty or nolo contendere to, a felony or misdemeanor (other than minor traffic violations or similar offenses);

(d) has materially breached any of the provisions of any agreement with the Service Recipient;

(e) has engaged in unfair competition with, or otherwise acted intentionally in a manner injurious to the reputation, business or assets of, the Service Recipient; or

(f) has improperly induced a vendor or customer to break or terminate any contract with the Service Recipient or induced a principal for whom the Service Recipient acts as agent to terminate such agency relationship.

A termination for Cause shall be deemed to occur (subject to reinstatement upon a contrary final determination by the Committee) on the date on which the Service Recipient first delivers written notice to the Participant of a finding of termination for Cause.

2.7 “ Code ” means the Internal Revenue Code of 1986 of the United States, as amended.

2.8 “ Committee ” means the Board or a committee of the Board described in Article 10.

2.9 “ Consultant ” means any consultant or adviser if: (a) the consultant or adviser renders bona fide services to a Service Recipient; (b) the services rendered by the consultant or adviser are not in connection with the offer or sale of securities in a capital-raising transaction and do not directly or indirectly promote or maintain a market for the Company’s securities; and (c) the consultant or adviser is a natural person who has contracted directly with the Service Recipient to render such services.

2.10 “ Corporate Transaction ”, unless otherwise defined in an Award Agreement, means any of the following transactions, provided, however, that the Committee shall determine under (d) and (e) whether multiple transactions are related, and its determination shall be final, binding and conclusive:

(a) an amalgamation, arrangement or consolidation or scheme of arrangement (i) in which the Company is not the surviving entity, except for a transaction the principal purpose of which is to change the jurisdiction in which the Company is incorporated or (ii) following which the holders of the voting securities of the Company do not continue to hold more than 50% of the combined voting power of the voting securities of the surviving entity;

(b) the sale, transfer or other disposition of all or substantially all of the assets of the Company;

(d) any reverse takeover or series of related transactions culminating in a reverse takeover (including, but not limited to, a tender offer followed by a reverse takeover) in which the Company is the surviving entity but (A) the Company’s equity securities outstanding immediately prior to such takeover are converted or exchanged by virtue of the takeover into other property, whether in the form of securities, cash or otherwise, or (B) in which securities possessing more than fifty percent (50%) of the total combined voting power of the Company’s outstanding securities are transferred to a person or persons different from those who held such securities immediately prior to such takeover or the initial transaction culminating in such takeover;

(e) acquisition in a single or series of related transactions by any person or related group of persons (other than the Company or by a Company-sponsored employee benefit plan) of beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) of securities possessing more than fifty percent (50%) of the total combined voting power of the Company’s outstanding securities; or

(f) the individuals who, as of the Effective Date, are members of the Board (the “Incumbent Board”), cease for any reason to constitute at least fifty percent (50%) of the Board; provided that if the election, or nomination for election by the Company’s shareholders, of any new member of the Board is approved by the Incumbent Board pursuant to the then effective Articles of Association of the Company, such new member of the Board shall be considered as a member of the Incumbent Board.

2.11 “ Disability ”, unless otherwise defined in an Award Agreement, means that the Participant qualifies to receive long-term disability payments under the Service Recipient’s long-term disability insurance program, as it may be amended from time to time, to which the Participant provides services regardless of whether the Participant is covered by such policy. If the Service Recipient to which the Participant provides service does not have a long-term disability plan in place, “Disability” means that a Participant is unable to carry out the responsibilities and functions of the position held by the Participant by reason of any medically determinable physical or mental impairment for a period of not less than ninety (90) consecutive days. A Participant will not be considered to have incurred a Disability unless he or she furnishes proof of such impairment sufficient to satisfy the Committee in its discretion.

2.12 “ Effective Date ” shall have the meaning set forth in Section 11.1.

2.13 “ Employee ” means any person, including an officer or a member of the Board of the Company or any Parent or Subsidiary of the Company, who is in the employment of a Service Recipient, subject to the control and direction of the Service Recipient as to both the work to be performed and the manner and method of performance. The payment of a director’s fee by a Service Recipient shall not be sufficient to constitute “employment” by the Service Recipient.

2.14 “ Exchange Act ” means the Securities Exchange Act of 1934 of the United States, as amended.

2.15 “ Fair Market Value ” means, as of any date, the value of Shares determined as follows:

(a) If the Shares are listed on one or more established stock exchanges or national market systems, including without limitation, The New York Stock Exchange, The Nasdaq Stock Market and the Hong Kong Stock Exchange, its Fair Market Value shall be the closing sales price for such shares (or the closing bid, if no sales were reported) as quoted on the principal exchange or system on which the Shares are listed (as determined by the Committee) on the date of determination (or, if no closing sales price or closing bid was reported on that date, as applicable, on the last trading date such closing sales price or closing bid was reported), as reported in The Wall Street Journal or such other source as the Committee deems reliable;

(b) If the Shares are regularly quoted on an automated quotation system (including the OTC Bulletin Board) or by a recognized securities dealer, its Fair Market Value shall be the closing sales price for such shares as quoted on such system or by such securities dealer on the date of determination, but if selling prices are not reported, the Fair Market Value of a Share shall be the mean between the high bid and low asked prices for the Shares on the date of determination (or, if no such prices were reported on that date, on the last date such prices were reported), as reported in The Wall Street Journal or such other source as the Committee deems reliable; or

(c) In the absence of an established market for the Shares of the type described in (a) and (b), above, the Fair Market Value thereof shall be determined by the Committee in good faith and in its discretion by reference to (i) the placing price of the latest private placement of the Shares and the development of the Company’s business operations and the general economic and market conditions since such latest private placement, (ii) other third party transactions involving the Shares and the development of the Company’s business operation and the general economic and market conditions since such sale, (iii) an independent valuation of the Shares, or (iv) such other methodologies or information as the Committee determines to be indicative of Fair Market Value and relevant.

2.16 “ Incentive Share Option ” means an Option that is intended to meet the requirements of Section 422 of the Code or any successor provision thereto.

2.17 “ Independent Director ” means (i) before the Shares or other securities representing the Shares are listed on a stock exchange, a member of the Board who is a Non-Employee Director; and (ii) after the Shares or other securities representing the Shares are listed on a stock exchange, a member of the Board who meets the independence standards under the applicable corporate governance rules of the stock exchange.

2.18 “ Non-Employee Director ” means a member of the Board who qualifies as a “Non-Employee Director” as defined in Rule 16b-3(b)(3) of the Exchange Act, or any successor definition adopted by the Board.

2.19 “ Non-Qualified Share Option ” means an Option that is not intended to be an Incentive Share Option.

2.20 “ Option ” means a right granted to a Participant pursuant to Article 5 of the Plan to purchase a specified number of Shares at a specified price during specified time periods. An Option may be either an Incentive Share Option or a Non-Qualified Share Option.

2.21 “ Participant ” means a person who, as a member of the Board, Consultant or Employee, or other individuals as the Committee may authorize and approve, has been granted an Award pursuant to the Plan.

2.22 “ Parent ” means a parent corporation under Section 424(e) of the Code.

2.23 “ Plan ” means this 9F Inc. 2015 Share Incentive Plan, as it may be amended from time to time.

2.24 “ Related Entity ” means any business, corporation, partnership, limited liability company or other entity in which the Company, a Parent or Subsidiary of the Company holds a substantial ownership interest, directly or indirectly, but which is not a Subsidiary and which the Board designates as a Related Entity for purposes of the Plan.

2.25 “ Restricted Share ” means a Share awarded to a Participant pursuant to Article 6 that is subject to certain restrictions and may be subject to risk of forfeiture.

2.26 “ Restricted Share Unit ” means the right granted to a Participant pursuant to Article 7 to receive a Share at a future date.

2.27 “ Securities Act ” means the Securities Act of 1933 of the United States, as amended.

2.28 “ Service Recipient ” means the Company, any Parent or Subsidiary of the Company and any Related Entity to which a Participant provides services as an Employee, a Consultant, or a Director.

2.29 “ Share ” means Class A ordinary shares of the Company, par value US$0.0001 per share, and such other securities of the Company that may be substituted for Shares pursuant to Article 9.

2.30 “ Subsidiary ” means any corporation or other entity of which a majority of the outstanding voting shares or voting power is beneficially owned or controlled directly or indirectly by the Company.

2.31 “ Trading Date ” means the closing of the first sale to the general public of the Shares pursuant to a registration statement filed with and declared effective by the U.S. Securities and Exchange Commission under the Securities Act.

ARTICLE 3

SHARES SUBJECT TO THE PLAN

3.1 Number of Shares .

(a) Subject to the provisions of Article 9 and Section 3.1(b), the maximum aggregate number of Shares which may be issued pursuant to all Awards (including Incentive Share Options) shall be 150,947 ordinary shares.

(b) To the extent that an Award terminates, expires, or lapses for any reason, any Shares subject to the Award shall again be available for the grant of an Award pursuant to the Plan. To the extent permitted by Applicable Laws, Shares issued in assumption of, or in substitution for, any outstanding awards of any entity acquired in any form or combination by the Company or any Parent or Subsidiary of the Company shall not be counted against Shares available for grant pursuant to the Plan. Shares delivered by the Participant or withheld by the Company upon the exercise of any Award under the Plan, in payment of the exercise price thereof or tax withholding thereon, may again be optioned, granted or awarded hereunder, subject to the limitations of Section 3.1(a). If any Restricted Shares are forfeited by the Participant or repurchased by the Company, such Shares may again be optioned, granted or awarded hereunder, subject to the limitations of Section 3.1(a). Notwithstanding the provisions of this Section 3.1(b), no Shares may again be optioned, granted or awarded if such action would cause an Incentive Share Option to fail to qualify as an Incentive Share Option under Section 422 of the Code.

3.2 Shares Distributed . Any Shares distributed pursuant to an Award may consist, in whole or in part, of authorized and unissued Shares, treasury shares (subject to Applicable Laws) or Shares purchased on the open market. Additionally, in the discretion of the Committee, American Depository Shares in an amount equal to the number of Shares which otherwise would be distributed pursuant to an Award may be distributed in lieu of Shares in settlement of any Award. If the number of Shares represented by an American Depository Share is other than on a one-to-one basis, the limitations of Section 3.1 shall be adjusted to reflect the distribution of American Depository Shares in lieu of Shares.

ARTICLE 4

ELIGIBILITY AND PARTICIPATION

4.1 Eligibility . Those eligible to participate in this Plan include Employees, Consultants, and all members of the Board, and other individuals, as determined, authorized and approved by the Committee.

4.2 Participation . Subject to the provisions of the Plan, the Committee may, from time to time, select from among all eligible individuals, those to whom Awards shall be granted and shall determine the nature and amount of each Award. No individual shall have any right to be granted an Award pursuant to this Plan.

4.3 Jurisdictions . In order to assure the viability of Awards granted to Participants in various jurisdictions, the Committee may provide for such special terms as it may consider necessary or appropriate to accommodate differences in local law, tax policy, or custom applicable in the jurisdiction in which the Participant resides, is employed, operates or is incorporated. Moreover, the Committee may approve such supplements to, or amendments, restatements, or alternative versions of, the Plan as it may consider necessary or appropriate for such purposes without thereby affecting the terms of the Plan as in effect for any other purpose; provided, however , that no such supplements, amendments, restatements, or alternative versions shall increase the share limitations contained in Section 3.1 of the Plan. Notwithstanding the foregoing, the Committee may not take any actions hereunder, and no Awards shall be granted, that would violate any Applicable Laws.

ARTICLE 5

OPTIONS

5.1 General . The Committee is authorized to grant Options to Participants on the following terms and conditions:

(a) Exercise Price . The exercise price per Share subject to an Option shall be determined by the Committee and set forth in the Award Agreement which may be a fixed or variable price related to the Fair Market Value of the Shares. The exercise price per Share subject to an Option may be amended or adjusted in the absolute discretion of the Committee, the determination of which shall be final, binding and conclusive. For the avoidance of doubt, to the extent not prohibited by Applicable Laws or any exchange rule, a downward adjustment of the exercise prices of Options mentioned in the preceding sentence shall be effective without the approval of the Company’s shareholders or the approval of the affected Participants.

(b) Time and Conditions of Exercise . The Committee shall determine the time or times at which an Option may be exercised in whole or in part, including exercise prior to vesting; provided that the term of any Option granted under the Plan shall not exceed ten years, except as provided in Section 12.1. The Committee shall also determine any conditions, if any, that must be satisfied before all or part of an Option may be exercised.

(c) Payment . The Committee shall determine the methods by which the exercise price of an Option may be paid, the form of payment, including, without limitation (i) cash or check denominated in U.S. Dollars, (ii) to the extent permissible under the Applicable Laws, cash or check in Chinese Renminbi, (iii) cash or check denominated in any other local currency as approved by the Committee, (iv) Shares held for such period of time as may be required by the Committee in order to avoid adverse financial accounting consequences and having a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, (v) after the Trading Date the delivery of a notice that the Participant has placed a market sell order with a broker with respect to Shares then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; provided that payment of such proceeds is then made to the Company upon settlement of such sale, (vi) other property acceptable to the Committee with a Fair Market Value equal to the exercise price, or (vii) any combination of the foregoing. Notwithstanding any other provision of the Plan to the contrary, no Participant who is a member of the Board or an “executive officer” of the Company within the meaning of Section 13(k) of the Exchange Act shall be permitted to pay the exercise price of an Option in any method which would violate Section 13(k) of the Exchange Act.

(d) Evidence of Grant . All Options shall be evidenced by an Award Agreement between the Company and the Participant. The Award Agreement shall include such additional provisions as may be specified by the Committee.

(e) Effects of Termination of Employment or Service on Options . Termination of employment or service shall have the following effects on Options granted to the Participants:

(i) Except as otherwise determined by the Committee at the time of the grant of the Award or thereafter, upon termination of employment or service, Options that at that time have not vested shall be forfeited in accordance with the Award Agreement; provided, however, the Committee may (a) provide in any Option Award Agreement that forfeiture conditions relating to Options will be waived in whole or in part in the event of terminations resulting from specified causes, and (b) in other cases waive in whole or in part forfeiture conditions relating to Options.

(ii) Dismissal for Cause . Unless otherwise provided in the Award Agreement, if a Participant’s employment by or service to the Service Recipient is terminated by the Service Recipient for Cause, the Participant’s Options will terminate upon such termination, whether or not the Option is then vested and/or exercisable;

(iii) Death or Disability . Unless otherwise provided in the Award Agreement, if a Participant’s employment by or service to the Service Recipient terminates as a result of the Participant’s death or Disability, the Participant (or his or her legal representative or beneficiary, in the case of the Participant’s Disability or death, respectively), will have the right to exercise the Participant’s Options (or portion thereof) to the extent that such Options were vested and exercisable on the date of the Participant’s termination of Employment on account of death or Disability.

5.2 Incentive Share Options . Incentive Share Options may be granted to Employees of the Company, a Parent or Subsidiary of the Company. Incentive Share Options may not be granted to Employees of a Related Entity or to Independent Directors or Consultants. The terms of any Incentive Share Options granted pursuant to the Plan, in addition to the requirements of Section 5.1, must comply with the following additional provisions of this Section 5.2:

(a) Individual Dollar Limitation . The aggregate Fair Market Value (determined as of the time the Option is granted) of all Shares with respect to which Incentive Share Options are first exercisable by a Participant in any calendar year may not exceed $100,000 or such other limitation as imposed by Section 422(d) of the Code, or any successor provision. To the extent that Incentive Share Options are first exercisable by a Participant in excess of such limitation, the excess shall be considered Non-Qualified Share Options.

(b) Exercise Price . The exercise price of an Incentive Share Option shall be equal to the Fair Market Value on the date of grant. However, the exercise price of any Incentive Share Option granted to any individual who, at the date of grant, owns Shares possessing more than ten percent of the total combined voting power of all classes of shares of the Company may not be less than 110% of Fair Market Value on the date of grant and such Option may not be exercisable for more than five years from the date of grant.

(c) Transfer Restriction . The Participant shall give the Company prompt notice of any disposition of Shares acquired by exercise of an Incentive Share Option within (i) two years from the date of grant of such Incentive Share Option or (ii) one year after the transfer of such Shares to the Participant.

(d) Expiration of Incentive Share Options . No Award of an Incentive Share Option may be made pursuant to this Plan after the tenth anniversary of the Effective Date.

(e) Right to Exercise . During a Participant’s lifetime, an Incentive Share Option may be exercised only by the Participant.

ARTICLE 6

RESTRICTED SHARES

6.1 Grant of Restricted Shares . The Committee, at any time and from time to time, may grant Restricted Shares to Participants as the Committee, in its sole discretion, shall determine. The Committee, in its sole discretion, shall determine the number of Restricted Shares to be granted to each Participant.

6.2 Restricted Shares Award Agreement . Each Award of Restricted Shares shall be evidenced by an Award Agreement that shall specify the period of restriction, the number of Restricted Shares granted, and such other terms and conditions as the Committee, in its sole discretion, shall determine. Unless the Committee determines otherwise, Restricted Shares shall be held by the Company as escrow agent until the restrictions on such Restricted Shares have lapsed.

6.3 Issuance and Restrictions . Restricted Shares shall be subject to such restrictions on transferability and other restrictions as the Committee may impose (including, without limitation, limitations on the right to vote Restricted Shares or the right to receive dividends on the Restricted Share). These restrictions may lapse separately or in combination at such times, pursuant to such circumstances, in such installments, or otherwise, as the Committee determines at the time of the grant of the Award or thereafter.

6.4 Forfeiture/Repurchase . Except as otherwise determined by the Committee at the time of the grant of the Award or thereafter, upon termination of employment or service during the applicable restriction period, Restricted Shares that are at that time subject to restrictions shall be forfeited or repurchased in accordance with the Award Agreement; provided, however , the Committee may (a) provide in any Restricted Share Award Agreement that restrictions or forfeiture and repurchase conditions relating to Restricted Shares will be waived in whole or in part in the event of terminations resulting from specified causes, and (b) in other cases waive in whole or in part restrictions or forfeiture and repurchase conditions relating to Restricted Shares.

6.5 Certificates for Restricted Shares . Restricted Shares granted pursuant to the Plan may be evidenced in such manner as the Committee shall determine. If certificates representing Restricted Shares are registered in the name of the Participant, certificates must bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Restricted Shares, and the Company may, at its discretion, retain physical possession of the certificate until such time as all applicable restrictions lapse.

6.6 Removal of Restrictions . Except as otherwise provided in this Article 6, Restricted Shares granted under the Plan shall be released from escrow as soon as practicable after the last day of the period of restriction. The Committee, in its discretion, may accelerate the time at which any restrictions shall lapse or be removed. After the restrictions have lapsed, the Participant shall be entitled to have any legend or legends under Section 6.5 removed from his or her Share certificate, and the Shares shall be freely transferable by the Participant, subject to applicable legal restrictions. The Committee (in its discretion) may establish procedures regarding the release of Shares from escrow and the removal of legends, as necessary or appropriate to minimize administrative burdens on the Company.

ARTICLE 7

RESTRICTED SHARE UNITS

7.1 Grant of Restricted Share Units . The Committee, at any time and from time to time, may grant Restricted Share Units to Participants as the Committee, in its sole discretion, shall determine. The Committee, in its sole discretion, shall determine the number of Restricted Share Units to be granted to each Participant.

7.2 Restricted Share Units Award Agreement . Each Award of Restricted Share Units shall be evidenced by an Award Agreement that shall specify any vesting conditions, the number of Restricted Share Units granted, and such other terms and conditions as the Committee, in its sole discretion, shall determine.

7.3 Performance Objectives and Other Terms . The Committee, in its discretion, may set performance objectives or other vesting criteria which, depending on the extent to which they are met, will determine the number or value of Restricted Share Units that will be paid out to the Participants.

7.4 Form and Timing of Payment of Restricted Share Units . At the time of grant, the Committee shall specify the date or dates on which the Restricted Share Units shall become fully vested and nonforfeitable. Upon vesting, the Committee, in its sole discretion, may pay Restricted Share Units in the form of cash, in Shares or in a combination thereof.

7.5 Forfeiture/Repurchase . Except as otherwise determined by the Committee at the time of the grant of the Award or thereafter, upon termination of employment or service during the applicable restriction period, Restricted Share Units that are at that time unvested shall be forfeited or repurchased in accordance with the Award Agreement; provided, however , the Committee may (a) provide in any Restricted Share Unit Award Agreement that restrictions or forfeiture and repurchase conditions relating to Restricted Share Units will be waived in whole or in part in the event of terminations resulting from specified causes, and (b) in other cases waive in whole or in part restrictions or forfeiture and repurchase conditions relating to Restricted Share Units.

ARTICLE 8

PROVISIONS APPLICABLE TO AWARDS

8.1 Award Agreement . Awards under the Plan shall be evidenced by Award Agreements that set forth the terms, conditions and limitations for each Award which may include the term of an Award, the provisions applicable in the event the Participant’s employment or service terminates, and the Company’s authority to unilaterally or bilaterally amend, modify, suspend, cancel or rescind an Award.

8.2 No Transferability; Limited Exception to Transfer Restrictions .

8.2.1 Limits on Transfer. Unless otherwise expressly provided in (or pursuant to) this Section 8.2, by applicable law and by the Award Agreement, as the same may be amended:

(a) all Awards are non-transferable and will not be subject in any manner to sale, transfer, anticipation, alienation, assignment, pledge, encumbrance or charge;

(b) Awards will be exercised only by the Participant; and

(c) amounts payable or shares issuable pursuant to an Award will be delivered only to (or for the account of), and, in the case of Shares, registered in the name of, the Participant.

In addition, the shares shall be subject to the restrictions set forth in the applicable Award Agreement.

8.2.2 Further Exceptions to Limits on Transfer . The exercise and transfer restrictions in Section 8.2.1 will not apply to:

(a) transfers to the Company or a Subsidiary;

(b) transfers by gift to “immediate family” as that term is defined in SEC Rule 16a-1(e) promulgated under the Exchange Act;

(c) the designation of a beneficiary to receive benefits if the Participant dies or, if the Participant has died, transfers to or exercises by the Participant’s beneficiary, or, in the absence of a validly designated beneficiary, transfers by will or the laws of descent and distribution; or

(d) if the Participant has suffered a disability, permitted transfers or exercises on behalf of the Participant by the Participant’s duly authorized legal representative; or

(e) transfer to one or more natural persons who are the Participant’s family members or entities owned and controlled by the Participant and/or the Participant’s family members, including but not limited to trusts or other entities whose beneficiaries or beneficial owners are the Participant and/or the Participant’s family members, or to such other persons or entities as may be expressly approved by the Committee, pursuant to such conditions and procedures as the Committee or may establish.

Notwithstanding anything else in this Section 8.2.2 to the contrary, but subject to compliance with all applicable laws, Incentive Share Options, Restricted Shares and Restricted Share Units will be subject to any and all transfer restrictions under the Code applicable to such Awards or necessary to maintain the intended tax consequences of such Awards.

8.3 Beneficiaries . Notwithstanding Section 8.2, a Participant may, in the manner determined by the Committee, designate a beneficiary to exercise the rights of the Participant and to receive any distribution with respect to any Award upon the Participant’s death. A beneficiary, legal guardian, legal representative, or other person claiming any rights pursuant to the Plan is subject to all terms and conditions of the Plan and any Award Agreement applicable to the Participant, except to the extent the Plan and Award Agreement otherwise provide, and to any additional restrictions deemed necessary or appropriate by the Committee. If the Participant is married and resides in a community property state, a designation of a person other than the Participant’s spouse as his or her beneficiary with respect to more than 50% of the Participant’s interest in the Award shall not be effective without the prior written consent of the Participant’s spouse. If no beneficiary has been designated or survives the Participant, payment shall be made to the person entitled thereto pursuant to the Participant’s will or the laws of descent and distribution. Subject to the foregoing, a beneficiary designation may be changed or revoked by a Participant at any time provided the change or revocation is filed with the Committee.

8.4 Share Certificates . Notwithstanding anything herein to the contrary, the Company shall not be required to issue or deliver any certificates evidencing the Shares pursuant to the exercise of any Award, unless and until the Committee has determined, with advice of counsel, that the issuance and delivery of such certificates is in compliance with all Applicable Laws, regulations of governmental authorities and, if applicable, the requirements of any exchange on which the Shares are listed or traded. All Share certificates delivered pursuant to the Plan are subject to any stop-transfer orders and other restrictions as the Committee deems necessary or advisable to comply with all Applicable Laws, and the rules of any national securities exchange or automated quotation system on which the Shares are listed, quoted, or traded. The Committee may place legends on any Share certificate to reference restrictions applicable to the Shares. In addition to the terms and conditions provided herein, the Committee may require that a Participant make such reasonable covenants, agreements, and representations as the Committee, in its discretion, deems advisable in order to comply with any such laws, regulations, or requirements. The Committee shall have the right to require any Participant to comply with any timing or other restrictions with respect to the settlement or exercise of any Award, including a window-period limitation, as may be imposed in the discretion of the Committee.

8.5 Paperless Administration . Subject to Applicable Laws, the Committee may make Awards, provide applicable disclosure and procedures for exercise of Awards by an internet website or interactive voice response system for the paperless administration of Awards.

8.6 Foreign Currency . A Participant may be required to provide evidence that any currency used to pay the exercise price of any Award were acquired and taken out of the jurisdiction in which the Participant resides in accordance with Applicable Laws, including foreign exchange control laws and regulations. In the event the exercise price for an Award is paid in Chinese Renminbi or other foreign currency, as permitted by the Committee, the amount payable will be determined by conversion from U.S. dollars at the official rate promulgated by the People’s Bank of China for Chinese Renminbi, or for jurisdictions other than the Peoples Republic of China, the exchange rate as selected by the Committee on the date of exercise.

ARTICLE 9

CHANGES IN CAPITAL STRUCTURE

9.1 Adjustments . In the event of any dividend, share split, combination or exchange of Shares, amalgamation, arrangement or consolidation, spin-off, recapitalization or other distribution (other than normal cash dividends) of Company assets to its shareholders, or any other change affecting the shares of Shares or the share price of a Share, the Committee, in order to prevent diminution or enlargement of the benefits intended to be made available under the Award, shall make such proportionate adjustments to reflect such change with respect to to (a) the aggregate number and type of shares that may be issued under the Plan (including, but not limited to, adjustments of the limitations in Section 3.1); (b) the terms and conditions of any outstanding Awards (including, without limitation, any applicable performance targets or criteria with respect thereto); and (c) the grant or exercise price per share for any outstanding Awards under the Plan.

9.2 Corporate Transactions . Except as may otherwise be provided in any Award Agreement or any other written agreement entered into by and between the Company and a Participant, if the Committee anticipates the occurrence, or upon the occurrence, of a Corporate Transaction, the Committee may, in its sole discretion, provide for (i) any and all Awards outstanding hereunder to terminate at a specific time in the future and shall give each Participant the right to exercise the vested portion of such Awards during a period of time as the Committee shall determine, or (ii) the purchase of any Award for an amount of cash equal to the amount that could have been attained upon the exercise of such Award (and, for the avoidance of doubt, if as of such date the Committee determines in good faith that no amount would have been attained upon the exercise of such Award, then such Award may be terminated by the Company without payment), or (iii) the replacement of such Award with other rights or property selected by the Committee in its sole discretion or the assumption of or substitution of such Award by the successor or surviving corporation, or a Parent or Subsidiary thereof, with appropriate adjustments as to the number and kind of Shares and prices, or (iv) payment of Award in cash based on the value of Shares on the date of the Corporate Transaction plus reasonable interest on the Award through the date when such Award would otherwise be vested or have been paid in accordance with its original terms, if necessary to comply with Section 409A of the Code.

9.3 Outstanding Awards — Other Changes . In the event of any other change in the capitalization of the Company or corporate change other than those specifically referred to in this Article 9, the Committee may, in its absolute discretion, make such adjustments in the number and class of shares subject to Awards outstanding on the date on which such change occurs and in the per share grant or exercise price of each Award as the Committee may consider appropriate to prevent dilution or enlargement of rights.

9.4 No Other Rights . Except as expressly provided in the Plan, no Participant shall have any rights by reason of any subdivision or consolidation of Shares of any class, the payment of any dividend, any increase or decrease in the number of shares of any class or any dissolution, liquidation, merger, or consolidation of the Company or any other corporation. Except as expressly provided in the Plan or pursuant to action of the Committee under the Plan, no issuance by the Company of shares of any class, or securities convertible into shares of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number of shares subject to an Award or the grant or exercise price of any Award.

ARTICLE 10

ADMINISTRATION

10.1 Committee . The Plan shall be administered by the Board or a committee of one or more members of the Board to whom the Board shall delegate the authority to grant or amend Awards to Participants other than any of the Committee members. Any grant or amendment of Awards to any Committee member shall then require an affirmative vote of a majority of the Board members who are not on the Committee.

10.2 Action by the Committee . A majority of the Committee shall constitute a quorum. The acts of a majority of the members of the Committee present at any meeting at which a quorum is present, and acts approved in writing by a majority of the Committee in lieu of a meeting, shall be deemed the acts of the Committee. Each member of the Committee is entitled to, in good faith, rely or act upon any report or other information furnished to that member by any officer or other employee of the Company or any Subsidiary, the Company’s independent certified public accountants, or any executive compensation consultant or other professional retained by the Company to assist in the administration of the Plan.

10.3 Authority of the Committee . Subject to any specific designation in the Plan, the Committee has the exclusive power, authority and discretion to:

(a) designate Participants to receive Awards;

(b) determine the type or types of Awards to be granted to each Participant;

(d) determine the terms and conditions of any Award granted pursuant to the Plan, including, but not limited to, the exercise price, grant price, or purchase price, any restrictions or limitations on the Award, any vesting schedule, forfeiture restrictions or restrictions on the exercisability of an Award, and accelerations or waivers thereof, any provisions related to non-competition and recapture of gain on an Award, based in each case on such considerations as the Committee in its sole discretion determines;

(e) determine whether, to what extent, and pursuant to what circumstances an Award may be settled in, or the exercise price of an Award may be paid in, cash, Shares, other Awards, or other property, or an Award may be canceled, forfeited, or surrendered;

(f) prescribe the form of each Award Agreement, which need not be identical for each Participant;

(g) decide all other matters that must be determined in connection with an Award;

(h) establish, adopt, or revise any rules and regulations as it may deem necessary or advisable to administer the Plan;

(i) interpret the terms of, and any matter arising pursuant to, the Plan or any Award Agreement; and

(j) make all other decisions and determinations that may be required pursuant to the Plan or as the Committee deems necessary or advisable to administer the Plan.

10.4 Decisions Binding . The Committee’s interpretation of the Plan, any Awards granted pursuant to the Plan, any Award Agreement and all decisions and determinations by the Committee with respect to the Plan are final, binding, and conclusive on all parties.

ARTICLE 11

EFFECTIVE AND EXPIRATION DATE

11.1 Effective Date . The Plan is effective as of June, 2015 (the “ Effective Date ”). The Plan will be deemed to be approved by the shareholders if it receives the affirmative vote of the holders of a majority of the share capital of the Company present or represented and entitled to vote at a meeting duly held in accordance with the applicable provisions of the Company’s Memorandum of Association and Articles of Association or unanimous written approval by all the shareholders of the Company.

11.2 Expiration Date . The Plan will expire on, and no Award may be granted pursuant to the Plan after, the tenth anniversary of the Effective Date. Any Awards that are outstanding on the tenth anniversary of the Effective Date shall remain in force according to the terms of the Plan and the applicable Award Agreement.

ARTICLE 12

AMENDMENT, MODIFICATION, AND TERMINATION

12.1 Amendment, Modification, And Termination . With the approval of the Board, at any time and from time to time, the Committee may terminate, amend or modify the Plan; provided, however , that (a) to the extent necessary and desirable to comply with Applicable Laws, the Company shall obtain shareholder approval of any Plan amendment in such a manner and to such a degree as required, unless the Company decides to follow home country practice, and (b) unless the Company decides to follow home country practice, shareholder approval is required for any amendment to the Plan that (i) increases the number of Shares available under the Plan (other than any adjustment as provided by Article 9), or (ii) permits the Committee to extend the term of the Plan or the exercise period for an Option beyond ten years from the date of grant.

12.2 Awards Previously Granted . Except with respect to amendments made pursuant to Section 12.1, no termination, amendment, or modification of the Plan shall adversely affect in any material way any Award previously granted pursuant to the Plan without the prior written consent of the Participant.

ARTICLE 13

GENERAL PROVISIONS

13.1 No Rights to Awards . No Participant, employee, or other person shall have any claim to be granted any Award pursuant to the Plan, and neither the Company nor the Committee is obligated to treat Participants, employees, and other persons uniformly.

13.2 No Shareholders Rights . No Award gives the Participant any of the rights of a Shareholder of the Company unless and until Shares are in fact issued to such person in connection with such Award.

13.3 Taxes . No Shares shall be delivered under the Plan to any Participant until such Participant has made arrangements acceptable to the Committee for the satisfaction of any income and employment tax withholding obligations under Applicable Laws. The Company or any Subsidiary shall have the authority and the right to deduct or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy all applicable taxes (including the Participant’s payroll tax obligations) required or permitted by Applicable Laws to be withheld with respect to any taxable event concerning a Participant arising as a result of this Plan. The Committee may in its discretion and in satisfaction of the foregoing requirement allow a Participant to elect to have the Company withhold Shares otherwise issuable under an Award (or allow the return of Shares) having a Fair Market Value equal to the sums required to be withheld. Notwithstanding any other provision of the Plan, the number of Shares which may be withheld with respect to the issuance, vesting, exercise or payment of any Award (or which may be repurchased from the Participant of such Award after such Shares were acquired by the Participant from the Company) in order to satisfy any income and payroll tax liabilities applicable to the Participant with respect to the issuance, vesting, exercise or payment of the Award shall, unless specifically approved by the Committee, be limited to the number of Shares which have a Fair Market Value on the date of withholding or repurchase equal to the aggregate amount of such liabilities based on the minimum statutory withholding rates for the applicable income and payroll tax purposes that are applicable to such supplemental taxable income.

13.4 No Right to Employment or Services . Nothing in the Plan or any Award Agreement shall interfere with or limit in any way the right of the Service Recipient to terminate any Participant’s employment or services at any time, nor confer upon any Participant any right to continue in the employment or services of any Service Recipient.

13.5 Unfunded Status of Awards . The Plan is intended to be an “unfunded” plan for incentive compensation. With respect to any payments not yet made to a Participant pursuant to an Award, nothing contained in the Plan or any Award Agreement shall give the Participant any rights that are greater than those of a general creditor of the Company or any Subsidiary.

13.6 Indemnification . To the extent allowable pursuant to Applicable Laws, each member of the Committee or of the Board shall be indemnified and held harmless by the Company from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by such member in connection with or resulting from any claim, action, suit, or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action or failure to act pursuant to the Plan and against and from any and all amounts paid by him or her in satisfaction of judgment in such action, suit, or proceeding against him or her; provided he or she gives the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled pursuant to the Company’s Memorandum of Association and Articles of Association, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless.

13.7 Relationship to other Benefits . No payment pursuant to the Plan shall be taken into account in determining any benefits pursuant to any pension, retirement, savings, profit sharing, group insurance, welfare or other benefit plan of the Company or any Subsidiary except to the extent otherwise expressly provided in writing in such other plan or an agreement thereunder.

13.8 Expenses . The expenses of administering the Plan shall be borne by the Company and its Subsidiaries.

13.9 Titles and Headings . The titles and headings of the Sections in the Plan are for convenience of reference only and, in the event of any conflict, the text of the Plan, rather than such titles or headings, shall control.

13.10 Fractional Shares . No fractional Shares shall be issued and the Committee shall determine, in its discretion, whether cash shall be given in lieu of fractional Shares or whether such fractional Shares shall be eliminated by rounding up or down as appropriate.

13.11 Limitations Applicable to Section 16 Persons . Notwithstanding any other provision of the Plan, the Plan, and any Award granted or awarded to any Participant who is then subject to Section 16 of the Exchange Act, shall be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 of the Exchange Act) that are requirements for the application of such exemptive rule. To the extent permitted by the Applicable Laws, the Plan and Awards granted or awarded hereunder shall be deemed amended to the extent necessary to conform to such applicable exemptive rule.

13.12 Government and Other Regulations . The obligation of the Company to make payment of awards in Shares or otherwise shall be subject to all Applicable Laws, and to such approvals by government agencies as may be required. The Company shall be under no obligation to register any of the Shares paid pursuant to the Plan under the Securities Act or any other similar law in any applicable jurisdiction. If the Shares paid pursuant to the Plan may in certain circumstances be exempt from registration pursuant to the Securities Act or other Applicable Laws, the Company may restrict the transfer of such Shares in such manner as it deems advisable to ensure the availability of any such exemption.

13.13 Governing Law . The Plan and all Award Agreements shall be construed in accordance with and governed by the laws of the Cayman Islands.

13.14 Section 409A . To the extent that the Committee determines that any Award granted under the Plan is or may become subject to Section 409A of the Code, the Award Agreement evidencing such Award shall incorporate the terms and conditions required by Section 409A of the Code. To the extent applicable, the Plan and the Award Agreements shall be interpreted in accordance with Section 409A of the Code and the U.S. Department of Treasury regulations and other interpretative guidance issued thereunder, including without limitation any such regulation or other guidance that may be issued after the Effective Date. Notwithstanding any provision of the Plan to the contrary, in the event that following the Effective Date the Committee determines that any Award may be subject to Section 409A of the Code and related Department of Treasury guidance (including such Department of Treasury guidance as may be issued after the Effective Date), the Committee may adopt such amendments to the Plan and the applicable Award agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Committee determines are necessary or appropriate to (a) exempt the Award from Section 409A of the Code and/or preserve the intended tax treatment of the benefits provided with respect to the Award, or (b) comply with the requirements of Section 409A of the Code and related U.S. Department of Treasury guidance.

13.15 Appendices . The Committee may approve such supplements, amendments or appendices to the Plan as it may consider necessary or appropriate for purposes of compliance with Applicable Laws or otherwise and such supplements, amendments or appendices shall be considered a part of the Plan; provided, however, that no such supplements shall increase the share limitation contained in Section 3.1 of the Plan without the approval of the Board.

Exhibit 10.2

9F INC.

2016 SHARE INCENTIVE PLAN

ARTICLE 1

PURPOSE

The purpose of the 9F Inc. 2016 Share Incentive Plan (the “ Plan ”) is to promote the success and enhance the value of 9F Inc., a company formed under the laws of the Cayman Islands (the “ Company ”), by linking the personal interests of the members of the Board, Employees, Consultants and other individuals as the Committee may authorize and approve, to those of the Company’s shareholders and, by providing such individuals with an incentive for outstanding performance, to generate superior returns to the Company’s shareholders. The Plan is further intended to provide flexibility to the Company in its ability to motivate, attract, and retain the services of recipients of share incentives hereunder upon whose judgment, interest, and special effort the successful conduct of the Company’s operation is largely dependent.