China Rapid Finance Ltd (Form: 6-K, Received: 06/18/2019 06:30:02)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

OF THE SECURITIES EXCHANGE ACT OF 1934

For the month of June 2019

(Commission File No. 001-38051)

China Rapid Finance Limited

2th Floor, Building D, BenQ Plaza

207 Songhong Road

Changning District, Shanghai 200335

People’s Republic of China

+86-21-6032-5999

(Address of Principal Executive Office)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

EXHIBIT INDEX

Exhibit 99.1 Press Release of China Rapid Finance Announces Strategic Transaction with

Hongkong Outjoy Education Technology Co., Ltd.

Exhibit 99.2 Cooperation Agreement Between China Rapid Finance Limited and Hongkong Outjoy

Education Technology Co., Ltd.

Exhibit 99.3 China Rapid Finance Limited Share Subscription Agreement

Exhibit 99.4 Warrant To Purchase Class A Ordinary Shares Of China Rapid Finance Limited

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized.


China Rapid Finance Limited

By	:	/s/ Steven Foo
		Steven Foo Chief Financial Officer

Date: June 18, 2019

China Rapid Finance Announces Strategic Transaction with

Hongkong Outjoy Education Technology Co., Ltd.

A portion of the Company’s future increase in value is being reserved for existing lenders as part of the transition to the new business model

SHANGHAI, China – June 17, 2019 – China Rapid Finance Limited (NYSE: XRF) (“XRF” or the “Company”) today announced the signing of a cooperation agreement (the “Cooperation Agreement”) with Hongkong Outjoy Education Technology Co., Ltd. (“OET”) to form a new operating subsidiary of the Company (the “Project Company”), which will operate an institutionally-funded Lend Aid platform intended to become the Company’s core business going forward.

The new business will operate separately from the Company’s existing marketplace lending business. No retail funding will be used for this new business. This new business will leverage the Company’s existing borrower base and technology and facilitate a range of products for institutional investors, from short-term to long-term installment loans. The Company’s management believes that the Project Company will be the engine of transformation and future growth of the Company.

The Project Company’s management team will be nominated by OET, including the head of the Project Company, which shall initially be Ms. Yang (Laurance) Liu. The Project Company’s management team will operate under the supervision of the Company’s Board of Directors.

The key terms of the Cooperation Agreement include:

OET will invest an aggregate of RMB 100 million (in the form of U.S. dollars) into the Company over the next six months in exchange for unregistered Class A ordinary shares of the Company, subject to a one-year lock-up period. The Class A ordinary shares will be issued at the weighted average closing price of the Company’s ADSs representing Class A ordinary shares on the New York Stock Exchange for the 30 trading days preceding the effective date plus a 30% premium. The investment will be used to fund the operations of the Project Company.

OET will secure lending capital for the Project Company from licensed financial institutions in China that are qualified to grant loans, and in exchange the Project Company will provide marketing services to assist borrowers that seek to obtain loans and other relevant services from such licensed financial institutions.

The Company will also issue a warrant to OET to purchase up to an aggregate of 66,402,480 Class A ordinary shares of the Company, subject to the achievement of certain

EBITA milestone targets by the Project Company, which range from $3.7 million to $294.1 million, on a trailing four-quarter basis. The purchase price per Class A ordinary share is $0.0001 and the warrant has a term of sixty-six (66) months. If the Project Company achieves the maximum $294.1 million EBITA target during the term of the warrant, OET will have the right to purchase all of the 66,402,480 Class A ordinary shares underlying the warrant.

To help the Company to accelerate the transition to the Lend Assistant model, an additional warrant to purchase up to an aggregate of 66,402,480 Class A ordinary shares of the Company, with terms and conditions substantially similar to the warrant issued to OET, net of all loan repayments and recoveries, will be issued to a special purpose vehicle and/or a limited partnership entity established for the benefit of the existing lenders on the Company’s legacy marketplace lending platform. See more regarding repayment of prior lenders below.

Mr. Russell Krauss will resign from his positions as co-CEO and Vice Chairman, but will remain on the Board of Directors of the Company.

Dr. Po Wang, co-CEO of OET will be appointed as co-CEO of the Company.

Following the completion of OETs full RMB 100 million investment into the Company, OET will be entitled to nominate two additional independent directors to the Company’s Board of Directors. These nominations shall be subject to approval of the Company’s Board of Directors and the ratification by the shareholders of the Company.

Following the earlier of the completion of OETs full RMB 100 million investment into the Company or the achievement of the initial $3.7 million EBITA target for the Project Company, the Company’s current co-CEO and Chairman, Dr. Zane Wang will resign as co-CEO and Dr. Po Wang will become sole CEO of the Company. Dr. Zane Wang will continue to serve as the Chairman of the Company, and will supervise the repayments and recoveries for the existing lenders on the Company’s marketplace lending platform, as well as the value sharing mechanism through an SPV and/or LPs (as described below).

Dr. Po Wang, of OET commented, “Partnering with China Rapid Finance Limited is a fantastic opportunity for OET. China Rapid Finance Limited is an established public company on the New York Stock Exchange and has valuable competitive assets, a large customer base and proprietary credit risk scoring algorithms. Combining those assets with OET’s talent and financial strength will enable us quickly create a new marketing services business to connect borrowers with licensed lending institutions, and we believe XRF can rapidly grow into a market leader.”

Russell Krauss, Vice Chairman and Co-Chief Executive Officer of the Company commented, “This initiative will be the first step to driving the fundamental transformation of our business. The new unit will be a core business for China Rapid Finance Limited going forward. We will continue to explore other strategic alternatives that will help us re-position ourselves in the growing consumer lending market in China.”

The Cooperation Agreement and associated transactions are consistent with the Company’s strategic decision to undergo a transition away from its legacy marketplace lending business. The Company will continue to manage its existing marketplace lender base, and, through the use of its enhanced collection efforts, the Company will continue to assist lenders to recover their investments.

Dr. Zane Wang, Chairman and co-CEO of the Company stated: “We are excited about this transformation and partnership with OET. We believe this will enable China Rapid Finance Limited to secure itself as a leader with a long successful brand and heritage in the consumer lending business. We are fully committed to continue servicing our existing customers and transition our business into the institutional lending model in an orderly and responsible manner and intend to comply with all regulatory requirements and contractual obligations.”

The full Cooperation Agreement will be filed with the U.S. Securities and Exchange Commission, and may be accessed through the SEC’s EDGAR website at http://www.sec.gov .

As previously disclosed, because of recent regulatory changes and uncertainty in the marketplace lending industry, the Company is suspending its consumer marketplace lending activities, and is transitioning to a new business model. Since the Company’s marketplace lending new loan origination ceased, the loan portfolio has experienced above normal levels of defaults. The Company is continuing collection efforts on behalf of the lenders on its marketplace lending platform. In order to help the Company facilitate an orderly exit from the marketplace lending business, OET has agreed to share the value generated by the Project Company with the prior lenders on the Company’s marketplace lending platform to help accelerate the transition to the Lend Assistant model, and learn the borrower credit behavior information from the lenders. These efforts are also encouraged by local authorities. The value allocated to the existing lenders on the Company’s marketplace lending platform shall be reserved for them through a special purpose vehicle (“SPV”) and/or limited partnership (“LP”) structure in the form of a warrant exercisable for up to 66,402,480 Class A ordinary shares of the Company. The terms of such warrant shall be substantially similar to the warrant granted to OET, and will also be exercisable upon the occurrence of certain EBITA milestones by the Project Company; provided, however, that the value of the warrant granted to the SPV or LP shall be reduced by the amount of any repayments and recoveries received on behalf of the prior lenders through the collection efforts of the Company or otherwise. Therefore, the full amount of this warrant may only be exercised in the event the Project Company generates EBITA of $294.1 million within five years and there are no additional loan repayments or recoveries to offset this amount. This amount may be settled in the form of cash, securities or other form of value. The specific mechanism for the implementation is subject to further discussion with the lenders and the local authorities.

The Company also confirms that it intends to continue working towards regaining compliance with both the listing requirements of the NYSE and the reporting requirements of the SEC.

About China Rapid Finance Limited

China Rapid Finance (NYSE: XRF) is a leading fintech company that operates an award-winning microcredit company and one of China's largest online consumer finance marketplaces. The Company enables affordable access to digital credit for one of the world's largest untapped consumer credit markets: China’s mobile-active consumers The Company utilizes its proprietary, mobile-first technology to select consumers for its platform. China Rapid Finance was founded by Dr. Zane Wang, who has decades of consumer credit industry experience in the U.S. and China. For more information, please visit http://ir.crfchina.com.

About Hongkong Outjoy Education Technology Ltd

Hongkong Outjoy Education Technology Co., Ltd. (“OET”), with its operational unit in China, is a successful start-up company headquartered in Beijing. It was founded in 2015 by Mr. Jian Song. OET’s major focus is on ecommerce-based financial services, as well as consumer lending and personal loans.

Safe Harbor Statement

This press release contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These statements can be identified by terminology such as “may,” “will,” “expects,” “anticipates,” “aims,” “future,” “intends,” “plans,” “believes,” “estimates,” “likely to” and similar statements. The Company may also make written or oral forward-looking statements in its reports filed with, or furnished to, the U.S. Securities and Exchange Commission, in its annual reports to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including statements about the Company’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: the Company’s ability to satisfy the requirements of PRC regulatory authorities regarding the repayment of loans made by lenders on its platform; the success of the cooperation arrangement with OET; the Company’s ability to file its Annual Report in a timely manner or regain compliance with NYSE continued listing standards; the potential need to make adjustments to prior period financial statements of the Company; unexpected difficulties in the Company’s pursuit of its goals and strategies; unexpected developments, including slow growth, in the consumer lending market reduced demand for, and market acceptance of, the Company’s products and services; difficulties keeping and strengthening relationships with borrowers or investors; difficulties of expanding data and channel partnerships, potentially costly servicing activities; competition in the consumer lending market; PRC governmental regulations and policies; and general economic and business conditions in the regions where the Company provides products and services. Further information regarding these and other risks is included in the Company’s reports filed with, or furnished to, the Securities and Exchange Commission. All

information provided in this announcement and in the attachments is as of the date of this announcement, and the Company undertakes no duty to update such information except as required under applicable law.

Investor Relations Contact:

The Blueshirt Group

Gary T. Dvorchak, CFA

gary@blueshirtgroup.com

COOPERATION AGREEMENT

Between

China Rapid Finance Limited

and

Hongkong Outjoy Education Technology Co., Ltd.

This COOPERATION AGREEMENT (this “ Agreement ”), entered into on the 17th day of June, 2019 (the “ Effective Date ”), by and between China Rapid Finance Limited, a Cayman Islands exempted company with limited liability (NYSE: XRF, hereinafter referred to as " XRF "), and Hongkong Outjoy Education Technology Co., Ltd., a limited liability company registered in Hong Kong (hereinafter referred to as " OET "), regarding the proposed business cooperation between XRF and OET. XRF and OET are referred to collectively as the “ Parties ”.

Purpose and Method of Cooperation

1.1

Purpose of Cooperation: XRF and OET hereby intend to utilize the resources and knowhow of both XRF and OET to achieve XRF's business transformation and to turn XRF into a leading fintech enterprise in China.

1.2

Method of Cooperation: Upon the execution of this Agreement, XRF shall establish a wholly owned subsidiary in China to serve as a project company for the cooperation (hereinafter referred to as the " Project Company ") to engage in the loan assistance business. OET shall secure credit line funding from licensed financial institutions in China that are qualified to issue loans to the Project Company. The Project Company shall, with the assistance of OET, continuously develop new products and services, assist XRF to complete its business transformation, improve XRF's consolidated revenues and cash flow and create value for the shareholders of XRF. To help incentivize OET to achieve these goals, XRF shall issue to OET a Warrant for the

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purchase of an aggregate of up to 66,402,480 Class A ordinary shares of XRF upon the achievement of certain EBITA milestones by the Project Company (hereinafter referred to as “ Shares ”), which will be exercisable upon the achievement of certain milestones described therein, a form of which is attached hereto as Annex A (hereinafter referred to as the “ Warrant ”).

Treatment of Existing Lenders

2.1

The Parties acknowledge and agree that a portion of the increase in value of XRF (which is expected to be due primarily to the activity of the Project Company), will be reserved for existing lenders on XRF’s marketplace lending platform (hereinafter referred to as the “ Existing Lenders ”), because it will help the Company to accelerate the transition to the Lend Assistant model, and help the Project Company to learn the borrower’s valuable credit behavior information.

2.2

The Parties shall establish a special purpose vehicle (“SPV”) or limited partnership (“ LP ”) structure for the benefit of the Existing Lenders, which shall facilitate the winding down of XRF’s marketplace lending business. The SPV and/or LP structure must be established prior to any investment by OET under the terms of this Agreement.

2.3

The specific mechanism of this reservation of future value for the Existing Lenders shall be determined by the Parties through future discussion among themselves, with representatives of the Existing Lenders and with relevant regulatory authorities in China. The value of these shares could be realized in the form of cash, securities or other form of value.

2.4

OET and XRF agree to reserve up to a total of 66,402,480 Class A ordinary shares for the benefit of the SPV and/or LP, The terms of such warrant shall be substantially similar to the warrant granted to OET, and will also be exercisable upon the occurrence of certain EBITA milestones by the Project Company; provided, however, that the value of the warrant granted to the SPV and/or LP

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shall be reduced by the amount of any repayments and recoveries received on behalf of the prior lenders through the collection efforts of the Company or otherwise.

Establishment and Management of Project Company

3.1

The Project Company will be a wholly owned subsidiary of Shanghai Shouhang Business Management Co., Ltd. ( hereinafter referred to as " SH " ), which is itself a wholly owned subsidiary of XRF. OET shall, after the establishment of the Project Company, nominate a Management Team consisting of Dr. Po Wang, Mr. Hao (Kevin) Chen, and Ms. Yang (Laurance) Liu to take charge of the daily operations of the Project Company. Such Management Team shall put forward proposals for the Project Company's management structure, operational plans, financial forecasts and compliance supervision, among other matters, and such proposals shall be subject to the approval of XRF's Board of Directors.

3.2

The Head of the Project Company shall be nominated by OET, subject to the approval of XRF's Board of Directors. Such nominee shall be Ms. Yang (Laurance) Liu.

3.3

Immediately after signing of this Agreement, OET shall nominate a co-CEO and director of XRF (hereinafter the “ Proposed Nominee ”), the appointment of whom shall be effective on the date of signing of this Agreement, subject to the approval of XRF’s Board of Directors and, in the case of the directorship position, the ratification by the shareholders of XRF, at which time Russell Krauss will also resign from his position as co-CEO of XRF. The Proposed Nominee shall be Dr. Po Wang.

3.4

The Project Company shall, based on the prior approval of XRF's Board of Directors for the strategic planning, operational plans and financial forecasts of the Project Company, manage its personnel, finances and operational work

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independently, and the financial results and financial condition of the Project Company shall be included in XRF's consolidated financial statements.

3.5

The Project Company shall independently audit all of its costs, and XRF shall provide paid technical support and services to the Project Company according to the specific needs of the Project Company. The internal pricing of such support and services shall be based on cost prices to be reasonably agreed to by XRF and the Project Company.

3.6

The Project Company shall pay an administration fee (hereinafter an “ Administration Fee ”) to XRF on a monthly basis, which shall cover the costs for the relevant support for financial, risk management, internal control and compliance issues provided by XRF to the Project Company. The amount of the Administration Fee shall by jointly determined and agreed by the Parties according to the actual number of staff involved and the actual expenses incurred within three months from the Effective Date .

3.7

XRF shall disclose any and all related party transactions of XRF and XRF's subsidiaries related to OET and OET's subsidiaries in accordance with the relevant laws, rules and regulations.

3.8

Subject to the requirements for listed companies in the United States, the relevant laws, rules and regulations of China and the relevant corporate governance standards, the Project Company's internal control and compliance performance shall be overseen by XRF’s Board of Directors and Audit Committee.

Phases of Cooperation

4.1

Phase One: Ramp-up Phase

4.1.1

The first phase (hereinafter referred to as “ Phase One ”) of cooperation hereunder shall last until the earlier to occur of (i) the date that is six months from the Effective Date and (ii) the completion of a 100,000,000 RMB

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investment by OET into the Project Company. During Phase One, OET shall use its best efforts to assist the Project Company in obtaining credit lines from licensed financial institutions in China that are qualified to grant loans, and in exchange the Project Company will provide loan assistance and other relevant services to such licensed financial institutions. The specific methods and contents of such assistance and services shall be subject to a Service Agreement, the terms of which will be agreed between the relevant parties.

4.1.2

Key performance indicators (hereinafter referred to as “ KPIs ”) for the Project Company during Phase One shall be consistent with the overall system of KPIs for XRF, as disclosed in XRF’s periodic filings with the Securities and Exchange Commission. The Project Company’s KPIs shall include, but not be limited to, the number of new customers, number of repeat customers, average loan amount, accumulated loan amount granted, overdue rate, gross income, cost ratio and EBITA.

4.1.3

During Phase One, XRF shall provide to OET information concerning the operations of XRF in order to permit OET to offer suggestions to XRF regarding improving operational performance.

4.1.4

If, at or prior to the end of Phase One, either (i) XRF unilaterally makes substantial changes in the management of the Project Company or (ii) XRF fails to issue the Warrant to OET, OET shall have the right to require XRF to assume the liabilities for breach of contract and to unilaterally claim the termination of this Agreement, and 1) XRF will transfer the control and full ownership of the Project Company to a party designated by OET, and the Project Company may not conduct any new business until such transfer has been completed; 2) XRF shall hold the ownership of the IT system that is provided to the Project Company by XRF, and no individual or party may continue to use such system without the prior consent of XRF; 3) Any and all product systems developed under the Project Company during the cooperation

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period hereunder shall be owned equally by XRF and OET.

4.2

Phase Two: In-depth Cooperation

After Phase One (such time hereinafter referred to as “ Phase Two ”), the following are to occur:

1）Dr. Zane Wang shall resign as co-CEO of XRF immediately upon the earlier of (i) the completion of the entire Investment and (ii) the Project Company’s EBITA reaching RMB 25 million (defined below), and the Proposed Nominee shall become sole CEO of XRF. Dr. Zane Wang will continue to serve as the Chairman of the Company, and will supervise the repayments and recoveries for the existing lenders on XRF’s marketplace lending platform, as well as the value sharing mechanism through an SPV and/or LPs (as described in Section 2 above). EBITA shall be the aggregate EBITA of the Project Company for the most recent four (4) fiscal quarters and shall be calculated on a quarterly basis by the Company’s Chief Financial Officer in accordance with U.S. generally accepted accounting principles.

2）Immediately upon the commencement of Phase Two, OET shall be entitled nominate two persons to serve as the independent directors (as such term is defined under the Securities Exchange Act of 1934, as amended) on XRF’s Board of Directors. Such appointments are subject to the approval of XRF’s Board of Directors and the ratification by the shareholders of XRF.

3）During the 5-year period following the formation of the Project Company, OET shall have the right to nominate the head of Project Company, subject to the XRF Board approval.

Cash Investment

5.1

OET or an entity designated by OET shall, (i) within thirty (30) days of the

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Effective Date, make an equity investment in XRF equal to the U.S. dollar equivalent of RMB 10 million (hereinafter referred to as the “ Initial Investment ”), (ii) within ninety (90) days of the Effective Date, make an equity investment in XRF equal to the U.S. dollar equivalent of RMB 45 million, which amount shall be in addition to the Initial Investment (hereinafter referred to as the “ Secondary Investment ”), and (iii) within one hundred eighty (180) days of the Effective Date, make an equity investment in XRF equal to the U.S. dollar equivalent of RMB 45 million, which amount shall be in addition to the Initial Investment and the Secondary Investment (hereinafter referred to as the “ Tertiary Investment ” and together with the Initial Investment and the Secondary Investment, the “ Investment ”). OET will receive Class A ordinary shares in XRF in exchange for such cash investments. The Investment will be provided in installments according to the Project Company's budget plans, with the specific amount of such investment and the time nodes of providing such investment to be determined by both Parties from time to time. See Annex B attached hereto for the details of the Investment as set forth in the form of Share Subscription Agreement to be entered into by and between XRF and OET (hereinafter the “ SSA ”).

5.2

The proceeds from the Investment shall be used for preparation work and the operations of the Project Company in accordance with operational plans approved by the Board of Directors of XRF.

OET's Other Rights and Obligations

6.1

OET shall use its experience and advantages to provide XRF with operational and investment assistance reasonably requested by XRF, including, but not limited to:

1) Providing suggestions for XRF's industrial resources integration and branding issues;

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2) Participating in formulating XRF's strategic plans and providing suggestions for XRF's operation and management issues;

3) Providing M&A support and financing support;

4) Assisting XRF in team building;

5) Assisting XRF in the optimization of its governance structure and in the improvement of its financial management system;

6) Assisting in selecting or recommending suitable intermediaries; and

7) Providing suggestions and opinions for other major decisions in the process of achieving business objectives.

6.2

OET shall, after the signing of this Agreement, enter into the following agreements with the relevant parties:

1) OET shall enter into a Service Agreement with the Project Company regarding the provision of RMB 2.5 billion of loan funding by financial institutions within six months and to determine the corresponding institutional funding costs.

2) OET shall enter into a Service Agreement with the Project Company regarding the provision of RMB 20 billion of loan funding by financial institutions within three years and to determine the corresponding institutional funding costs.

6.3

XRF may, after the Effective Date, seek additional financing from third parties, and OET will not object to such additional financing.

6.4

XRF agrees to indemnify and hold harmless OET and its officers and directors, employees and affiliates and their respective successors and assigns and each other person, if any, who controls any thereof, against any loss, liability, claim, damage and expense whatsoever arising from XRF’s businesses unrelated to the Project Company except for those related to recommendations made by OET and

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implemented by XRF regarding these other businesses. In addition, any individuals nominated by OET to serve as an officer or director of XRF shall, if and when appointed, be entitled to enter into XRF’s standard indemnification agreement. Furthermore, each of the Parties (each, an “ Indemnifying Party ”) shall indemnify and hold harmless the other Party (the “ Indemnified Party ”) and its officers and directors, employees and affiliates and their respective successors and assigns and each other person, if any, who controls any thereof, against any loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all expenses whatsoever reasonably incurred in investigating, preparing or defending against any litigation commenced or threatened or any claim whatsoever) arising out of or based upon any false or misleading representation or warranty or breach or failure by the Indemnifying Party to comply with any covenant or agreement made by the Indemnifying Party in this Agreement, the SSA or the Warrant, provided that (i) no such indemnification shall be provided if and to the extent of fraud, gross negligence or willful misconduct on the part of the Indemnified Party and (ii) indemnification of OET shall be capped at the amount of investment made by OET under the SSA.

Governing Law

7.1

This Agreement will be governed by the laws of the State of New York, without giving effect to conflict of law principles thereof.

Miscellaneous

8.1

OET represents and warrants to XRF that none of OET or any of its officers, directors or controlling persons has been sanctioned or penalized by any regulatory or administrative authority in China or convicted of any civil or criminal liability. There is no pending or, to the knowledge of OET, threatened suit, claim, complaint, action, litigation, arbitration, proceeding (including any

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civil, criminal, administrative, regulatory, investigative or appeal proceeding), hearing, audit, examination or investigation commenced, brought, conducted or heard by or before, any court, arbitrator, mediator or other governmental, regulatory or administrative authority against OET or any of its officers, directors or controlling persons.

8.2

This Agreement is hereby made in quadruplicate original copies, of which each party herein shall hold two original copies. This Agreement shall become effective on the Effective Date.

8.3

This Agreement is hereby made in Chinese and English versions. In case of any discrepancies between these two versions, the English version shall prevail.

8.4

This Agreement may not be assigned in whole or in part by either Party without the prior written consent of the other Party.

8.5

This Agreement may be executed in counterparts, including counterparts by facsimile and via electronic mail in portable document format (pdf).

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, XRF and OET have caused this Agreement to be duly executed and delivered as of the Effective Date.

CHINA RAPID FINANCE LIMITED

By: ___________________________

Name:

Title:

HONGKONG OUTJOY EDUCATION TECHNOLOGY CO., LTD.

By: ___________________________

Name:

Title:

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CHINA RAPID FINANCE LIMITED

SHARE SUBSCRIPTION AGREEMENT

Effective Date: June 17, 2019

In connection with the proposed investment by Hongkong Outjoy Education Technology Co., Ltd., a limited liability company registered in Hong Kong, and/or its designated investment entities (together known as " OET "), in China Rapid Finance Limited, a Cayman Islands exempted company with limited liability (the “ Company ”) (such transaction, the “ Transaction ”), pursuant to the terms of the Cooperation Agreement, dated on the date hereof (the “Effective Date”), by and between the Company and OET, OET proposes to purchase Class A ordinary shares (of China Rapid Finance Limited (the “ Company ”), par value $0.0001 per share (the “ Ordinary Shares ”), from the Company at a price per share equal to the Purchase Price (defined below), subject to the terms and conditions contained herein. In connection therewith, OET and the Company agree as follows:

1. OET hereby irrevocably subscribes for and agrees to purchase from the Company, in separate tranches (the date of each such tranche, a “ Closing Date ”), an aggregate number of Ordinary Shares (the “ Shares ”) equal to the U.S. dollar equivalent of RMB 100.0 million, at a price per share equal to the Purchase Price. The “ Purchase Price ” means the weighted average closing price of the Company’s ADSs representing Ordinary Shares on the New York Stock Exchange (NYSE: XRF) (the “ Relevant Shares ”) for the thirty (30) trading days preceding the Effective Date, multiplied by 1.3. The first tranche shall consist of Ordinary Shares having a value equal to the U.S. dollar equivalent of RMB 10.0 million, and the Closing Date for the first tranche shall be no later than thirty (30) days following the Effective Date. The second tranche shall consist of Ordinary Shares having a value equal to the U.S. dollar equivalent of RMB 45.0 million, and the Closing Date for the second tranche shall be no later than ninety (90) days following the Effective Date. The third tranche shall consist of Ordinary Shares having a value equal to the U.S. dollar equivalent of RMB 45.0 million, and the final Closing Date for the third tranche shall be no later than one hundred eighty (180) days following the Effective Date, provided that there has been no material adverse change in the Company’s business, properties, financial condition, stockholders’ equity or results of operations of the Company since the Effective Date. All exchange rates shall be based on the noon buying rate of the Federal Reserve Bank of New York.

2. OET shall deliver to the Company on each Closing Date the aggregate subscription amount for the Shares subscribed for on such Closing Date by wire transfer of United States dollars in immediately available funds to the account specified by the Company against delivery to OET, or to a custodian designated by OET, of the Shares in book-entry form.

3. OET is (i) a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “ Securities Act ”)) or (ii) an institutional “accredited investor” (within the meaning of Rule 501(a) under the Securities Act) or (iii) the Transaction is being completed in accordance with Regulation S under the Securities Act and all applicable conditions have been satisfied. OET is acquiring the Shares only for its own account and not for the account of others, and not on behalf of any other account or person or with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act. OET is not an entity formed for the specific purpose of acquiring the Shares.

4. The Company represents and warrants that:

The Company has been duly incorporated, is validly existing and is in good standing under the laws of the Cayman Islands, with corporate power and authority to own, lease and operate its properties and conduct its business as presently conducted.

The Shares have been duly authorized and, when issued and delivered to OET against full payment therefor in accordance with the terms of this Subscription Agreement, will be validly issued, fully paid and non-assessable and will not have been issued in violation of or subject to any preemptive or similar rights created under the Company’s Fourth Amended and Restated Memorandum and Articles of Association or under Cayman Islands law.

This Subscription Agreement has been duly authorized, executed and delivered by the Company and is enforceable in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, and (ii) principles of equity, whether considered at law or equity.

The issuance and sale of the Shares and the compliance by the Company with all of the provisions of this Subscription Agreement and the consummation of the transactions herein will be done in accordance with the New York Stock Exchange rules and will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Company or any of its subsidiaries pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company is subject (a “ Contract ”), which would be reasonably like to have, individually or in the aggregate, a material adverse

effect on the business, properties, financial condition, stockholders’ equity or results of operations of the Company (a “ Material Adverse Effect ”) or affect the validity of the Shares or the legal authority of the Company to comply with the terms of this Subscription Agreement; (ii) result in any violation of the provisions of the organizational documents of the Company; or (iii) result in any violation of any statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries or any of its properties which would have a Material Adverse Effect or affect the validity of the Shares or the legal authority of the Company to comply with this Subscription Agreement.

The Company is not in default or violation (and no event has occurred which, with notice or the lapse of time or both, would constitute a default or violation) of any term, condition or provision of (i) the organizational documents of the Company, (ii) any Contract or (iii) any statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over the Company or any of its properties, except, in the case of clauses (ii) and (iii), for defaults or violations that have not had and would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect.

The Company is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority, self-regulatory organization or other person in connection with the execution, delivery and performance by the Company of this Subscription Agreement (including, without limitation, the issuance of the Shares), other than (i) filings required by applicable state securities laws, (ii) the filing of a Notice of Exempt Offering of Securities on Form D with the Securities and Exchange Commission (the “ SEC ”) under Regulation D of the Securities Act (if applicable), (ii) those filings required by the New York Stock Exchange, and (iii) filings which, if not obtained, would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect.

As of the date of this Subscription Agreement, the authorized capital stock of the Company consists of 500,000,000 ordinary shares. As of March 31, 2019, the Company had 59,466,874 Class A ordinary shares and 6,935,606 Class B ordinary shares issued and outstanding. As of each Closing Date, (i) no shares of preferred stock will be issued and outstanding, (ii) no ordinary shares will be held in the treasury of the Company, and (iii) except for incentive share and employee benefit plans, no options, warrants or other securities exercisable for or convertible into shares of capital stock of the Company will be issued or outstanding.

Except for the Annual Report on Form 20-F for the year ended December 31, 2018 (the “ 2018 Form 20-F ”), the Company has filed with the United States Securities and Exchange Commission (the “ SEC ”) all material forms, documents and reports required to be filed or furnished prior to the date of this Subscription Agreement by it with the SEC (the “ Company SEC Documents ”). As of their respective dates, or, if amended or superseded by a filing prior to the date of this Subscription Agreement, as of the date of such amendment or superseding filing, the Company SEC Documents complied in all material respects with the requirements of the Securities Act or the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), as the case may be, and the applicable rules and regulations promulgated thereunder. The books and records of the Company have been, and are being, maintained in all material respects in accordance with United States generally accepted accounting principles (to the extent applicable).

Except for communications in connection with the 2018 Form 20-F, the Company has not received any written communication from a governmental entity that alleges that the Company is not in compliance with or is in default or violation of any applicable law, except where such non-compliance, default or violation would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect.

Assuming the accuracy of OET’s representations and warranties set forth in this Subscription Agreement, no registration under the Securities Act is required for the offer and sale of the Shares by the Company to OET.

Neither the Company nor any person acting on its behalf has engaged or will engage in any form of general solicitation or general advertising (within the meaning of Regulation D of the Securities Act) in connection with any offer or sale of the Shares.

Except for such matters as have not had and would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect, there is no proceeding pending, or, to the Company’s knowledge, threatened against the Company or any judgment, decree, injunction, ruling or order of any governmental entity or arbitrator outstanding against the Company.

Neither the Company nor any of its subsidiaries has taken any steps to seek protection pursuant to any law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does the Company or any subsidiary have any knowledge or reason to believe that any of their respective creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so.

5. OET understands that the Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that the Shares have not been registered under the Securities Act. OET understands that the Shares may not be resold, transferred, pledged or otherwise disposed of by OET absent an effective registration statement under the Securities Act except (i) to the Company or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Securities Act or (iii) pursuant to another applicable exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of the states and of the United States and other jurisdictions, and that any certificates representing the Shares shall contain a legend to such effect. OET acknowledges that the Shares will not be eligible for resale pursuant to Rule 144A promulgated under the Securities Act. OET understands and agrees that the Shares will be subject to transfer restrictions and, as a result of these transfer restrictions, OET may not be able to readily resell the Shares and may be required to bear the financial risk of an investment in the Shares for an indefinite period of time. OET understands that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any of the Shares.

6. OET hereby agrees not to, directly or indirectly (1) offer, pledge, assign, encumber, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, any of the Shares or (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of the Shares or such other securities, in cash or otherwise, or publicly announce an intention to do any of the foregoing, for a period of one year from each Closing Date.

7. OET understands and agrees that OET is purchasing Shares directly from the Company. OET further acknowledges that there have been no representations, warranties, covenants and agreements made to OET by any placement agent utilized by the Company as part of the issuance and sale of the Shares, the Company, any of their respective officers or directors or any other person or entity, expressly or by implication, other than those representations, warranties, covenants and agreements included in this Subscription Agreement.

8. OET represents and warrants that its acquisition and holding of the Shares will not constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amended, Section 4975 of the Internal Revenue Code of 1986, as amended, or any applicable similar law.

9. OET acknowledges and agrees that OET has received such information as OET deems necessary in order to make an investment decision with respect to the Shares. OET represents and agrees that OET and OET’s professional advisor(s), if any, have had the full opportunity to ask such questions, receive such answers and obtain such information as OET and such undersigned’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Shares.

10. OET became aware of this offering of the Shares solely by means of direct contact between OET, on the one hand, and the Company, on the other hand, and the Shares were offered to OET solely by direct contact between OET and the Company. OET did not become aware of this offering of the Shares, nor were the Shares offered to OET, by any other means. OET acknowledges that the Company represents and warrants that the Shares (i) were not offered by any form of general solicitation or general advertising and (ii) are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities laws.

11. OET acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the Shares, including risks set forth the section entitled “Risk Factors” in the Company’s prospectus for its initial public offering, the Company’s Annual Report on Form 20-F for the year ended December 31, 2017 and the Company’s other periodic filings with the SEC.

12. OET has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Shares, and OET has sought such accounting, legal and tax advice as OET has considered necessary to make an informed investment decision.

13. Alone, or together with any professional advisor(s), OET represents and acknowledges that OET has adequately analyzed and fully considered the risks of an investment in the Shares and determined that the Shares are a suitable investment for OET and that OET is able at this time and in the foreseeable future to bear the economic risk of a total loss of OET’s investment in the Company. OET acknowledges specifically that a possibility of total loss exists.

14. In making its decision to purchase the Shares, OET represents that it has relied solely upon independent investigation made by OET.

15. OET understands and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the Shares or made any findings or determination as to the fairness of this investment.

16. The execution, delivery and performance by OET of this Subscription Agreement are within the powers of OET, have been duly authorized and will not constitute or result in a breach or default under or conflict with any order, ruling or regulation of any court or other tribunal or of any governmental commission or agency, or any agreement or other undertaking, to which OET is a party or by which OET is bound, and will not violate any provisions of OET’s organizational documents, including, without limitation, its incorporation or formation papers, bylaws, indenture of trust or partnership or operating agreement, as may be applicable. The signature on this Subscription Agreement is genuine, and the signatory has been duly authorized to execute the same, and this Subscription Agreement constitutes a legal, valid and binding obligation of OET, enforceable against OET in accordance with its terms.

17. Neither the due diligence investigation conducted by OET in connection with making its decision to acquire the Shares nor any representations and warranties made by OET herein shall modify, amend or affect OET's right to rely on the truth, accuracy and completeness of the Company's representations and warranties contained herein.

18. OET represents and warrants that OET is not (i) a person or entity named on the List of Specially Designated Nationals and Blocked Persons administered by OFAC or in any Executive Order issued by the President of the United States and administered by OFAC (“ OFAC List ”), or a person or entity prohibited by any OFAC sanctions program, (ii) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, or (iii) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank. OET agrees to provide law enforcement agencies, if requested thereby, such records as required by applicable law, provided that OET is permitted to do so under applicable law. OET also represents that, to the extent required, it maintains policies and procedures reasonably designed for the screening of its investors against the OFAC sanctions programs, including the OFAC List. OET further represents and warrants that, to the extent required, it maintains policies and procedures reasonably designed to ensure that the funds held by OET and used to purchase the Shares were legally derived.

19. OET acknowledges and agrees that (a) no disclosure in any offering document has been prepared by any placement agent in connection with the offer and sale of the Shares; (b) no placement agents (x) have acted as OET’s financial advisor or fiduciary to OET or provided OET with any information or advice with respect to the Shares, nor is such information or advice necessary or desired or (y) makes or has made any representation as to the Company or the Shares.

20. Neither this Subscription Agreement nor any rights that may accrue to OET hereunder (other than the Shares to be acquired hereunder) may be transferred or assigned.

21. The Company may request from OET such additional information as the Company may deem necessary to evaluate the eligibility of OET to acquire the Shares, and OET shall provide such information as may reasonably be requested, to the extent readily available and to the extent consistent with its internal policies and procedures.

22. OET acknowledges that the Company will rely on the acknowledgments, understandings, agreements, representations and warranties contained in this Subscription Agreement. Prior to the Closing, OET agrees to promptly notify the Company if any of the acknowledgments, understandings, agreements, representations and warranties set forth herein are no longer accurate. OET agrees that each purchase by OET of Shares from the Company will constitute a reaffirmation of the acknowledgments, understandings, agreements, representations and warranties herein (as modified by any such notice) by OET as of the time of such purchase.

23. The Company is entitled to rely upon this Subscription Agreement and is irrevocably authorized to produce this Subscription Agreement or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.

24. This Subscription Agreement constitutes the entire agreement, and supersedes all other prior agreements, understandings, representations and warranties, both written and oral, among the parties, with respect to the subject matter hereof. Except as otherwise expressly set forth herein, this Subscription Agreement shall not confer any rights or remedies upon any person other than the parties hereto, and their respective successor and assigns. This Subscription Agreement may not be modified, waived or terminated except by an instrument in writing, signed by the party against whom enforcement of such modification, waiver, or termination is sought.

25. If any provision of this Subscription Agreement shall be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby and shall continue in full force and effect.

26. This Subscription Agreement may be executed in one or more counterparts (including by facsimile or electronic mail or in .pdf) and by different parties in separate counterparts, with the same effect as if all parties hereto had signed the same document. All counterparts so executed and delivered shall be construed together and shall constitute one and the same agreement.

27. The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Subscription Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Subscription Agreement and to enforce specifically the terms and provisions of this Subscription Agreement, this being in addition to any other remedy to which such party is entitled at law, in equity, in contract, in tort or otherwise.

THIS SUBSCRIPTION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS THAT WOULD OTHERWISE REQUIRE THE APPLICATION OF THE LAW OF ANY OTHER STATE.

IN WITNESS WHEREOF , each of the parties have executed or caused this Subscription Agreement to be executed by its duly authorized representative as of the date set forth above.

HONGKONG OUTJOY EDUCATION TECHNOLOGY CO., LTD.

______________________________________

Name:

Title:

CHINA RAPID FINANCE LIMITED

______________________________________

Name:

Title:

NEITHER THESE SECURITIES NOR THE SECURITIES FOR WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

Dated: June 17, 2019 66,402,480 Class A ordinary shares

WARRANT TO PURCHASE

CLASS A ORDINARY SHARES

CHINA RAPID FINANCE LIMITED

Organized Under the Laws of the Cayman Islands

THIS CERTIFIES THAT, for value received, and subject to the provisions hereinafter set forth, Hongkong Outjoy Education Technology Co., Ltd., a limited liability company registered in Hong Kong, or its registered assigns (the “ Holder ”), is entitled to purchase from China Rapid Finance Limited, a Cayman Islands exempted company with limited liability (the “ Company ”), at the times set forth in this warrant (this “ Warrant ”), up to 66,402,480 (the “ Maximum Amount ”) duly authorized, validly issued, fully paid and nonassessable Class A ordinary shares, par value $0.0001 per share, of the Company (the “ Shares ”) at the Exercise Price (defined below).

1. Duration; Surrender . The Holder’s right to purchase Shares represented hereby will commence on the date hereof (the “ Commencement Date ”) and will expire on the date that is five (5) years and six (6) months following the date of this Warrant (the “ Expiration Date ”). All such rights shall be wholly null and void to the extent this Warrant is not exercised on or before the Expiration Date.

2. Exercise; Payment; Partial Exercise .

2.1. Exercise of Warrants .

2.1.1. Holder shall only be permitted to purchase the amount of Shares (each such amount of Shares, the “ EBITA Milestone Shares ”) corresponding with the achievement of certain earnings before interest taxes and amortization (“ EBITA ”) milestones (the “ EBITA Milestones ”) by the project company to be established as a wholly owned subsidiary of the Company (the “ Project Company ”), as set forth on Exhibit A hereto. Such EBITA Milestones must be achieved within five (5) years from the Effective Date to be valid, but this Warrant may be exercised for the corresponding EBITA Milestone Shares up until the Expiration Date..

2.1.2. For purposes of determining the EBITA milestones as set forth in Exhibit A hereto, EBITA shall be the aggregate EBITA of the Project Company for the most recent four (4) fiscal quarters and shall be calculated on a quarterly basis by the Company’s Chief Financial Officer in accordance with U.S. generally accepted accounting principles. Upon the achievement of any EBITA Milestones, this Warrant shall become exercisable by the Holder for those EBITA Milestone Shares corresponding with such EBITA Milestones. For the avoidance of doubt, once an EBITA Milestone has been achieved, the Holder can purchase the EBITA Milestone Shares corresponding with any prior thresholds of EBITA Milestones, but each tranche of EBITA Milestone Shares may only be exercised on one occasion. In the event of any dispute relating to the calculation of EBITA or the achievement of any EBITA Milestone, the Holder may request that an independent third party accounting firm acceptable to both the Holder and the Company be engaged to review such calculations, and the conclusions of such third party shall be binding upon both parties.

2.1.3. The exercise price shall be US$0.0001 per Share (the “ Exercise Price ”).

2.1.4. Subject to the provisions of Section 2.1.1, this Warrant may be exercised by the Holder, in one or more instances until such time as the Maximum Amount of the Shares have been purchased by the cumulative exercises of this Warrant by the Holder, during normal business hours on any business day on or prior to the Expiration Date, by delivering to the Company at its principal office an election notice and subscription substantially in the form attached to this Warrant duly executed by the Holder and either (i) accompanied by payment, in cash or by check payable to the order of the Company, in in an amount equal to the number of Shares for which this Warrant is then being exercised, as designated in such election notice and subscription, multiplied by the Exercise Price (the “ Aggregate Exercise Price ”) or (ii) through the cashless exercise set forth in Section 2.2 below, and the Holder will thereupon be entitled to receive the number of duly authorized, validly issued, fully paid and nonassessable Shares in accordance with the terms of this Warrant.

2.1.5. The Holder shall be deemed to have surrendered all rights under this Warrant upon the earlier to occur of (i) the Maximum Amount of the Shares having been purchased by the cumulative exercises of this Warrant, and (ii) the Expiration Date.

2.2. Cashless Exercise . The Holder shall have the right to pay all or a portion of the Aggregate Exercise Price by making a “Cashless Exercise,” in which the Holder shall be entitled to receive a number of Shares equal to the quotient obtained by dividing [(A-B)(X)] by (A), where:

(A) = the VWAP on the Trading Day immediately preceding the date on which Holder elects to exercise this Warrant by means of a “cashless exercise,” as set forth in the applicable notice of exercise, a form of which is attached hereto as Exhibit B (the “ Notice of Exercise ”);

(B) = the Exercise Price; and

(X) = the number of Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise.

“ Trading Day ” shall mean a day on which there is trading or quoting for any security on the New York Stock Exchange (the “ NYSE ”).

“ VWAP ” means, for any date, the price determined by the first of the following clauses that applies: (a) if the American Depositary Shares representing Class A ordinary shares (“ ADSs ”) is then listed or quoted on the NYSE, the daily volume weighted average price of the ADSs for such date (or the nearest preceding date) on the NYSE as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if the ADSs are traded on OTCQB or OTCQX, the volume weighted average price of the ADSs for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the ADSs are not then listed or quoted for trading on the NYSE, OTCQB or OTCQX and if prices for the ADSs are then reported in the “Pink Sheets” published by OTC Markets, Inc. (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the ADSs so reported, or (d) in all other cases, the fair market value of a share of the Shares as determined by an independent appraiser selected in good faith by the Company, the fees and expenses of which shall be paid by the Company.

3. Shares Fully Paid . The Company represents, warrants, covenants and agrees that all Shares that may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be duly authorized, validly issued, fully paid and nonassessable.

4. Adjustment of Number of Shares Issuable Upon Exercise of the Warrant .

4.1. The number of Shares issuable upon exercise of this Warrant thereof shall be proportionately adjusted to reflect any stock dividend, stock split, reverse stock split, recapitalization or the like affecting the number of outstanding Shares that occurs after the date hereof.

4.2. If after the date hereof, the Company (or any other entity, the stock or other securities of which are at the time receivable on the exercise of this Warrant), consolidates with or merges into another entity or conveys all or substantially all of its assets to another entity, then, in each such case, Holder, upon any permitted exercise of each this Warrant, at any time after the consummation of such reorganization, consolidation, merger or conveyance, shall be entitled to receive, in lieu of the stock or other securities and property receivable upon the exercise of this Warrant prior to such consummation, the stock or other securities or property to which such Holder would have been entitled upon the consummation of such reorganization, consolidation, merger or conveyance if such Holder had exercised this Warrant immediately prior thereto, all subject to further adjustment as provided in this Section 4. The successor or purchasing entity in any such reorganization, consolidation, merger or conveyance (if other than the Company) shall duly execute and deliver to Holder a written acknowledgment of such entity’s obligations under this Warrant.

4.3. Upon the occurrence of any event resulting in an adjustment in the number of Shares (or other stock or securities or property) receivable upon the exercise of this Warrant, the Company shall promptly thereafter (i) compute such adjustment in accordance with the terms of this Warrant, (ii) prepare a certificate setting forth such adjustment and showing in detail the facts upon which such adjustment is based, and (iii) deliver copies of such certificate to the Holder.

5. Representations and Warranties of Holder . Holder represents and warrants to the Company that, on the date hereof and on the date the Holder exercises the Warrant:

5.1. Holder understands that the Warrant and the Shares have not been registered under the Securities Act and acknowledges that the Warrant and the Shares must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration becomes available.

5.2. Holder is acquiring the Warrant for Holder’s own account for investment and not with a view to, or for sale in connection with, any distribution thereof.

5.3. Holder understands that the Warrant and the Shares that may be acquired upon exercise are being offered and sold to the Holder in reliance on an exemption from the registration requirements of United States federal and state securities laws under Regulation S promulgated by the Securities and Exchange Commission under the Securities Act and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Holder set forth herein in order to determine the applicability of such exemptions and the suitability of the Holder to acquire the Warrant and the underlying Shares.

6. No Rights or Liabilities as Shareholder . The Holder, as such, of this Warrant shall not be entitled to vote, receive dividends or be deemed the holder of Shares which may at any time be issuable on the exercise of this Warrant represented thereby for any purpose whatever, nor shall anything contained herein or in this Warrant be construed to confer upon the holder of this Warrant, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action (whether upon any recapitalization, issuance of stock, reclassification of stock, change of par value or change of stock to no par value, consolidation, merger, conveyance or otherwise), or to receive notice of meetings or other actions affecting shareholders or to receive dividend or subscription rights, or otherwise, until this Warrant shall have been exercised in accordance with the provisions hereof and the receipt and collection of the Exercise Price and any other amounts payable upon such exercise by the Company. No provision hereof, in the absence of affirmative action by Holder to purchase Shares shall give rise to any liability of such holder for the Exercise Price or as a shareholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

7. Miscellaneous .

7.1. Restrictions; Legends . This Warrant and the Shares issuable hereunder are subject in all respects to the provisions of the Company’s Fourth Amended and Restated Memorandum and Articles of Association, as amended from time to time (the “ M&A ”). This Warrant, the rights granted hereunder, and any certificate issued upon the exercise of this Warrant and any certificate issued upon any direct or indirect transfer of this Warrant or of any Shares issuable upon exercise of this Warrant are transferable only upon satisfaction of the conditions set forth in the M&A, and shall be stamped or otherwise imprinted with any legends deemed appropriate or necessary by the Company.

7.2. Registration and Transfer of Warrants . The Company will cause to be kept a register for the registration and transfer of the Holders’ rights under this Warrant. The person in whose name this Warrant is so registered will be deemed and treated as the owner and holder thereof for all purposes of this Warrant, and the Company will not be affected by any notice or knowledge to the contrary.

7.3. Lock up. Holder hereby agrees not to, directly or indirectly (1) offer, pledge, assign, encumber, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, any of the Shares or (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of the Shares or such other securities, in cash or otherwise, or publicly announce an intention to do any of the foregoing, for a period of six months from each date of exercise.

7.4. Amendment and Waiver . Any term, covenant, agreement or condition in this Warrant may be amended, or compliance therewith may be waived (either generally or in a particular instance and either retroactively or prospectively), only by a written instrument or written instruments executed by the Company and the Holder(s).

7.5. Notices. All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient; if not, then on the next business day, (c) five days after having been sent by certified mail, return receipt requested, postage prepaid, or (d) after delivery by a recognized overnight courier, when delivery is verified in the courier’s systems. All communications shall be sent to the address appearing on the signature page hereto or at such other address or electronic mail address as such party may designate by ten days’ advance written notice to the other parties hereto. The Holder consents to the delivery of any notice given by the Company by (i) facsimile telecommunication, (ii) electronic mail, or (iii) any other form of electronic transmission directed to the Holder.

7.6. Headings . The section headings contained in this Warrant are provided solely for convenience and do not form a part of this Warrant.

7.7. Governing Law . This Warrant is to be governed by, and construed and enforced in accordance with, the laws of the State of New York, without regard to its rules of conflict of laws.

7.8. Assignment . Neither this Warrant nor any of the rights, interests or obligations hereunder may be assigned, by operation of law or otherwise, in whole or in part by the Holder to any person or entity without the prior written consent of the Company; provided that the EBITA Milestone Shares obtained from the exercise of this Warrant may be assigned to members of the Holder’s management team.

[Remainder of This Page Intentionally Blank; Signature Page Follows]

The parties have executed this Warrant as of the date first set forth above.

CHINA RAPID FINANCE LIMITED

By:

Name:

Title:

HONGKONG OUTJOY EDUCATION TECHNOLOGY CO., LTD.

By:

Name:

Title:

Address:

EXHIBIT A

EBITA MILESTONES


EBITA Milestone Number	Project Company EBITA (USD)	EBITA Milestone Shares
1	3,676,471	4,913,811
2	7,352,941	3,706,249
3	11,029,412	3,004,821
4	14,705,882	2,553,883
5	18,382,353	2,236,360
6	22,058,824	1,999,025
7	25,735,294	1,813,971
8	29,411,765	1,665,066
9	33,088,235	1,542,289
10	36,764,706	1,439,066
11	40,441,176	1,350,894
12	44,117,647	1,274,575
13	47,794,118	1,207,774
14	51,470,588	1,148,743
15	55,147,059	1,096,143
16	58,823,529	1,048,935
17	62,500,000	1,006,293
18	66,176,471	967,558
19	69,852,941	932,191
20	73,529,412	899,753


21	77,205,882	869,878
22	80,882,353	842,261
23	84,558,824	816,642
24	88,235,294	792,803
25	91,911,765	770,555
26	95,588,235	749,738
27	99,264,706	730,211
28	102,941,176	711,853
29	106,617,647	694,556
30	110,294,118	678,226
31	113,970,588	662,782
32	117,647,059	648,149
33	121,323,529	634,262
34	125,000,000	621,063
35	128,676,471	608,499
36	132,352,941	596,523
37	136,029,412	585,094
38	139,705,882	574,172
39	143,382,353	563,723
40	147,058,824	553,716
41	150,735,294	544,121
42	154,411,765	534,913
43	158,088,235	526,067
44	161,764,706	517,561
45	165,441,176	509,375
46	169,117,647	501,491
47	172,794,118	493,892


48	176,470,588	486,560
49	180,147,059	479,483
50	183,823,529	472,645
51	187,500,000	466,036
52	191,176,471	459,642
53	194,852,941	453,452
54	198,529,412	447,458
55	202,205,882	441,649
56	205,882,353	436,016
57	209,558,824	430,551
58	213,235,294	425,246
59	216,911,765	420,094
60	220,588,235	415,089
61	224,264,706	410,223
62	227,941,176	405,490
63	231,617,647	400,886
64	235,294,118	396,404
65	238,970,588	392,039
66	242,647,059	387,787
67	246,323,529	383,643
68	250,000,000	379,603
69	253,676,471	375,663
70	257,352,941	371,819
71	261,029,412	368,067
72	264,705,882	364,403
73	268,382,353	360,826
74	272,058,824	357,331


75	275,735,294	353,915
76	279,411,765	350,576
77	283,088,235	347,311
78	286,764,706	344,118
79	290,441,176	340,994
80	294,117,647	337,936
Total		66,402,480

EXHIBIT B

FORM OF ELECTION NOTICE AND SUBSCRIPTION

[To be executed and delivered only upon exercise of Warrant]

To China Rapid Finance Limited:

The undersigned registered holder of the enclosed Warrant hereby irrevocably exercises such Warrant for, and purchases thereunder, ____________ Class A ordinary shares, which shares are eligible to be purchased due to the satisfaction of EBITA Milestone #[s] __, by (check one of the following two options):

�� payment to China Rapid Finance Limited in the aggregate amount of $____________ therefor, which is equal to $0.0001 multiplied by the number of Class A ordinary shares being purchased; or

�� by cashless exercise in accordance with the terms of Section 2.2 of the enclosed Warrant.

HONGKONG OUTJOY EDUCATION TECHNOLOGY CO., LTD.

By: ______________________________________

Name:

Title:

Dated: __________________________________